TE Connectivity plc 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including but not limited to those under the heading “Forward-Looking Information” and “Part II. Item 1A. Risk Factors.” Our Condensed Consolidated Financial Statements have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The following discussion includes organic net sales growth (decline) which is a non-GAAP financial measure. See “Non-GAAP Financial Measure” for additional information regarding this measure. Ov erview TE Connectivity Ltd. (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) is a global industrial technology leader creating a safer, sustainable, productive, and connected future. Our broad range of connectivity and sensor solutions, proven in the harshest environments, enable advancements in transportation, industrial applications, medical technology, energy, data communications, and the home. Summary of Performance in the First Quarter of Fiscal 2023 ● Our net sales increased 0.6% in the first quarter of fiscal 2023 as compared to the same period of fiscal 2022 due to sales growth in the Transportation Solutions segment and, to a lesser degree, the Industrial Solutions segment, largely offset by declines in the Communications Solutions segment. On an organic basis, our net sales increased 8.2% during the first quarter of fiscal 2023 as compared to the same period of fiscal 2022. ● Our net sales by segment were as follows: ● Transportation Solutions —Our net sales increased 4.7% in the first quarter of fiscal 2023 due primarily to sales increases in the automotive end market. ● Industrial Solutions —Our net sales increased 0.8% in the first quarter of fiscal 2023 primarily as a result of sales increases in the aerospace, defense, and marine end market and, to a lesser degree, the medical end market, largely offset by declines in the industrial equipment end market. ● Communications Solutions —Our net sales decreased 14.1% in the first quarter of fiscal 2023 due to sales declines in the appliances and the data and devices end markets. ● Net cash provided by operating activities was $581 million in the first quarter of fiscal 2023. Economic Conditions Our business and operating results have been and will continue to be affected by worldwide economic conditions. The global economy has been impacted by the COVID-19 pandemic and the military conflict between Russia and Ukraine as well as supply chain disruptions and inflationary cost pressures. See “Russia-Ukraine Military Conflict” and “COVID-19 Pandemic” for additional information. We are monitoring the current environment and its potential effects on our customers and the end markets we serve. 19 Table of Contents Our business operates globally and changes in foreign currency exchange rates may have a significant impact on our results. Foreign currency translation negatively impacted our net sales by $299 million in the first quarter of fiscal 2023 as compared to the same period in fiscal 2022, and we expect translation to continue to have a negative impact on our operating results in the second quarter of fiscal 2023 as a result of continued strength of the U.S. dollar against other currencies. We expect translation to negatively impact our net sales by approximately $400 million in fiscal 2023 as compared to fiscal 2022. We have experienced inflationary cost pressures including increased costs for transportation, energy, and raw materials. However, we have been able to partially mitigate increased costs and supply chain disruptions through price increases or productivity. We have implemented select price increases and have initiated additional price increases for certain products. Also, we have taken and continue to focus on actions to manage costs, including restructuring and other cost reduction initiatives such as reducing discretionary spending and travel. Additionally, we are managing our capital resources and monitoring capital availability to ensure that we have sufficient resources to fund our future capital needs. See further discussion in “Liquidity and Capital Resources.” Russia-Ukraine Military Conflict We are monitoring the continuing military conflict between Russia and Ukraine, escalating tensions in surrounding countries, and associated sanctions. We suspended our business operations in Russia, and our operations in Ukraine have been reduced to focus on the safety of our employees. Neither Russia nor Ukraine represents a material portion of our business, and the military conflict did not have a significant impact on our business, financial condition, or results of operations during the first quarter of fiscal 2023. The full impact of the military conflict on our business operations and financial performance remains uncertain. The extent to which the conflict may impact our business in future periods will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions, and supply chain disruptions. We will continue to actively monitor the conflict and assess the related sanctions and other effects and may take further actions if necessary. COVID-19 Pandemic The COVID-19 pandemic has affected nearly all regions around the world, most recently and significantly China, and has resulted in business slowdowns or shutdowns. Although the pandemic has impacted certain aspects of our business, we do not expect that it will have a significant impact on our businesses globally in the near term . The COVID-19 pandemic has impacted and continues to impact our business operations globally, causing disruption in our suppliers’ and customers’ supply chains and a reduction in demand for certain products from direct customers or end markets. In addition, the pandemic had far-reaching impacts on many additional aspects of our operations, both directly and indirectly, including with respect to its impacts on customer behaviors, business and manufacturing operations, inventory, our employees, and the market generally . The extent to which the pandemic will continue to impact our business and the markets we serve will depend on future developments which may include the resurgence of the spread of the virus and variant strains of the virus as well as the success of public health advancements. While certain of our operations in China were impacted in the first quarter of fiscal 2023 and were shut down for a period of time in fiscal 2022, we do not expect the COVID-19 pandemic to have a significant impact on our businesses globally in fiscal 2023. However, it may have a negative impact on our financial condition and results of operations in future periods. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, suppliers, shareholders, and the communities in which we operate. Outlook In the second quarter of fiscal 2023, we expect our net sales to be approximately $3.9 billion as compared to $4.0 billion in the second quarter of fiscal 2022. This represents an increase in net sales relative to the first quarter of fiscal 2023 20 Table of Contents with growth in the Transportation Solutions and Industrial Solutions segments, partially offset by a decline in the Communications Solutions segment. We expect diluted earnings per share from continuing operations to be approximately $1.44 per share in the second quarter of fiscal 2023. This outlook reflects the negative impact of foreign currency exchange rates on net sales and earnings per share of approximately $165 million and $0.11 per share, respectively, in the second quarter of fiscal 2023 as compared to the second quarter of fiscal 2022. Also, this outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels. Acquisition During the first quarter of fiscal 2023, we acquired one business for a cash purchase price of $109 million, net of cash acquired. The acquisition was reported as part of our Industrial Solutions segment from the date of acquisition. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions. Results of Operations Net Sales The following table presents our net sales and the percentage of total net sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ December 30, ​ ​ December 24, ​ ​ ​ 2022 2021 ​ ($ in millions) Transportation Solutions ​ $ 2,259 ​ 58 % ​ $ 2,158 ​ 56 % ​ Industrial Solutions ​ 1,060 28 ​ ​ 1,052 28 ​ ​ Communications Solutions ​ 522 14 ​ ​ 608 16 ​ ​ Total ​ $ 3,841 100 % ​ $ 3,818 100 % ​ The following table provides an analysis of the change in our net sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended December 30, 2022 ​ ​ ​ versus Net Sales for the Quarter Ended December 24, 2021 ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ ​ ​ ​ Growth (Decline) ​ Growth (Decline) ​ Translation ​ Acquisitions ​ ​ ($ in millions) Transportation Solutions ​ $ 101 4.7 % $ 310 14.4 % $ (209) ​ $ — ​ Industrial Solutions ​ 8 0.8 ​ 72 6.8 ​ (64) ​ — ​ Communications Solutions ​ (86) (14.1) ​ (69) (11.4) ​ (26) ​ 9 ​ Total ​ $ 23 0.6 % $ 313 8.2 % $ (299) ​ $ 9 ​ Net sales increased $23 million, or 0.6%, in the first quarter of fiscal 2023 as compared to the first quarter of fiscal 2022. The increase in net sales resulted primarily from organic net sales growth of 8.2%, largely offset by the negative impact of foreign currency translation of 7.8% due to the weakening of certain foreign currencies. In the first quarter of fiscal 2023, pricing actions positively affected organic net sales by $129 million. See further discussion of net sales below under “Segment Results.” Net Sales by Geographic Region. Our business operates in three geographic regions—Asia–Pacific, Europe/Middle East/Africa (“EMEA”), and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates. Increases or decreases in the value of the U.S. dollar, compared to other currencies, will directly affect our reported results as we translate those currencies into U.S. dollars at the end of each fiscal period. Approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first quarter of fiscal 2023. 21 Table of Contents The following table presents our net sales and the percentage of total net sales by geographic region (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ December 30, ​ ​ December 24, ​ ​ ​ 2022 2021 ​ ​ ($ in millions) ​ Asia–Pacific ​ $ 1,407 37 % ​ $ 1,470 39 % ​ EMEA ​ ​ 1,326 ​ 34 ​ ​ ​ 1,314 ​ 34 ​ ​ Americas ​ 1,108 29 ​ ​ 1,034 27 ​ ​ Total ​ $ 3,841 100 % ​ $ 3,818 100 % ​ (1) Net sales to external customers are attributed to individual countries based on the legal entity that records the sale. The following table provides an analysis of the change in our net sales by geographic region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended December 30, 2022 ​ ​ ​ versus Net Sales for the Quarter Ended December 24, 2021 ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ ​ ​ ​ Growth (Decline) Growth Translation Acquisitions ​ ​ ($ in millions) Asia–Pacific ​ $ (63) ​ (4.3) % $ 86 ​ 5.8 % $ (149) ​ $ — ​ EMEA ​ ​ 12 0.9 ​ ​ 161 12.2 ​ ​ (149) ​ ​ — ​ Americas ​ 74 7.2 ​ 66 6.4 ​ (1) ​ 9 ​ Total ​ $ 23 0.6 % $ 313 8.2 % $ (299) ​ $ 9 ​ Cost of Sales and Gross Margin The following table presents cost of sales and gross margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ ​ ​ December 30, ​ ​ December 24, ​ ​ ​ ​ ​ 2022 2021 Change ​ ​ ($ in millions) ​ Cost of sales ​ $ 2,654 ​ ​ $ 2,588 ​ ​ $ 66 ​ As a percentage of net sales ​ 69.1 % ​ 67.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ $ 1,187 ​ ​ $ 1,230 ​ ​ $ (43) ​ As a percentage of net sales ​ 30.9 % ​ 32.2 % ​ ​ Gross margin decreased $43 million in the first quarter of fiscal 2023 as compared to the same period of fiscal 2022. The decrease was primarily a result of the negative impact of foreign currency translation and inflationary pressure on material and operating costs, partially offset by the positive impact of pricing actions. ​ 22 Table of Contents We use a wide variety of raw materials in the manufacture of our products, and cost of sales and gross margin are subject to variability in raw material prices. In recent years, raw material prices and availability have been impacted by worldwide economic conditions, including the COVID-19 pandemic, supply chain disruptions, and inflationary cost pressures. As a result, we have experienced shortages and price increases in some of our input materials—including copper, gold, silver, and palladium—however, we have been able to initiate pricing actions which have partially offset these impacts. The following table presents the average prices incurred related to copper, gold, silver, and palladium: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ December 30, ​ December 24, ​ ​ Measure 2022 2021 Copper Lb. ​ $ 4.18 ​ $ 3.80 Gold Troy oz. ​ 1,821 ​ 1,797 Silver ​ Troy oz. ​ ​ 24.26 ​ ​ 23.56 ​ Palladium Troy oz. ​ 2,083 ​ 2,356 We expect to purchase approximately 195 million pounds of copper, 125,000 troy ounces of gold, 2.6 million troy ounces of silver, and 9,000 troy ounces of palladium in fiscal 2023. Operating Expenses The following table presents operating expense information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ ​ ​ December 30, ​ ​ December 24, ​ ​ ​ ​ ​ 2022 2021 Change ​ ​ ($ in millions) ​ Selling, general, and administrative expenses ​ $ 392 ​ ​ $ 363 ​ ​ $ 29 ​ As a percentage of net sales ​ 10.2 % ​ 9.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restructuring and other charges, net ​ $ 111 ​ ​ $ 12 ​ ​ $ 99 ​ Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $29 million in the first quarter of fiscal 2023 from the same period of fiscal 2022 due primarily to a gain on the sale of real estate in the first quarter of fiscal 2022 and the impact of inflation, partially offset by the positive impact of foreign currency translation. Restructuring and Other Charges, Net. We are committed to continuous productivity improvements, and we evaluate opportunities to simplify our global manufacturing footprint, migrate facilities to lower-cost regions, reduce fixed costs, and eliminate excess capacity. These initiatives are designed to help us maintain our competitiveness in the industry, improve our operating leverage, and position us for future growth. During fiscal 2023, we initiated a restructuring program associated with cost structure improvements primarily in the Transportation Solutions and Communications Solutions segments. We incurred net restructuring charges of $104 million during the first quarter of fiscal 2023. Annualized cost savings related to the fiscal 2023 actions commenced during the first quarter of fiscal 2023 are expected to be approximately $86 million and are expected to be realized by the end of fiscal 2025. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. In fiscal 2023, we expect total restructuring charges and spending, which will be funded with cash from operations, to exceed fiscal 2022 levels. As a result of market conditions, we are reevaluating our restructuring actions. We may broaden the scope of our cost reduction initiatives and accelerate cost reduction and footprint consolidation activities. See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding net restructuring and other charges. 23 Table of Contents Operating Income The following table presents operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ ​ ​ December 30, ​ ​ December 24, ​ ​ ​ ​ ​ 2022 2021 Change ​ ​ ($ in millions) ​ Operating income ​ $ 502 ​ ​ $ 672 ​ ​ $ (170) ​ Operating margin ​ 13.1 % ​ 17.6 % ​ ​ Operating income included the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 30, ​ December 24, ​ ​ 2022 2021 ​ ​ (in millions) ​ Acquisition-related charges: ​ ​ ​ Acquisition and integration costs ​ $ 9 ​ $ 8 ​ Charges associated with the amortization of acquisition-related fair value adjustments ​ — ​ 8 ​ ​ ​ 9 ​ 16 ​ Restructuring and other charges, net ​ 111 ​ 12 ​ Restructuring-related charges recorded in cost of sales ​ ​ — ​ ​ 12 ​ Total ​ $ 120 ​ $ 40 ​ See discussion of operating income below under “Segment Results.” Non-Operating Items The following table presents select non-operating information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ ​ ​ December 30, ​ ​ December 24, ​ ​ ​ ​ ​ 2022 2021 Change ​ ​ ($ in millions) ​ Income tax expense ​ $ 87 ​ ​ $ 110 ​ ​ $ (23) ​ Effective tax rate ​ 17.9 % ​ 16.2 % ​ ​ Income Taxes. See Note 12 to the Condensed Consolidated Financial Statements for discussion of income taxes. ​ 24 Table of Contents Segment Results Effective for fiscal 2023, we realigned certain product lines from the Industrial Solutions segment to the Communications Solutions segment. Prior period segment results have been restated to conform to the current segment reporting structure. See Note 16 to the Condensed Consolidated Financial Statements for additional information regarding our segments. Transportation Solutions Net Sales. The following table presents the Transportation Solutions segment’s net sales and the percentage of total net sales by industry end market (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ December 30, ​ ​ December 24, ​ ​ ​ 2022 2021 ​ ​ ($ in millions) ​ Automotive ​ $ 1,649 73 % ​ $ 1,520 70 % ​ Commercial transportation ​ 348 15 ​ ​ 365 17 ​ ​ Sensors ​ 262 12 ​ ​ 273 13 ​ ​ Total ​ $ 2,259 100 % ​ $ 2,158 100 % ​ (1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. The following table provides an analysis of the change in the Transportation Solutions segment’s net sales by industry end market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended December 30, 2022 ​ ​ ​ versus Net Sales for the Quarter Ended December 24, 2021 ​ ​ Net Sales Organic Net Sales ​ ​ ​ ​ Growth (Decline) ​ Growth ​ Translation ​ ​ ($ in millions) Automotive ​ $ 129 ​ 8.5 % $ 294 ​ 19.6 % $ (165) ​ Commercial transportation ​ (17) (4.7) ​ 9 2.6 ​ (26) ​ Sensors ​ (11) (4.0) ​ 7 2.6 ​ (18) ​ Total ​ $ 101 4.7 % $ 310 14.4 % $ (209) ​ Net sales in the Transportation Solutions segment increased $101 million, or 4.7%, in the first quarter of fiscal 2023 from the first quarter of fiscal 2022 due to organic net sales growth of 14.4%, partially offset by the negative impact of foreign currency translation of 9.7%. In the first quarter of fiscal 2023, pricing actions positively affected organic net sales by $91 million. Our organic net sales by industry end market were as follows: ● Automotive— Our organic net sales increased 19.6% in the first quarter of fiscal 2023 with growth of 21.4% in the EMEA region, 19.1% in the Americas region, and 18.6% in the Asia–Pacific region. Our organic net sales growth across all regions was attributable primarily to increased content per vehicle . ● Commercial transportation— Our organic net sales increased 2.6% in the first quarter of fiscal 2023 due to growth in the Americas and EMEA regions, partially offset by declines in the Asia–Pacific region. ● Sensors— Our organic net sales increased 2.6% in the first quarter of fiscal 2023 as a result of growth in transportation applications , partially offset by declines in industrial applications. 25 Table of Contents Operating Income. The following table presents the Transportation Solutions segment’s operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ ​ December 30, ​ December 24, ​ ​ ​ ​ ​ 2022 2021 Change ​ ​ ($ in millions) ​ Operating income ​ $ 282 ​ $ 395 ​ $ (113) ​ Operating margin ​ 12.5 % 18.3 % ​ ​ Operating income in the Transportation Solutions segment decreased $113 million in the first quarter of fiscal 2023 as compared to the first quarter of fiscal 2022. Excluding the items below, operating income decreased primarily as a result of inflationary pressure on material and operating costs and the negative impact of foreign currency translation, partially offset by the positive impact of pricing actions and higher volume. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 30, ​ December 24, ​ ​ 2022 2021 ​ ​ (in millions) ​ Acquisition and integration costs ​ $ 2 ​ $ 3 ​ Restructuring and other charges (credits), net ​ ​ 74 ​ ​ (6) ​ Total ​ $ 76 ​ $ (3) ​ Industrial Solutions Net Sales. The following table presents the Industrial Solutions segment’s net sales and the percentage of total net sales by industry end market (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ December 30, ​ ​ December 24, ​ ​ ​ 2022 2021 ​ ​ ($ in millions) ​ Industrial equipment ​ $ 434 41 % ​ $ 455 43 % ​ Aerospace, defense, and marine ​ ​ 264 ​ 25 ​ ​ ​ 242 ​ 23 ​ ​ Energy ​ 189 18 ​ ​ 188 18 ​ ​ Medical ​ ​ 173 16 ​ ​ ​ 167 ​ 16 ​ ​ Total ​ $ 1,060 100 % ​ $ 1,052 100 % ​ (1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. The following table provides an analysis of the change in the Industrial Solutions segment’s net sales by industry end market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended December 30, 2022 ​ ​ ​ versus Net Sales for the Quarter Ended December 24, 2021 ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ ​ Growth (Decline) Growth Translation ​ ​ ($ in millions) Industrial equipment ​ $ (21) (4.6) % $ 15 3.4 % $ (36) ​ Aerospace, defense, and marine ​ 22 ​ 9.1 ​ ​ 34 ​ 14.3 ​ ​ (12) ​ Energy ​ ​ 1 0.5 ​ 15 8.0 ​ (14) ​ Medical ​ 6 3.6 ​ 8 4.8 ​ (2) ​ Total ​ $ 8 0.8 % $ 72 6.8 % $ (64) ​ 26 Table of Contents In the Industrial Solutions segment, net sales increased $8 million, or 0.8%, in the first quarter of fiscal 2023 as compared to the first quarter of fiscal 2022 due to organic net sales growth of 6.8%, largely offset by the negative impact of foreign currency translation of 6.0%. In the first quarter of fiscal 2023, pricing actions positively affected organic net sales by $34 million. Our organic net sales by industry end market were as follows: ● Industrial equipment— Our organic net sales increased 3.4% in the first quarter of fiscal 2023 due primarily to growth in automation applications . ● Aerospace, defense, and marine— Our organic net sales increased 14.3% in the first quarter of fiscal 2023 primarily as a result of growth in the commercial aerospace and the defense markets. ● Energy— Our organic net sales increased 8.0% in the first quarter of fiscal 2023 due primarily to growth in the Americas and EMEA regions. ● Medical— Our organic net sales increased 4.8% in the first quarter of fiscal 2023 due to growth in interventional medical applications as well as surgical and imaging applications. Operating Income. The following table presents the Industrial Solutions segment’s operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ ​ December 30, ​ December 24, ​ ​ ​ ​ ​ 2022 2021 Change ​ ​ ($ in millions) ​ Operating income ​ $ 156 ​ $ 120 ​ $ 36 ​ Operating margin ​ 14.7 % 11.4 % ​ Operating income in the Industrial Solutions segment increased $36 million in the first quarter of fiscal 2023 as compared to the same period of fiscal 2022. Excluding the items below, operating income increased primarily as a result of the positive impact of pricing actions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 30, ​ December 24, ​ ​ 2022 2021 ​ ​ (in millions) ​ Acquisition-related charges: ​ ​ Acquisition and integration costs ​ $ 6 ​ $ 4 ​ Charges associated with the amortization of acquisition-related fair value adjustments ​ — ​ 8 ​ ​ ​ 6 ​ 12 ​ Restructuring and other charges, net ​ 13 ​ 10 ​ Restructuring-related charges recorded in cost of sales ​ ​ — ​ ​ 12 ​ Total ​ $ 19 ​ $ 34 ​ 27 Table of Contents Communications Solutions Net Sales. The following table presents the Communications Solutions segment’s net sales and the percentage of total net sales by industry end market (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ December 30, ​ ​ December 24, ​ ​ ​ 2022 2021 ​ ​ ($ in millions) ​ Data and devices ​ $ 329 ​ 63 % ​ $ 356 ​ 59 % ​ Appliances ​ 193 37 ​ ​ 252 41 ​ ​ Total ​ $ 522 100 % ​ $ 608 100 % ​ (1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. The following table provides an analysis of the change in the Communications Solutions segment’s net sales by industry end market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended December 30, 2022 ​ ​ ​ versus Net Sales for the Quarter Ended December 24, 2021 ​ ​ Net Sales Organic Net Sales ​ ​ ​ ​ ​ ​ ​ Decline ​ Decline ​ Translation ​ Acquisitions ​ ​ ​ ($ in millions) ​ Data and devices ​ $ (27) ​ (7.6) % $ (22) ​ (6.3) % $ (14) ​ $ 9 ​ Appliances ​ (59) (23.4) ​ (47) (18.3) ​ (12) ​ — ​ Total ​ $ (86) (14.1) % $ (69) (11.4) % $ (26) $ 9 ​ Net sales in the Communications Solutions segment decreased $86 million, or 14.1%, in the first quarter of fiscal 2023 as compared to the first quarter of fiscal 2022 due primarily to organic net sales declines of 11.4% and the negative impact of foreign currency translation of 4.3%. Our organic net sales by industry end market were as follows: ● Data and devices —Our organic net sales decreased 6.3% in the first quarter of fiscal 2023 as a result of market declines in all regions and reduced demand resulting from high inventory levels at distributors . ● Appliances —Our organic net sales decreased 18.3% in the first quarter of fiscal 2023 due to market declines across all regions. Operating Income. The following table presents the Communications Solutions segment’s operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ ​ December 30, ​ December 24, ​ ​ ​ ​ ​ 2022 2021 Change ​ ​ ($ in millions) ​ Operating income ​ $ 64 ​ $ 157 ​ $ (93) ​ Operating margin ​ 12.3 % 25.8 % ​ ​ 28 Table of Contents Operating income in the Communications Solutions segment decreased $93 million in the first quarter of fiscal 2023 as compared to the same period of fiscal 2022. Excluding the items below, operating income decreased due primarily to lower volume and inflationary pressure on material and operating costs. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Quarters Ended ​ ​ ​ December 30, ​ December 24, ​ 2022 2021 ​ ​ ​ (in millions) ​ Acquisition and integration costs ​ $ 1 ​ $ 1 ​ Restructuring and other charges, net ​ ​ 24 ​ ​ 8 ​ Total ​ $ 25 ​ $ 9 ​ ​ ​ Liquidity and Capital Resources Our ability to fund our future capital needs will be affected by our ongoing ability to generate cash from operations and may be affected by our access to capital markets, money markets, or other sources of funding, as well as the capacity and terms of our financing arrangements. We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the payment of €550 million of 1.10% senior notes due in March 2023. We may use excess cash to purchase a portion of our common shares pursuant to our authorized share repurchase program, to acquire strategic businesses or product lines, to pay dividends on our common shares, or to reduce our outstanding debt. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions. We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs. Cash Flows from Operating Activities In the first quarter of fiscal 2023, net cash provided by operating activities increased $49 million to $581 million from $532 million in the first quarter of fiscal 2022. The increase resulted primarily from the impact of changes in working capital levels, partially offset by lower pre-tax income. The amount of income taxes paid, net of refunds, during the first quarters of fiscal 2023 and 2022 was $98 million and $71 million, respectively. Cash Flows from Investing Activities Capital expenditures were $183 million and $172 million in the first quarters of fiscal 2023 and 2022, respectively. We expect fiscal 2023 capital spending levels to be approximately 5% of net sales. We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities. During the first quarter of fiscal 2023, we acquired one business for a cash purchase price of $109 million, net of cash acquired. We acquired one business for a cash purchase price of $125 million, net of cash acquired, during the first quarter of fiscal 2022. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions. Cash Flows from Financing Activities and Capitalization Total debt at December 30, 2022 and September 30, 2022 was $4,218 million and $4,206 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt. As of December 30, 2022, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, had $231 million of commercial paper outstanding at a weighted-average interest rate of 4.70%. TEGSA had $370 million of commercial paper outstanding at a weighted-average interest rate of 3.45% at September 30, 2022. 29 Table of Contents TEGSA has a five-year unsecured senior revolving credit facility (“Credit Facility”) with a maturity date of June 2026 and total commitments of $1.5 billion. TEGSA had no borrowings under the Credit Facility at December 30, 2022 or September 30, 2022. The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of December 30, 2022, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future. In addition to the Credit Facility, TEGSA is the borrower under our senior notes and commercial paper. TEGSA’s payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed on an unsecured basis by its parent, TE Connectivity Ltd. Payments of common share dividends to shareholders were $178 million and $163 million in the first quarters of fiscal 2023 and 2022, respectively. We repurchased approximately two million of our common shares for $233 million and approximately two million of our common shares for $246 million under the share repurchase program during the first quarters of fiscal 2023 and 2022, respectively. At December 30, 2022, we had $1.4 billion of availability remaining under our share repurchase authorization. Summarized Guarantor Financial Information As discussed above, our senior notes, commercial paper, and Credit Facility are issued by TEGSA and are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Ltd. In addition to being the issuer of our debt securities, TEGSA owns, directly or indirectly, all of our operating subsidiaries. The following tables present summarized financial information, excluding investments in and equity in earnings of our non-guarantor subsidiaries, for TE Connectivity Ltd. and TEGSA on a combined basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ September 30, ​ ​ 2022 2022 ​ ​ (in millions) ​ Balance Sheet Data: ​ ​ ​ ​ ​ ​ ​ Total current assets ​ $ 820 ​ $ 1,400 ​ Total noncurrent assets (1) ​ 2,786 ​ 2,769 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ​ 1,156 ​ 1,937 ​ Total noncurrent liabilities (2) ​ ​ 12,152 ​ ​ 15,871 ​ (1) Includes $2,723 million and $2,601 million as of December 30, 2022 and September 30, 2022, respectively, of intercompany loans receivable from non-guarantor subsidiaries. (2) Includes $8,744 million and $12,582 million as of December 30, 2022 and September 30, 2022, respectively, of intercompany loans payable to non-guarantor subsidiaries. 30 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarter Ended ​ Fiscal Year Ended ​ ​ ​ December 30, ​ September 30, ​ ​ 2022 2022 ​ ​ (in millions) ​ Statement of Operations Data: ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations ​ $ (288) ​ $ (35) ​ Net loss ​ (288) ​ (35) ​ Guarantees In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from fiscal 2023 through the completion of such transactions. The guarantees would be triggered in the event of nonperformance, and the potential exposure for nonperformance under the guarantees would not have a material effect on our results of operations, financial position, or cash flows. In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows. At December 30, 2022, we had outstanding letters of credit, letters of guarantee, and surety bonds of $170 million, excluding those related to our former Subsea Communications (“SubCom”) business which are discussed below. During fiscal 2019, we sold our SubCom business. In connection with the 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 $59 million as of December 30, 2022 and are expected to expire at various dates through fiscal 2027. We have contractual recourse against the SubCom business if we are required to perform on any SubCom guarantees; however, based on historical experience, we do not anticipate having to perform. Commitments and Contingencies Legal Proceedings In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows. Trade Compliance Matters We have been investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”). We are cooperating with the BIS and DDTC on these matters, and the resulting investigations are ongoing. We have also been contacted by the U.S. Department of Justice concerning aspects of these matters. We are unable to predict the timing and final outcome of the agencies’ investigations. An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties. Although we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigations into these matters have yet to be completed and the final outcome of such investigations and related fines and penalties may differ from amounts currently reserved. 31 Table of Contents Critical Accounting Policies and Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, and pension plans are based on, among other things, judgments and assumptions made by management. For additional information regarding these policies and the underlying accounting assumptions and estimates used in these policies, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and the Consolidated Financial Statements and accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. There were no significant changes to this information during the first quarter of fiscal 2023. Non-GAAP Financial Measure Organic Net Sales Growth (Decline) We present organic net sales growth (decline) as we believe it is appropriate for investors to consider this adjusted financial measure in addition to results in accordance with GAAP. Organic net sales growth (decline) represents net sales growth (decline) (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic net sales growth (decline) is a useful measure of our performance because it excludes items that are not completely under management’s control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity. Organic net sales growth (decline) provides useful information about our results and the trends of our business. Management uses this measure to monitor and evaluate performance. Also, management uses this measure together with GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our overall company. It is also a significant component in our incentive compensation plans. We believe that investors benefit from having access to the same financial measures that management uses in evaluating operations. The tables presented in “Results of Operations” and “Segment Results” provide reconciliations of organic net sales growth (decline) to net sales growth (decline) calculated in accordance with GAAP. Organic net sales growth (decline) is a non-GAAP financial measure and should not be considered a replacement for results in accordance with GAAP. This non-GAAP financial measure may not be comparable to similarly-titled measures reported by other companies. The primary limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using organic net sales growth (decline) in combination with net sales growth (decline) to better understand the amounts, character, and impact of any increase or decrease in reported amounts. Forward-Looking Information Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” and “should,” or the negative of these terms or similar expressions. 32 Table of Contents Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law. The following and other risks, which are described in greater detail in “Part I. Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, and in this report, could cause our results to differ materially from those expressed in forward-looking statements: ● conditions in the global or regional economies and global capital markets, and cyclical industry conditions, including recession, inflation, and higher interest rates; ● conditions affecting demand for products in the industries we serve, particularly the automotive industry; ● risk of future goodwill impairment; ● competition and pricing pressure; ● market acceptance of our new product introductions and product innovations and product life cycles; ● raw material availability, quality, and cost; ● fluctuations in foreign currency exchange rates and impacts of offsetting hedges; ● financial condition and consolidation of customers and vendors; ● reliance on third-party suppliers; ● risks associated with current and future acquisitions and divestitures; ● global risks of business interruptions due to natural disasters or other disasters such as the COVID-19 pandemic, which have impacted and could continue to negatively impact our results of operations as well as customer behaviors, business, and manufacturing operations as well as our facilities and the facilities of our suppliers, and other aspects of our business; ● global risks of political, economic, and military instability, including the continuing military conflict between Russia and Ukraine resulting from Russia’s invasion of Ukraine or escalating tensions in surrounding countries, and volatile and uncertain economic conditions in China; ● risks associated with security breaches and other disruptions to our information technology infrastructure; ● risks related to compliance with current and future environmental and other laws and regulations; ● risks associated with compliance with applicable antitrust or competition laws or applicable trade regulations; ● our ability to protect our intellectual property rights; ● risks of litigation; ● our ability to operate within the limitations imposed by our debt instruments; 33 Table of Contents ● the possible effects on us of various non-U.S. and U.S. legislative proposals and other initiatives that, if adopted, could materially increase our worldwide corporate effective tax rate, increase global cash taxes, and negatively impact our U.S. government contracts business; ● various risks associated with being a Swiss corporation; ● the impact of fluctuations in the market price of our shares; and ● the impact of certain provisions of our articles of association on unsolicited takeover proposals. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.