filings.toolsTE Connectivity 10-K 2021-09-24
Filed 2021-11-09. 9 sections, 409K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| | |
|---|---|
| (Mark One) | |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended September 24, 2021 | |
| or | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
001-33260
(Commission File Number)
TE CONNECTIVITY LTD.
(Exact name of registrant as specified in its charter)
| Switzerland (Jurisdiction of Incorporation) | 98-0518048 (I.R.S. Employer Identification No.) |
|---|---|
| Mühlenstrasse 26**,** CH-8200 Schaffhausen**,** Switzerland (Address of principal executive offices) | +41 (0)52 633 66 61 (Registrant’s telephone number) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol | | Name of each exchange on which registered |
|---|---|---|---|---|
| Common Shares, Par Value CHF 0.57 | | TEL | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☐ | Emerging growth company ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common shares held by non-affiliates of the registrant was $42.5 billion as of March 26, 2021, the last business day of the registrant’s most recently completed second fiscal quarter. Directors and executive officers of the registrant are considered affiliates for purposes of this calculation but should not necessarily be deemed affiliates for any other purpose.
The number of common shares outstanding as of November 4, 2021 was 326,313,355.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement to be filed in connection with the registrant’s 2022 annual general meeting of shareholders are incorporated by reference into Part III of this Form 10-K.
TE CONNECTIVITY LTD.
TABLE OF CONTENTS
i
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this Annual Report that 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
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Item 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive office is located in Schaffhausen, Switzerland. As of fiscal year end 2021, we owned approximately 18 million square feet and leased approximately 10 million square feet of aggregate floor space, used primarily for manufacturing, warehousing, and office space. We believe our facilities are suitable for the conduct of our business and adequate for our current needs.
We manufacture our products in over 25 countries worldwide. Our manufacturing sites focus on various aspects of our manufacturing processes, including our primary processes of stamping, plating, molding, extrusion, beaming, and assembly. We consider the productive capacity of our manufacturing facilities sufficient. As of fiscal year end 2021, our principal centers of manufacturing output by segment and geographic region were as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | Transportation | Industrial | Communications | | |||||
| | | Solutions | | Solutions | | Solutions | | Total | |
| | (number of manufacturing facilities) | | |||||||
| EMEA | 22 | 21 | 3 | 46 | | ||||
| Asia–Pacific | 9 | 6 | 7 | 22 | | ||||
| Americas | 10 | 22 | 3 | 35 | | ||||
| Total | 41 | 49 | 13 | 103 | |
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, we are subject to various legal proceedings and claims, including 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. In addition, we operate in an industry susceptible to significant patent legal claims. At any given time in the normal course of business, we are involved as either a plaintiff or defendant in a number of patent infringement actions. If infringement of a third party’s patent were to be determined against us, we might be required to make significant royalty or other payments or might be subject to an injunction or other limitation on our ability to manufacture or sell one or more products. If a patent owned by or licensed to us were determined to be invalid or unenforceable, we might be required to reduce the value of the patent on our Consolidated Balance Sheet and to record a corresponding charge, which could be significant in amount.
Management believes that these legal proceedings and claims likely will be resolved over an extended period of time. 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.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information and Holders
Our common shares are listed and traded on the NYSE under the symbol “TEL.” As of November 3, 2021, there were 17,583 shareholders of record of our common shares.
Performance Graph
The following graph compares the cumulative total shareholder return on our common shares against the cumulative return on the S&P 500 Index and the Dow Jones Electrical Components and Equipment Index. The graph assumes the investment of $100 in our common shares and in each index at fiscal year end 2016 and assumes the reinvestment of all dividends and distributions. The graph shows the cumulative total return for the last five fiscal years. The comparisons in the graph are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common shares.
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Fiscal Year End | |||||||||||||||||
| | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | |||||||||||||
| TE Connectivity Ltd. | | $ | 100.00 | | $ | 131.73 | | $ | 141.92 | | $ | 152.90 | | $ | 160.65 | | $ | 246.37 | |
| S&P 500 Index | | 100.00 | | 118.61 | | 139.85 | | 145.06 | | 164.64 | | 225.71 | | ||||||
| Dow Jones Electrical Components and Equipment Index | | 100.00 | | 128.95 | | 143.39 | | 138.06 | | 144.71 | | 210.09 | |
| (1) | $100 invested on September 30, 2016 in TE Connectivity Ltd.’s common shares and in indexes. Indexes calculated on month-end basis. |
|---|
Issuer Purchases of Equity Securities
The following table presents information about our purchases of our common shares during the quarter ended September 24, 2021:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | Maximum | | ||
| | | | | | | | Total Number of | | Approximate | | |
| | | | | | | | Shares Purchased | | Dollar Value | | |
| | | | | | | | as Part of | | of Shares that May | | |
| | | Total Number | | Average Price | | Publicly Announced | | Yet Be Purchased | | ||
| | | of Shares | | Paid Per | | Plans or | | Under the Plans | | ||
| Period | Purchased(1) | Share(1) | Programs(2) | or Programs(2) | |||||||
| June 26–July 23, 2021 | | 611,573 | | $ | 136.20 | | 611,200 | | $ | 1,820,911,579 | |
| July 24–August 27, 2021 | 682,093 | | 148.58 | 677,000 | | 1,720,315,363 | | ||||
| August 28–September 24, 2021 | 893,254 | | 145.27 | 892,000 | | 1,590,735,387 | | ||||
| Total | 2,186,920 | | $ | 143.76 | 2,180,200 | | |
| (1) | These columns include the following transactions which occurred during the quarter ended September 24, 2021: |
|---|
| (i) | the acquisition of 6,720 common shares from individuals in order to satisfy tax withholding requirements in connection with the vesting of restricted share awards issued under equity compensation plans; and |
|---|
| (ii) | open market purchases totaling 2,180,200 common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007. |
|---|
| (2) | Our share repurchase program authorizes us to purchase a portion of our outstanding common shares from time to time through open market or private transactions, depending on business and market conditions. The share repurchase program does not have an expiration date. |
|---|
Item 6. RESERVED
ITEM 7. 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 Consolidated Financial Statements and the accompanying notes included elsewhere in this Annual Report. 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. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Annual Report, particularly in “Risk Factors” and “Forward-Looking Information.”
Our Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”).
Discussion of our financial condition and results of operations for fiscal 2021 compared to fiscal 2020 is presented below. Discussion of our financial condition and results of operations for fiscal 2020 compared to fiscal 2019 can be found in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 25, 2020.
The following discussion includes organic net sales growth (decline) which is a non-GAAP financial measure. See “Non-GAAP Financial Measure” for additional information regarding this measure.
Overview
We are 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 Fiscal 2021 Performance
| ● | Our fiscal 2021 net sales increased 22.6% from fiscal 2020 levels due to sales increases in the Transportation Solutions and Communications Solutions segments, and, to a lesser degree, the Industrial Solutions segment. On an organic basis, our net sales increased 18.2% in fiscal 2021 as compared to fiscal 2020. In fiscal 2020, our net sales included significant, unfavorable impacts from the COVID-19 pandemic. |
|---|
| ● | Our net sales by segment were as follows: |
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| ● | Transportation Solutions—Our net sales increased 31.1% with sales increases in all end markets. |
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| ● | Industrial Solutions—Our net sales increased 3.5% primarily as a result of sales increases in the industrial equipment end market, partially offset by declines in the aerospace, defense, oil, and gas end market. |
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| ● | Communications Solutions—Our net sales increased 30.4% due to sales increases in both the appliances and the data and devices end markets. |
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| ● | During fiscal 2021, our shareholders approved a dividend payment to shareholders of $2.00 per share, payable in four equal quarterly installments of $0.50 beginning in the third quarter of fiscal 2021 and ending in the second quarter of fiscal 2022. |
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| ● | Net cash provided by continuing operating activities was $2,676 million in fiscal 2021. |
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COVID-19 Pandemic
A novel strain of coronavirus (“COVID-19”) was first identified in China in December 2019 and subsequently declared a pandemic by the World Health Organization. COVID-19 has surfaced in nearly all regions around the world and resulted in business slowdowns or shutdowns and travel restrictions in affected areas. The pandemic had a significant, negative impact on our sales and operating results during fiscal 2020 and continued to negatively affect certain of our businesses in fiscal 2021. We do not expect that it will continue to have a significant impact on our sales and operating results 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, some of our business locations to reduce or suspend operations, 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. We assessed the impact of the COVID-19 pandemic and adjusted our operations and businesses, a number of which are operating as essential businesses, and will continue to do so if necessary. Throughout our operations, we implemented additional health and safety measures for the protection of our employees, including providing personal protective equipment, enhanced cleaning and sanitizing of our facilities, and remote working arrangements.
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 further spread of the virus, variant strains of the virus, and the resumption of high levels of infections and hospitalizations as well as the success of public health advancements, including vaccine production and distribution. Although we do not expect the COVID-19 pandemic to have a significant impact on our sales and operating results in the near term, it may have a negative impact on our financial condition and results of operations in future periods.
In response to the pandemic and resulting economic environment, we have taken and continue to focus on actions to manage costs. These include restructuring and other cost reduction initiatives, such as reducing discretionary spending,
capital expenditures, and travel. 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.
For further discussion of the risks and uncertainties associated with the COVID-19 pandemic, see “Part I. Item 1A. Risk Factors.”
Outlook
In the first quarter of fiscal 2022, we expect our net sales to be approximately $3.7 billion as compared to $3.5 billion in the first quarter of fiscal 2021. This increase is the result of sales growth in the Industrial Solutions and Communications Solutions segments, partially offset by sales declines in the Transportation Solution segment. Additional information regarding expectations for our reportable segments is as follows:
| ● | Transportation Solutions—We expect our net sales to decrease in the automotive end market as a result of declines in global automotive production. We expect content growth to partially offset the impact of the production decline. We expect our net sales to increase in the commercial transportation and sensors end markets. |
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| ● | Industrial Solutions—We expect our net sales increase to be driven by growth in the industrial equipment end market and, to a lesser degree, the medical and energy end markets. |
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| ● | Communications Solutions—We expect our net sales to increase in both the data and devices and the appliances end markets. |
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We expect diluted earnings per share from continuing operations to be approximately $1.50 per share in the first quarter of fiscal 2022. This outlook reflects the negative impact of foreign currency exchange rates on net sales of approximately $19 million in the first quarter of fiscal 2022 as compared to the same period of fiscal 2021.
The above outlook is based on foreign currency exchange rates and commodity prices that are consistent
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 24, 2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 24, 2021.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded our internal control over financial reporting was effective as of September 24, 2021.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of September 24, 2021, which is included in this Annual Report.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 24, 2021, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning directors, executive officers, and corporate governance may be found under the captions “Agenda Item No. 1—Election of Directors,” “Nominees for Election,” “Corporate Governance,” “The Board of Directors and Board Committees,” and “Executive Officers” in our definitive proxy statement for our 2022 Annual General Meeting of Shareholders (the “2022 Proxy Statement”), which will be filed with the SEC within 120 days after the close of our fiscal year. Such information is incorporated herein by reference. The information in the 2022 Proxy Statement under the caption “Delinquent Section 16(a) Reports” is incorporated herein by reference.
Code of Ethics
We have adopted a guide to ethical conduct, which applies to all employees, officers, and directors. Our Guide to Ethical Conduct meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K and applies to our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, as well as all other employees and directors. Our Guide to Ethical Conduct also meets the requirements of a code of business conduct and ethics under the listing standards of the NYSE. Our Guide to Ethical Conduct is posted on our website at www.te.com under the heading “Corporate Responsibility—Disclosures.” We also will provide a copy of our Guide to Ethical Conduct to shareholders upon request. We intend to disclose any amendments to our Guide to Ethical Conduct, as well as any waivers for executive officers or directors, on our website.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation may be found under the captions “Compensation Discussion and Analysis,” “Management Development and Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” “Executive Officer Compensation,” and “Compensation of Non-Employee Directors” in our 2022 Proxy Statement. Such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information in our 2022 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of fiscal year end 2021 with respect to common shares issuable under our equity compensation plans:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | | | | | | Number of securities | |
| | | | | | | | remaining available for | |
| | | Number of securities | | | | | future issuance under | |
| | | to be issued upon | | Weighted**‑**average | | equity compensation | | |
| | | exercise of outstanding | | exercise price of | | plans (excluding | | |
| | | options, warrants | | outstanding options, | | securities reflected | | |
| | | and rights | | warrants and rights | | in column (a)) | | |
| Plan Category | (a) | (b)(3) | (c)(4) | |||||
| Equity compensation plans approved by security holders(1) | | 6,330,436 | | $ | 89.04 | | 17,581,095 | |
| Equity compensation plans not approved by security holders(2) | | 945,520 | | 79.81 | | — | | |
| Total | | 7,275,956 | | | 17,581,095 | |
| (1) | Includes securities issuable upon exercise of outstanding options and rights under the TE Connectivity Ltd. 2007 Stock and Incentive Plan, amended and restated as of September 17, 2020 (the “2007 Plan”), and the Tyco Electronics Limited Savings Related Share Plan. The 2007 Plan provides for the award of annual performance bonuses and long-term performance awards, including share options; restricted, performance, and deferred share units; and other share-based awards (collectively, “Awards”) to board members, officers, and non-officer employees. The 2007 Plan provides for a maximum of 69,843,452 common shares to be issued as Awards, subject to adjustment as provided under the terms of the 2007 Plan. |
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| (2) | In connection with an acquisition in fiscal 2011, we assumed equity awards issued under plans sponsored by the acquired business and the remaining pool of shares available for grant under the plans. Subsequent to the acquisition, we registered 6,764,455 shares related to the plans via Forms S-3 and S-8. Those plans have since expired, and no additional grants will be made from them. Previously granted awards under the plans will continue to be settled in TE Connectivity common shares. |
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| (3) | Does not take into account restricted, performance, or deferred share unit awards that do not have exercise prices. |
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| (4) | Includes securities remaining available for future issuance under the 2007 Plan, the Tyco Electronics Limited Savings Related Plan, and the Employee Stock Purchase Plan. The 2007 Plan applies a weighting of 1.80 to outstanding nonvested restricted, performance, deferred share units, and other share-based awards. The remaining shares issuable under the 2007 Plan and the Tyco Electronics Limited Savings Plan are increased by forfeitures and cancellations, among other factors. Amounts include 912,437 shares remaining available for issuance under our Tyco Electronics Limited Savings Related Share Plan and 4,178,752 shares remaining available for issuance under our Employee Stock Purchase Plan. |
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Item 13. . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information in our 2022 Proxy Statement under the captions “Corporate Governance,” “The Board of Directors and Board Committees,” and “Certain Relationships and Related Transactions” is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information in our 2022 Proxy Statement under the caption “Agenda Item No. 7—Election of Auditors—Agenda Item No. 7.1” is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)1.Financial Statements. See Item 8.
| 2. | Financial Statement Schedule. See Item 8. |
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| 3. | Exhibit Index: |
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| | | | | |||||
|---|---|---|---|---|---|---|---|---|
| Exhibit | | | | Incorporated by Reference Herein | ||||
| Number | Description | Form | Exhibit | Filing Date | ||||
| 10.25 | ‡ | Employment Agreement between Heath A. Mitts and Tyco Electronics Corporation dated September 30, 2016 | | Current Report on Form 8-K | | 10.1 | | October 3, 2016 |
| 10.26 | ‡ | Employment Agreement between John S. Jenkins and Tyco Electronics Corporation dated December 15, 2015 | | Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2017 | | 10.1 | | January 24, 2018 |
| 10.27 | ‡ | Employment Agreement between Shad Kroeger and TE Connectivity Corporation dated February 23, 2018 | | Quarterly Report on Form 10-Q for the quarterly period ended December 25, 2020 | | 10.4 | | January 28, 2021 |
| 10.28 | | Credit Support Agreement dated November 2, 2018 by and between Tyco Electronics Group S.A. and Crown Subsea Communications Holding, Inc. | | Annual Report on Form 10-K for the fiscal year ended September 27, 2019 | | 10.28 | | November 12, 2019 |
| 21.1 | * | Subsidiaries of TE Connectivity Ltd. | | | | | | |
| 22.1 | * | Guaranteed Securities | | | | | | |
| 23.1 | * | Consent of Independent Registered Public Accounting Firm | | | | | | |
| 24.1 | * | Power of Attorney | | | | | | |
| 31.1 | * | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | |
| 31.2 | * | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | |
| 32.1 | ** | Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | |
| 101.INS | | Inline XBRL Instance Document(2)(3) | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document(3) | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document(3) | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document(3) | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document(3) | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document(3) | | | | | | |
| 104 | | Cover Page Interactive Data File(4) | | | | | | |
| ‡ | Management contract or compensatory plan or arrangement |
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| * | Filed herewith |
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| ** | Furnished herewith |
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| (1) | The schedules to the Stock Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. We will furnish copies of such schedules to the SEC upon its request; provided, however, that we may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. |
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(2)Submitted electronically with this report in accordance with the provisions of Regulation S-T
| (3) | The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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| (4) | Formatted in Inline XBRL and contained in exhibit 101 |
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Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | |
|---|---|---|
| | TE CONNECTIVITY LTD. | |
| | | |
| | By: | /s/ Heath A. Mitts |
| | | Heath A. Mitts |
| | | Executive Vice President |
| | | and Chief Financial Officer |
| | | (Principal Financial Officer) |
Date: November 9, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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|---|---|---|---|---|---|---|---|---|---|---|
| Signature | Title | Date | ||||||||
| | | | | | ||||||
| | | | | | ||||||
| /s/ Terrence R. Curtin | | Chief Executive Officer and Director | | November 9, 2021 | ||||||
| Terrence R. Curtin | | (Principal Executive Officer) | | | ||||||
| | | |||||||||
| /s/ Heath A. Mitts | | Executive Vice President, | | | ||||||
| Heath A. Mitts | | Chief Financial Officer, and Director | | November 9, 2021 | ||||||
| | (Principal Financial Officer) | | ||||||||
| | | | | | ||||||
| /s/ Robert J. Ott | | Senior Vice President and | | | ||||||
| Robert J. Ott | | Corporate Controller | | November 9, 2021 | ||||||
| | (Principal Accounting Officer) | | ||||||||
| | | | | | ||||||
| * | | Director | | November 9, 2021 | ||||||
| Pierre R. Brondeau | | | | | ||||||
| | | |||||||||
| * | | Director | | November 9, 2021 | ||||||
| Carol A. Davidson | | | ||||||||
| | | | | | ||||||
| * | | Director | | November 9, 2021 | ||||||
| Lynn A. Dugle | | | ||||||||
| | | | | | ||||||
| * | | Director | | November 9, 2021 | ||||||
| William A. Jeffrey | | | | | ||||||
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| * | | Director | | November 9, 2021 | ||||||
| Thomas J. Lynch | | | ||||||||
| | | | | | ||||||
| * | | Director | | November 9, 2021 | ||||||
| Yong Nam | | | ||||||||
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| * | | Director | | November 9, 2021 | ||||||
| Daniel J. Phelan | | | ||||||||
| | | | | | ||||||
| * | | Director | | November 9, 2021 | ||||||
| Abhijit Y. Talwalkar | | |
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|---|---|---|---|---|---|---|---|---|---|---|
| Signature | Title | Date | ||||||||
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| * | | Director | | November 9, 2021 | ||||||
| Mark C. Trudeau | | | ||||||||
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| * | | Director | | November 9, 2021 | ||||||
| Dawn C. Willoughby | | | | | ||||||
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| * | | Director | | November 9, 2021 | ||||||
| Laura H. Wright | | |
| * | John S. Jenkins, Jr., by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals, which have been filed as Exhibit 24.1 to this Report. |
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| | By: | /s/ John S. Jenkins, Jr. |
| | | John S. Jenkins, Jr. |
| | | Attorney-in-fact |
TE CONNECTIVITY LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of TE Connectivity Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of TE Connectivity Ltd. and subsidiaries (the "Company") as of September 24, 2021 and September 25, 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows, for each of the three years in the period ended September 24, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 24, 2021 and September 25, 2020, and the results of its operations and its cash flows for each of the three years in the period ended September 24, 2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 24, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 9, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, effective September 28, 2019, the Company adopted Financial Accounting Standards Board Accounting Standards Update 2016-02 which codified Accounting Standards Codification 842, Leases, using the modified retrospective approach.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis
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