Tyco Electronics Group S.A. (Tables)

12 Months Ended

Sep. 30, 2016

Tyco Electronics Group S.A.

Condensed Consolidating Statement of Operations

Condensed Consolidating Statement of Operations
For the Fiscal Year Ended September 30, 2016

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	12,238		$	—		$	12,238
Cost of sales		—			—			8,205			—			8,205
Gross margin		—			—			4,033			—			4,033
Selling, general, and administrative expenses, net(1)		168			95			1,200			—			1,463
Research, development, and engineering expenses		—			—			644			—			644
Acquisition and integration costs		—			—			22			—			22
Restructuring and other charges (credits), net		2			(1	)		1			—			2
Operating income (loss)		(170	)		(94	)		2,166			—			1,902
Interest income		—			—			19			—			19
Interest expense		—			(126	)		(1	)		—			(127	)
Other expense, net		—			—			(632	)		—			(632	)
Equity in net income of subsidiaries		2,139			2,261			—			(4,400	)		—
Equity in net income of subsidiaries of discontinued operations		67			168			—			(235	)		—
Intercompany interest income (expense), net		(28	)		98			(70	)		—			—
Income from continuing operations before income taxes		2,008			2,307			1,482			(4,635	)		1,162
Income tax benefit		—			—			779			—			779
Income from continuing operations		2,008			2,307			2,261			(4,635	)		1,941
Income (loss) from discontinued operations, net of income taxes(2)		1			(101	)		168			—			68
Net income		2,009			2,206			2,429			(4,635	)		2,009
Other comprehensive loss		(169	)		(169	)		(143	)		312			(169	)
Comprehensive income	$	1,840		$	2,037		$	2,286		$	(4,323	)	$	1,840

(1)	TEGSA selling, general, and administrative expenses include losses of $80 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.
(2)	Includes the internal allocation of gains and losses associated with the divestiture of our BNS business.

Condensed Consolidating Statement of Operations
For the Fiscal Year Ended September 25, 2015

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	12,233		$	—		$	12,233
Cost of sales		—			—			8,146			—			8,146
Gross margin		—			—			4,087			—			4,087
Selling, general, and administrative expenses, net(1)		163			835			506			—			1,504
Research, development, and engineering expenses		—			—			627			—			627
Acquisition and integration costs		—			—			55			—			55
Restructuring and other charges, net		—			—			152			—			152
Operating income (loss)		(163	)		(835	)		2,747			—			1,749
Interest income		—			—			17			—			17
Interest expense		—			(135	)		(1	)		—			(136	)
Other expense, net		—			—			(55	)		—			(55	)
Equity in net income of subsidiaries		1,398			2,318			—			(3,716	)		—
Equity in net income of subsidiaries of discontinued operations		1,182			365			—			(1,547	)		—
Intercompany interest income (expense), net		3			50			(53	)		—			—
Income from continuing operations before income taxes		2,420			1,763			2,655			(5,263	)		1,575
Income tax expense		—			—			(337	)		—			(337	)
Income from continuing operations		2,420			1,763			2,318			(5,263	)		1,238
Income from discontinued operations, net of income taxes		—			817			365			—			1,182
Net income		2,420			2,580			2,683			(5,263	)		2,420
Other comprehensive loss		(356	)		(356	)		(368	)		724			(356	)
Comprehensive income	$	2,064		$	2,224		$	2,315		$	(4,539	)	$	2,064

(1)           TEGSA selling, general, and administrative expenses include losses of $846 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

Condensed Consolidating Statement of Operations
For the Fiscal Year Ended September 26, 2014

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	11,973		$	—		$	11,973
Cost of sales		—			—			8,001			—			8,001
Gross margin		—			—			3,972			—			3,972
Selling, general, and administrative expenses, net(1)		131			1,877			(474	)		—			1,534
Research, development, and engineering expenses		—			—			583			—			583
Acquisition and integration costs		—			—			31			—			31
Restructuring and other charges, net		—			—			19			—			19
Operating income (loss)		(131	)		(1,877	)		3,813			—			1,805
Interest income		—			—			19			—			19
Interest expense		—			(126	)		(1	)		—			(127	)
Other income (expense), net		18			(3	)		48			—			63
Equity in net income of subsidiaries		1,729			3,672			—			(5,401	)		—
Equity in net income of subsidiaries of discontinued operations		167			167			—			(334	)		—
Intercompany interest income (expense), net		(2	)		63			(61	)		—			—
Income from continuing operations before income taxes		1,781			1,896			3,818			(5,735	)		1,760
Income tax expense		—			—			(146	)		—			(146	)
Income from continuing operations		1,781			1,896			3,672			(5,735	)		1,614
Income from discontinued operations, net of income taxes		—			—			167			—			167
Net income		1,781			1,896			3,839			(5,735	)		1,781
Other comprehensive loss		(320	)		(320	)		(328	)		648			(320	)
Comprehensive income	$	1,461		$	1,576		$	3,511		$	(5,087	)	$	1,461

(1)           TEGSA selling, general, and administrative expenses include losses of $1,874 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet
As of September 30, 2016

	TE Connectivity Ltd.		TEGSA		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	647	$	—		$	647
Accounts receivable, net		—		—		2,046		—			2,046
Inventories		—		—		1,596		—			1,596
Intercompany receivables		37		1,314		48		(1,399	)		—
Prepaid expenses and other current assets		3		17		466		—			486
Total current assets		40		1,331		4,803		(1,399	)		4,775
Property, plant, and equipment, net		—		—		3,052		—			3,052
Goodwill		—		—		5,492		—			5,492
Intangible assets, net		—		—		1,879		—			1,879
Deferred income taxes		—		—		2,111		—			2,111
Investment in subsidiaries		10,053		19,425		—		(29,478	)		—
Intercompany loans receivable		22		3,739		10,313		(14,074	)		—
Receivable from Tyco International plc and Covidien plc		—		—		12		—			12
Other assets		—		14		273		—			287
Total Assets	$	10,115	$	24,509	$	27,935	$	(44,951	)	$	17,608
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt	$	—	$	330	$	1	$	—		$	331
Accounts payable		1		—		1,089		—			1,090
Accrued and other current liabilities		266		57		1,114		—			1,437
Deferred revenue		—		—		208		—			208
Intercompany payables		1,363		—		36		(1,399	)		—
Total current liabilities		1,630		387		2,448		(1,399	)		3,066
Long-term debt		—		3,737		2		—			3,739
Intercompany loans payable		—		10,314		3,760		(14,074	)		—
Long-term pension and postretirement liabilities		—		—		1,502		—			1,502
Deferred income taxes		—		—		207		—			207
Income taxes		—		—		247		—			247
Other liabilities		—		18		344		—			362
Total Liabilities		1,630		14,456		8,510		(15,473	)		9,123
Total Shareholders' Equity		8,485		10,053		19,425		(29,478	)		8,485
Total Liabilities and Shareholders' Equity	$	10,115	$	24,509	$	27,935	$	(44,951	)	$	17,608

Condensed Consolidating Balance Sheet
As of September 25, 2015

	TE Connectivity Ltd.		TEGSA		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	3,329	$	—		$	3,329
Accounts receivable, net		—		—		2,120		—			2,120
Inventories		—		—		1,615		—			1,615
Intercompany receivables		813		389		66		(1,268	)		—
Prepaid expenses and other current assets		4		4		468		—			476
Deferred income taxes		—		—		345		—			345
Total current assets		817		393		7,943		(1,268	)		7,885
Property, plant, and equipment, net		—		—		2,920		—			2,920
Goodwill		—		—		4,824		—			4,824
Intangible assets, net		—		—		1,555		—			1,555
Deferred income taxes		—		—		2,144		—			2,144
Investment in subsidiaries		9,505		19,645		—		(29,150	)		—
Intercompany loans receivable		22		2,328		8,110		(10,460	)		—
Receivable from Tyco International plc and Covidien plc		—		—		964		—			964
Other assets		—		27		270		—			297
Total Assets	$	10,344	$	22,393	$	28,730	$	(40,878	)	$	20,589
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt	$	—	$	498	$	—	$	—		$	498
Accounts payable		2		—		1,141		—			1,143
Accrued and other current liabilities		442		75		1,232		—			1,749
Deferred revenue		—		—		185		—			185
Intercompany payables		311		824		133		(1,268	)		—
Total current liabilities		755		1,397		2,691		(1,268	)		3,575
Long-term debt		—		3,385		1		—			3,386
Intercompany loans payable		4		8,106		2,350		(10,460	)		—
Long-term pension and postretirement liabilities		—		—		1,327		—			1,327
Deferred income taxes		—		—		329		—			329
Income taxes		—		—		1,954		—			1,954
Other liabilities		—		—		433		—			433
Total Liabilities		759		12,888		9,085		(11,728	)		11,004
Total Shareholders' Equity		9,585		9,505		19,645		(29,150	)		9,585
Total Liabilities and Shareholders' Equity	$	10,344	$	22,393	$	28,730	$	(40,878	)	$	20,589

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows
For the Fiscal Year Ended September 30, 2016

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities(1)	$	(37	)	$	211		$	2,181		$	(336	)	$	2,019
Net cash used in discontinued operating activities		—			—			(97	)		—			(97	)
Net cash provided by (used in) operating activities		(37	)		211			2,084			(336	)		1,922
Cash Flows From Investing Activities:
Capital expenditures		—			—			(628	)		—			(628	)
Proceeds from sale of property, plant, and equipment		—			—			8			—			8
Acquisition of businesses, net of cash acquired		—			—			(1,336	)		—			(1,336	)
Proceeds from divestiture of business, net of cash retained by sold business		—			199			134			—			333
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations(2)		—			(120	)		101			—			(19	)
Intercompany distribution receipts(1)		1,082			1,729			—			(2,811	)		—
Change in intercompany loans		—			(1,244	)		—			1,244			—
Other		—			—			61			—			61
Net cash provided by (used in) investing activities		1,082			564			(1,660	)		(1,567	)		(1,581	)
Cash Flows From Financing Activities:
Changes in parent company equity(3)		410			300			(710	)		—			—
Net increase in commercial paper		—			330			—			—			330
Proceeds from issuance of debt		—			349			3			—			352
Repayment of debt		—			(500	)		(1	)		—			(501	)
Proceeds from exercise of share options		—			—			90			—			90
Repurchase of common shares		(2,780	)		—			(7	)		—			(2,787	)
Payment of common share dividends to shareholders		(513	)		—			4			—			(509	)
Intercompany distributions(1)		—			(1,250	)		(1,897	)		3,147			—
Loan activity with parent		1,838			—			(594	)		(1,244	)		—
Transfers to discontinued operations		—			—			(97	)		—			(97	)
Other		—			(4	)		(1	)		—			(5	)
Net cash used in continuing financing activities		(1,045	)		(775	)		(3,210	)		1,903			(3,127	)
Net cash provided by discontinued financing activities		—			—			97			—			97
Net cash used in financing activities		(1,045	)		(775	)		(3,113	)		1,903			(3,030	)
Effect of currency translation on cash		—			—			7			—			7
Net decrease in cash and cash equivalents		—			—			(2,682	)		—			(2,682	)
Cash and cash equivalents at beginning of fiscal year		—			—			3,329			—			3,329
Cash and cash equivalents at end of fiscal year	$	—		$	—		$	647		$	—			647

(1)	During fiscal 2016, other subsidiaries made distributions to TEGSA in the amount of $1,897 million and TEGSA made distributions to TE Connectivity Ltd. in the amount of $1,250 million. Cash flows are presented based upon the nature of the distributions.
(2)	Includes the internal allocation of proceeds between TEGSA and other subsidiaries associated with the divestiture of our BNS business.
(3)	Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

Condensed Consolidating Statement of Cash Flows
For the Fiscal Year Ended September 25, 2015

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by continuing operating activities(1)	$	1,186		$	1,270		$	1,824		$	(2,661	)	$	1,619
Net cash provided by discontinued operating activities		—			—			294			—			294
Net cash provided by operating activities		1,186			1,270			2,118			(2,661	)		1,913
Cash Flows From Investing Activities:
Capital expenditures		—			—			(600	)		—			(600	)
Proceeds from sale of property, plant, and equipment		—			—			17			—			17
Acquisition of businesses, net of cash acquired		—			—			(1,725	)		—			(1,725	)
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations		—			709			2,248			—			2,957
Change in intercompany loans		—			(1,304	)		—			1,304			—
Other		—			—			12			—			12
Net cash provided by (used in) continuing investing activities		—			(595	)		(48	)		1,304			661
Net cash used in discontinued investing activities		—			—			(25	)		—			(25	)
Net cash provided by (used in) investing activities		—			(595	)		(73	)		1,304			636
Cash Flows From Financing Activities:
Changes in parent company equity(2)		80			624			(704	)		—			—
Net decrease in commercial paper		—			(328	)		—			—			(328	)
Proceeds from issuance of debt		—			617			—			—			617
Repayment of debt		—			(250	)		(223	)		—			(473	)
Proceeds from exercise of share options		—			—			103			—			103
Repurchase of common shares		(916	)		—			(107	)		—			(1,023	)
Payment of common share dividends to shareholders		(515	)		—			13			—			(502	)
Intercompany distributions(1)		—			(1,335	)		(1,326	)		2,661			—
Loan activity with parent		165			—			1,139			(1,304	)		—
Transfers from discontinued operations		—			—			269			—			269
Other		—			(4	)		4			—			—
Net cash used in continuing financing activities		(1,186	)		(676	)		(832	)		1,357			(1,337	)
Net cash used in discontinued financing activities		—			—			(269	)		—			(269	)
Net cash used in financing activities		(1,186	)		(676	)		(1,101	)		1,357			(1,606	)
Effect of currency translation on cash		—			—			(71	)		—			(71	)
Net increase (decrease) in cash and cash equivalents		—			(1	)		873			—			872
Cash and cash equivalents at beginning of fiscal year		—			1			2,456			—			2,457
Cash and cash equivalents at end of fiscal year	$	—		$	—		$	3,329		$	—		$	3,329

(1)	During fiscal 2015, other subsidiaries made distributions to TEGSA in the amount of $1,326 million and TEGSA made distributions to TE Connectivity Ltd. in the amount of $1,335 million. Cash flows are presented based upon the nature of the distributions.
(2)	Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

Condensed Consolidating Statement of Cash Flows
For the Fiscal Year Ended September 26, 2014

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities(1)	$	(296	)	$	1,829		$	2,153		$	(1,882	)	$	1,804
Net cash provided by discontinued operating activities		—			—			279			—			279
Net cash provided by (used in) operating activities		(296	)		1,829			2,432			(1,882	)		2,083
Cash Flows From Investing Activities:
Capital expenditures		—			—			(635	)		—			(635	)
Proceeds from sale of property, plant, and equipment		—			—			129			—			129
Acquisition of businesses, net of cash acquired		—			—			(522	)		—			(522	)
Proceeds from divestiture of business, net of cash retained by sold business		—			—			3			—			3
Intercompany distribution receipts(1)		—			99			—			(99	)		—
Change in intercompany loans		—			347			—			(347	)		—
Other		—			—			(13	)		—			(13	)
Net cash provided by (used in) continuing investing activities		—			446			(1,038	)		(446	)		(1,038	)
Net cash used in discontinued investing activities		—			—			(37	)		—			(37	)
Net cash provided by (used in) investing activities		—			446			(1,075	)		(446	)		(1,075	)
Cash Flows From Financing Activities:
Changes in parent company equity(2)		67			(3,259	)		3,192			—			—
Net decrease in commercial paper		—			(23	)		—			—			(23	)
Proceeds from issuance of debt		—			1,322			—			—			1,322
Repayment of debt		—			(303	)		(57	)		—			(360	)
Proceeds from exercise of share options		—			—			156			—			156
Repurchase of common shares		(127	)		—			(451	)		—			(578	)
Payment of common share dividends to shareholders		(452	)		—			9			—			(443	)
Intercompany distributions(1)		—			—			(1,981	)		1,981			—
Loan activity with parent		808			—			(1,155	)		347			—
Transfers from discontinued operations		—			—			242			—			242
Other		—			(11	)		2			—			(9	)
Net cash provided by (used in) continuing financing activities		296			(2,274	)		(43	)		2,328			307
Net cash used in discontinued financing activities		—			—			(242	)		—			(242	)
Net cash provided by (used in) financing activities		296			(2,274	)		(285	)		2,328			65
Effect of currency translation on cash		—			—			(19	)		—			(19	)
Net increase in cash and cash equivalents		—			1			1,053			—			1,054
Cash and cash equivalents at beginning of fiscal year		—			—			1,403			—			1,403
Cash and cash equivalents at end of fiscal year	$	—		$	1		$	2,456		$	—		$	2,457

(1)	During fiscal 2014, other subsidiaries made distributions to TEGSA in the amount of $1,981 million. Cash flows are presented based upon the nature of the distributions.
(2)	Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.