Terrence R. Curtin
Analyst · Matt Sheerin representing Stifel, Nicolaus
Thanks, Tom, and good morning, everyone. Just before I get started with third quarter performance, I want to remind everyone that the segment reporting changes that Tom mentioned earlier will be effective with the first quarter of fiscal 2013, which begins on September 29. We will report current results in this new structure for the first time, as part of our January 2013 release, and we would expect right now, to file an 8-K with recasted segment historical P&L information by December, which should be well in advance of the January earnings call. Now let me give you some highlights to the key markets in each of our segments. Unless I indicate otherwise, all changes will be on an organic basis, which excludes the effect of currencies and acquisitions. So if you could please turn to Slide 6. In our Transportation Solutions segment, sales increased 13% on an actual basis versus the prior year, and 6% organically. Sequentially, total sales were up 10%, driven by the acquisition of Deutsch which added $174 million in sales in total, and the breakdown of that between our businesses are $96 million in automotive and $78 million within our Aerospace, Defense and Marine unit. Overall in the automotive market, our sales performed as expected, within an organic increase of 7% versus the prior year. Sales were up 22% in Asia and 11% in the Americas. While in Europe, sales were down 4%. Global vehicle production was approximately 20.5 million units in the quarter, which was up 10% compared to the prior year. By region, vehicle production was up 20% in the Americas, 22% in Asia. However, the EMEA region remained soft, with production down 8%. The strong year-over-year growth rates in Asia and North America were once again driven by the rebound following the disaster in Japan, as well as our strong market position. We expect fourth quarter production to be about 19.5 million vehicles, so we're down about 5% sequentially, in line with typical seasonality driven out of Europe. In the Aerospace, Defense and Marine market, sales were flat versus the prior year. Strong demand and increased share in the commercial aerospace and oil and gas markets were offset by declines in the Military market. For the Transportation Solutions overall in the fourth quarter, we expect revenues to be down slightly sequentially, due to the seasonal decline in auto production. Part of our sales that relate to Deutsch are expected to be about $180 million which would be up 4% sequentially versus the third quarter, and is -- which is also high single-digit growth when compared to Deutsch standalone versus its prior year. Please turn to Slide 7, so I can cover our Communications and Industrial Solutions segment. In this segment, total sales declined 12% on an actual basis, and 9% organically versus the prior year. Sequentially, sales were up 8% organically, which was in line with expectations. In the Industrial market, organic sales were down 14% versus the prior year, but were up 5% sequentially. While we did see temporary improvement in quarter 3, customers, both direct and in the channel, became more cautious around mid-quarter. And due to this, and based upon current order trends, we expect quarter 4 in the Industrial market to be down about 10% sequentially. In the DataComm market, which we include sales to the communication equipment, server, storage and wireless equipment markets, our organic sales were down 15% versus last year, due to reduced broadband and wireless spending, particularly with customers in Asia. Sales did show a nice sequential improvement and were up 10%. And in quarter 4, we expect revenues in this market to be similar to quarter 3 levels. In the consumer area, consumer device revenues were down 4% organically versus the prior year, due to continued softness in the PC and consumer electronics markets, that were partially offset by strong growth in both the mobile and tablet markets. Sequentially, our sales grew 9% organically and we expect sales in the fourth quarter to be up 5% to 8% sequentially as well. We are seeing improvement related to the new program wins and new product launches in both the tablet and mobile phone areas. In the Appliance business, we were down 3% versus the prior year, due to soft demand in Asia, which was more than offset by growth in the U.S., and sales grew 8% sequentially in this market. In the fourth quarter, we expect the CIS segment revenues to be down about mid-single digits sequentially, due mainly to normal seasonality and a softer demand from customers in the Industrial and the Appliance businesses. So please turn to Slide 8, and let me get into the Network Solutions segment. Total sales were down 13% on actual rates and down 9% on an organic basis versus the prior year, driven by our Telecom and SubCom businesses. Sales did improve 5% sequentially which was lower than we expected. Organic sales to the Telecom Networks market were down 15% versus the prior year, but up 9% sequentially. Year-over-year declines were once again due to reduced carrier spending in the U.S. and Europe. As I just mentioned, sequentially sales were up about 9% in this market, but that was only about 2/3 of what we have expected. We saw a nice order momentum coming out of our second quarter, the March quarter, but we did see order rates begin to slow in mid-May in the Telecom market, and currently, we expect sales in -- for the fourth quarter to be down about 5% sequentially. Demand in this market, particularly in the U.S. continues to lack consistency. However, the longer-term trends remained attractive, based on the demand for higher speeds and more connected devices. In the Energy market, sales were up 3% versus the prior year, with growth in all regions. And we had 6% growth sequentially. We have seen some of the softness in orders. However, we expect revenues in quarter 4 to be up slightly versus quarter 3, driven by continued investment in distribution, transmission and power generation around the world. In the Enterprise Networks market, our sales were down 2% as data center investment growth was offset by declines in office network spending. And finally, in our SubCom business, our sales declined 21% year-over-year as we expected. We did book about $110 million of projects during the quarter. However, funding of additional order projects continues to be slow. We expect sales in the fourth quarter of approximately $120 million versus our prior expectation of $140 million, due to the push out in these customer fundings. For the fourth quarter overall, Network Solutions sales, we expect to be down slightly on a sequential basis, due to the softness in the Telecom Networks business. Let me now shift to earnings, which start on Slide 9. Our GAAP operating income for the quarter was $371 million, which includes $94 million of charges related to the acquisition of Deutsch and restructuring charges of $25 million. The Deutsch acquisition-related charges include $68 million of noncash fair value purchase accounting adjustments and cash acquisition charges of $26 million. The $26 million is made up of transaction costs of $15 million and restructuring charges related to cost synergies of $11 million. We continue to expect $75 million of total cash charges related to the Deutsch acquisition. About 1/2 of this cash portion will be incurred in 2012, and the remainder in 2013. As Tom mentioned, the Deutsch integration is on track and we expect the EBITDA to exit the year at approximately a 28% level, which is slightly ahead of where we reviewed with you when we did the acquisition plan, when we told you would be about 27% at this time. Looking at adjusted operating income. Adjusted operating income was $490 million in the quarter, with an adjusted operating margin of 14%. This performance is a strong improvement, both in dollars and rate, both year-over-year, as well as sequentially. Both gross and the operating margins were in line with our outlook for the third quarter, despite the lower-than-expected sales in the quarter. The 100 basis-point sequential improvement in operating margin, include an improvement in all segments, driven by the increased volumes and the cost actions that we initiated over the past year in our CIS and Network Solutions segments. As Tom mentioned, we do anticipate revenue levels in the fourth quarter to be down sequentially. However, we do expect operating margins to remain in the 13.5% to 14% level with additional improvement in the CIS segment. Adjusted earnings per share for the quarter were $0.79 and this was up 16% versus the prior quarter, due primarily to the fall through on higher sales and the benefits of our cost and productivity actions. So let's turn to Slide 10. If you look at the top half of the slide, our gross margin in the quarter was in line with guidance at 31% on lower-than-expected volumes due to the cost actions I just mentioned and the operating leverage on the sequential volume growth. We expect gross margins to be in excess of 31% in our fourth quarter. Looking at the bottom half of the slide, operating expenses, as a percentage of sales, were 17% as expected. In quarter 4, we expect research development and engineering, as well as SG&A to be approximately 5% and 12.5% of sales, respectively. Now let me discuss items on the P&L below the operating line. Please turn to Slide 11. Net interest expense was $42 million, up from $37 million in the second quarter, due to a full quarter of interest on the debt that we issued related to the Deutsch acquisition. As we discussed when we announced the Deutsch acquisition, part of the debt raised was a pre-funding of our upcoming bond maturity in October. Because of the pre-funding, our net interest expense will remain slightly elevated, again in the fourth quarter, before being reduced in 2013 by about $8 million per quarter, once we pay down the October maturity. We expect a net interest expense of approximately $40 million -- $41 million in the fourth quarter. Adjusted other income, which relates to our tax sharing agreement was $9 million. And in quarter 4, we expect other income of approximately $11 million. The GAAP effective tax rate was 25% in the quarter, and the adjusted effective tax rate was 26%, which was in line with our guidance and we expect the adjusted tax rate to be about 26% again, in the fourth quarter. Now, let me turn to free cash flow and working capital that starts on Slide 12. Our free cash flow in the second quarter was $414 million, a very strong result, and up 19% compared to last year. Cash from operations was just below $500 million. And with the strong year-to-date performance, we now expect our free cash flow to exceed $1.3 billion in 2012. At this level, free cash flow will exceed our long-term target of 100% this year. Capital spending during the quarter was $115 million. And for the full year, we expect capital spending of approximately 4% of sales, in line with our long-term expectations of 4% to 5% of sales. Working capital performance in the quarter was very strong and levels are in line with our expectations. Receivable days outstandings were 62 days and inventory days on hand, reduced to 66 days. The inventory days are a 5-day sequential improvement, and I believe we've done a very good job managing our working capital in this uncertain environment. If you could please turn to Slide 13. Let me discuss sources and uses of cash outside of free cash flow. We began the quarter with $2.9 billion of cash and ended the quarter with $1.3 billion. During the quarter, we paid dividends of $90 million which reflect the 17% increase to $0.21 per share per quarter, and we used $2 billion in April to acquire Deutsch. And when you look at this slide, the $2 billion is shown, both in the acquisition line and the repayment of Deutsch debt of $642 million. In addition, we received proceeds of $394 million from the sale of our Touch and Services business. Outstanding debt was $3.76 billion at the end of the quarter, which is down about $200 million from last quarter due to the commercial paper pay down in the quarter. As I mentioned on the last call, we plan to reduce our debt levels to around the $3 billion level in 2013. As Tom mentioned earlier, with the strong free cash flow we expect for the year and the proceeds from our divestitures, we plan to restart our share repurchase program in the fourth quarter. And I want to remind you, that we have $1.5 billion still remaining under our authorization. Before I turn it back to Tom to cover the outlook, I'd also like to very quickly say, I've enjoyed my tenure and time here as TE CFO over the past 6 years, and I'd like to thank everyone, both my finance team, all of our employees, as well as our investors and analysts for their support. I'm very much looking forward to my new role, leading the Industrial Solutions segment and the opportunities that we have in the space, and I'm also confident that Bob Hau will be an excellent CFO going forward. So with that, I'll turn it back over to Tom.