泰科電子 (TEL) 2010 Q3 法說會逐字稿

Ladies and gentlemen, thank you for standing by and welcome to the Tyco Electronics Reports Strong Fiscal Third Quarter Results and Raises Outlook for First Quarter Conference Call. At this time, all participants are in a listen-only mode. (Operator Instructions) As a reminder, this conference is being recorded.

I would now like to turn the conference over to our host, Vice President, Investor Relations, Mr. John Roselli. Please go ahead.

Thanks, Ruth, and good morning. Thank you for joining our conference call to discuss Tyco Electronics third quarter results for fiscal year 2010 and our outlook for the fourth quarter and full year. With me today is our Chief Executive Officer, Tom Lynch, and our Chief Financial Officer, Terrence Curtin.

During the course of this call, we will be providing certain forward-looking information. We ask you to look at today's press release and read through the forward-looking cautionary statements that we've included there. In addition, we will use certain non-GAAP measures in our discussion this morning and we ask you to read through the sections of our press release and the accompanying slide presentation that addressed the use of these items. The press release and all related tables along with the slide presentation can be found on the investor relations portion of our website at tycoelectronics.com.

Now, let me turn the call over to Tom for some opening comments.

Thanks, John, good morning, everyone. If you would please turn to slide three now. As we previewed last week, Q3 was another strong quarter for us. Sales of $3.1 billion were at the high end of our guidance as stronger demand offset the negative impact of a weaker Euro. Our adjusted EPS was up 9% sequentially and exceeded our guidance of $0.61 to $0.65. This earnings strength was due to slightly higher volumes and related strong fall-through, continued productivity improvements and operating expense leverage.

One of the highlights for us in the quarter was our adjusted operating margin reached 15% for the first time since separation three years ago. And while our normal operating margin run rate is closer to 14% to 14.5% at this volume level, this is another indicator of the fundamental improvement in our operating leverage which you know has been a very, very high priority over the last couple years.

Our three largest segments showed continued margin improvement and in our Network Solutions segment, adjusted operating margins where up 260 basis points sequentially to 13.3%. That business had been lagging on the sales side, turned down, after the consumer business was turned down, turned up after them and we expect to see nice operating leverage there with volume pickup.

Order input was solid again this quarter with total orders of just under $3.3 billion in a book to bill of 1.06 and this was our fourth consecutive quarter of book to bill exceeding one. The orders were strong and consistent throughout the quarter and continued that way so far in July.

If you could please turn to slide four. On a sequential basis orders grew 7% in the quarter. Our Electronic Components segment orders were up 2%. The industrial and data communication equipment market in Electronic Components were up 14% due to increased demand in factory automation and broadband equipment. We did start to see this at the end of last quarter and expected the growth rate to pickup in these two areas.

Automotive orders were approximately $1 billion in the quarter which was down slightly versus Q2 due to currency translation. Excluding that, our organic growth was about 2%. But the book to bill was positive at 1.01. Compared to where we were a quarter ago, automotive was a little stronger than we thought. Vehicle production was approximately 18 million units in the quarter which was essentially flat versus Q2 and, as I said, a little better than I think anybody in the industry expected.

We're also benefiting from more favorable vehicle mix. This is more premium segment sales. When the market turned down hard over a year ago, in addition to the sharp drop off in cars itself, the correction in the value to the inventory chain, we also saw a slight shift in mix to lower end cars with lower content. I think everyone was concerned about how long that was going to last. We've actually started to see that shift back. Not only is the mix swing back to a more normal mix, which means in the last couple quarters more premium cars being sold but we're also seeing the level of options per car creep up so that our average content per vehicle which is in the $60, $61 range is just about back to where it was in early '08 before the hard downturn came.

Based on current projections we do expect fourth quarter auto production to be down by approximately 10% with most of this decline in Europe and China and when you consider the positive trends I just mentioned, net that against the normal volume declines, our sales will be down about 5%.

Shifting to our Network Solutions segment, orders were up 11% sequentially. We're starting to see an increase in capital spending by our carrier and enterprise customers over and above the normal seasonal lift we see in this quarter. Orders in these businesses were up 19% and 9% respectively with strength in all regions. Orders in our energy business were up 6%. I would say the activity we're seeing was in line with what we expected in the quarter. Noteworthy in our Specialty Products business is that our touch business orders were up 7%.

In the Sub-Com business, bookings were approximately $130 million as the Tata Gulf contract did come into force. In addition, we have been awarded portions of two other significant projects worth about $300 million to us and about $500 million to $600 million in total which are in the process of obtaining funding. We expect both of these projects to be added to backlog by the end of the calendar year.

On a geographic basis, organic orders grew sequentially in all regions. If you take Sub-Com out, the Americas were up 13%, Europe up 4%, and Asia up 6% and clearly our European businesses are benefiting from sales to customers that export a large portion of their product to other regions, particularly in the automotive and industrial equipment markets. For example, in Germany, I think about two-thirds of all cars produced are exported.

Before I turn it over to Terrence to go into more detail, let me just recap what we said about the ADC acquisition that we announced last week. The combination of ADC and our Network Solutions businesses creates a world leader in broadband connectivity solutions for carriers and enterprises. We get excited about this. Here's a few highlights.

Together we're going to offer the most complete range of carrier fiber and copper connectivity products all the way from the central office or the data center to the desk or the home. So, it's a very robust product offering for carriers. We'll also have a complete range of enterprise connectivity products including fiber, copper, wireless, shielded and unshielded cable, and physical wire management solutions. This really helps us bulk up our enterprise product line for all regions of the world.

We've added the distributed antenna system or mini cellular antenna and amplifier product line from ADC which serves the needs of carriers and enterprises as they add wireless coverage and capacity in support of the incredibly rapidly expanding wireless broadband services and this was really important because it was a product that we did not have and this would've been a gap in our offering.

We said we would be a leader in every region and we believe this is going to increase our opportunities. We're going to be much stronger through all the channels, not only our direct channel, the ability where we're going into customers direct but through the electrical distributers as well as the telecom distributers. We have more to offer together to these companies. I think our relationship will become more strategic.

We'll have the scale to meet the ever increasing unique customer needs around the globe. The networks tend to have different designs around the world. There's commonality to a level in the platform but there's also local differences and the ability to have their engineering resources in the labs and on the ground to do this is important.

And lastly, in addition to the strategic benefits of this deal, we expect to realize significant cost synergies which we currently estimate at about $100 million annually. We expect the acquisition to be accretive in earnings in year one by approximately $0.14 and earn Company average margins in year three.

So, in a nutshell, we want to be a leader in connectivity in the broadband network build out and this acquisition gives us the opportunity for that.

With that, I'll turn it over to Terrence.

Thanks, Tom. And good morning, everyone. Let me start by reviewing our sales performance by segment and market and then I'll get into earnings and cash flow.

You start with slide five. This shows our overall revenue performance by segment both on a year over year and sequential basis. As you can see, we had both year over year and sequential sales growth in all segments, excluding Sub-Com. Total Company sales of just under $3.1 billion were up 23% year over year. The growth was driven primarily by our Electronic Components segment which was up 46% with growth across all markets. Excluding Sub-Com, sales growth was broad based across all regions with Asia up 47%, the Americas up 32%, and Europe up 23%. Currency translation on a year on year basis decreased overall Company growth by approximately 70 basis points.

Looking at sales growth on a sequential basis, sales were up 4%, led by Network Solutions with growth of 12% and also nice growth in the Electronic Components and Specialty Product segments, offset by a decline in Sub-Com. Currency played a bigger part on the sequential basis than year over year. Currency translation decreased our overall Company growth on a sequential basis by approximately 310 basis points.

If you look at the mix of our business, our businesses that served the consumer markets which is slightly less than half of our revenue, sales increased 43% year over year and 2% sequentially. As we highlighted on last quarter's call, in the industrial and infrastructure markets we continued to see improvement in them and our sales were up 9% versus last year and 6% sequentially. If you take out our Sub-Com segment, the industrial and infrastructure markets were up 13% on an organic basis.

Now let me get into more detail by submarket by our segments and unless otherwise indicated, all changes that I'll talk to will be on an organic basis. So, if you turn to slide six, on the left-hand side, starting with our component segment markets, in the automotive market our sales versus the prior year increased 47% and sequential sales were up 5% with growth in all regions. Year over year growth, we saw sales were up 60% both in Asia and the Americas while Europe was up 36%. As Tom indicated, we expect our quarter four sales to be down in automotive approximately 5% related to normal seasonal patterns.

In the data com market which includes sales to the communication equipment, server, and storage markets, our sales increase 37% year over year and were up 14% sequentially driven by new customer program launches and continued spending on broadband infrastructure and data storage equipment. In the industrial equipment area, sales were up 65% versus the prior year and 12% sequentially driven by the increased capital spending and factory automation which is also driving additional demand in the distribution channel. In the appliance market, our sales were up 51% on a year over year basis and 9% sequentially driven by end demand and increase content. In the computer market, our sales increased 32% versus the prior year and 10% sequentially driven by the growth in the emerging markets as well as demand for notebook and netbook products. And finally, in the consumer device markets which includes sales to the mobile phone and consumer electronic markets, our sales were up 10% year over year and up slightly sequentially.

Turning the right-hand side of the slide to discuss Network Solutions, sales in this segment were up 8% versus the prior year. Sequentially, our sales were up 17% which is much higher than the typical seasonal growth of 5% to 7% we see in these markets due to increased capital spending by our customers. Based upon the trends we're seeing, we expect revenue levels in all businesses to remain strong and to be similar to the Q3 levels in quarter four.

If you look at the energy market, our sales were up 4% versus the prior year and up 12% sequentially due to increased demand, especially in Europe and typical seasonality. In the service provider market, our sales were up 7% versus the prior year and up 29% sequentially due to increased carrier spending in all regions of the world, especially in Europe. And in the enterprise network market, our sales increased 16% versus the prior year and were up 12% sequentially, reflecting continued investment in the data center, government, and education markets.

Let's turn to slide seven to cover Specialty Products and Sub-Com. Sales in the Specialty Product segment increase 17% versus the prior year and were up 10% sequentially. Sales to the Aerospace, Defense and Marine markets were up 8% versus the prior year and up 9% sequentially due to the improvement in the commercial aerospace market as well as strength in the distribution channel. We currently expect for quarter four revenues to be similar to the quarter three levels.

In our touch systems business, sales were up 31% versus the prior year and 16% sequentially. Sales to the retail market continued to improve during the quarter and in our fourth quarter we expect a further increase of 10% versus our Q3 levels driven by continued improvement in this market.

In the Circuit Protection business, and this business primarily serves consumer markets, our sales increased 39% versus the prior year and had a 10% sequential growth. This is driven by growth in portable devices. And finally in our medical products business, sales increased 5% versus the prior year and 2% sequentially, driven by improved spending on capital equipment.

Looking at the right-hand side of the chart, in our Sub-Com segment, as expected our sales declined 47% versus the prior year and 18% sequentially. Booking in the quarter were $137 million and we ended the quarter with $583 million of backlog. We expect revenue of approximately $150 million in quarter four which will result in full year sales of approximately $725 million and with the awards that Tom talked about, our current view of 2011 sales remains in the range of $600 million to $700 million. And certainly if we're able to land more awards that amount could go up as we move through the year.

Now let me get in and discuss earnings which start on slide eight. Our GAAP operating income for the quarter was $467 million which includes $4 million of income related to other items net of restructuring charges. There were no additional manufacturing site closures in the quarter and our current site total remains approximately 90. We expect that approximately $15 million of restructuring charges in the fourth quarter and expect that upon program completion in 2011 our site count will be in the mid-80s. Currently we expect that the charges in 2011 will be $50 million.

Adjusted operating income was $463 million in the quarter with an adjusted operating margin of 15%. Solid fall-through of approximately 40% on the $130 million of incremental sales drove this sequential improvement. The operating leverage we're getting as a result of the prior cost actions and ongoing productivity programs, as well as the benefit of the pickup in our industrial and infrastructure businesses.

In addition, similar to last quarter, total Company margin did benefit from favorable project execution in the Sub-Com segment which positively effected overall margin by approximately 50 basis points. And what this is is really the closedown of some larger contracts and our team executing very well from a cost element to bring them in better than originally estimated.

Based upon this and the top line guidance given for quarter four, we expect adjusted operating margins of 14% plus with our Sub-Com margins being in the low teens. Adjusted earnings per share for the quarter was $0.70. This was up 9% from the second quarter, reflecting the growth in the operating income of 13% and this was offset partially by a slightly higher tax rate.

Let's move to slide nine now. If you look at the top half of the slide, our gross margin in the quarter was 32% and this was consistent with last quarter and slightly higher than we guided. As I mentioned earlier, we did get favorable project execution in Sub-Com as well as all the segments with the slightly higher volume came in with slightly higher operating margin with good fall-through. As volumes increase in our industrial and infrastructure markets, we do get a slight mix benefit and in quarter four we do expect gross margins in the 31.5% to 32% range.

If you look at the bottom half of the slide, on operating expenses--and these include both RD&E and SG&A--they were up $62 million year on year driven by the increase in sales. On a sequential basis, the operating expenses were down approximately 160 basis points due to additional leverage on the increase in sales as well as approximately 30 basis points of currency benefits related to the strengthening of the US dollar versus the Euro. In quarter four we expect that our Research, Development, and Engineering will continue to be approximately 5% of sales and that SG&A will be approximately 12.5% of sales.

Turning to slide ten, let me discuss items on the P&L below the operating line. Net interest expense was $34 million versus $38 million in the prior year and that was due to lower debt levels. Adjusted other income which relates to our tax sharing agreement was $9 million compared to $5 million in the prior year and for quarter four I expect this will be approximately $13 million of income.

The GAAP effective tax rate in the quarter was 30% and the tax rate on adjusted income was 27%. This adjusted tax rate was slightly higher than our guidance rate of 26% and had a negative effect of $0.01 per share. In quarter four we expect a tax rate on adjusted income of approximately 26% and we expect we will be able to continue to keep it at that level beyond 2010 based upon the planning we've completed.

Now let me talk to cash flow. That's on slide 11. Our free cash flow in quarter three was $283 million compared to $327 million in the prior year quarter. Higher income levels in the current year were partially offset by slightly higher capital spending and increases in working capital as volumes picked up. Our adjusted cash tax rate was 6% in the quarter and continues to be lower than our normal rate of 20% as we utilize net operating losses incurred in the prior year in certain international locations. We expect that our full year cash tax rate will be slightly below 10%.

Turning to our working capital metrics we continue to have good performance as business conditions improve. Our days sales outstanding of 65 days were up one day versus prior year and up three days sequentially and our inventory days on hand excluding contracts and progress of 63 days was down four days year over year and was flat sequentially. As I've mentioned previously, we expect to be able to maintain the inventory days at this level moving forward.

We spent $92 million on capital in quarter three of approximately 3% of sales, up from prior levels of $61 million. We expect capital spending in the fourth quarter to be approximately 4% of sales and for the full year we expect capital expenditures to be about $375 million. Cash restructuring during the quarter was $30 million and we expect about $40 million in the fourth quarter. With that we expect the full year cash restructuring spending of slightly below $200 million. And finally, as Tom mentioned, based upon the traction we're seeing, we have increased our guidance for fully year 2010 free cash flow to be $1.3 billion versus the $1.2 billion we mentioned last quarter and this does include the restructuring spending I just mentioned.

Moving to slide 12 which shows our debt and liquidity position. We began and ended the quarter with about $1.8 billion of cash. The free cash flow of $283 million we generated this quarter was essentially returned to our shareholders via dividends of $72 million and share repurchases of approximately 8 million shares. At the end of quarter three, approximately $200 million remained on the current share repurchase authorization and we expect to continue our share repurchases in the fourth quarter, albeit at a slightly slower pace than what we did this quarter.

Finally, as we covered on the ADC acquisition call last week, the $1.25 billion enterprise value offer, is an all-cash offer that we expect to fund with approximately $1 billion from available cash and the remainder from debt. This will allow us to keep our strong credit metrics while retaining flexibility, continue to take advantage of any strategic opportunities while continuing to return cash to our shareholders. Now let me turn it back to Tom.

Thanks, Terrence. I'll give a quick update on our fourth quarter outlook and our full year and add a few comments on how we see the economy. If you want to turn to slide 13, please.

For the fourth quarter we expect our sales to be in the range of $3.05 billion to $3.15 billion which is up 13% to 17% year over year and about flat sequentially. Continued strength in industrial and infrastructure markets will offset the normal seasonal decline in automotive and the expect decline in our Sub-Com business. Adjusted operating income is expected to be in the range of $430 million to $460 million compared to $463 million in Q3. And we would expect, as Terrence mentioned earlier, that the Q4 operating margins should be 14% plus. We feel that we've pretty solidly hit that level now and we expect all segments, excluding Sub-Com to have margins similar to the third quarter levels. Our Q4 adjusted EPS are expected to now be in the range of $0.68 to $0.72.

For the full year, sales are expected to be approximately $12 billion, up 17% versus the prior year and full year EPS are expected to be in the range of $2.49 to $2.53 compared to $0.81 last year. Now, when we were sitting here a quarter ago, we want to compare how we see the second half then versus now, our organic revenues improved about $200 million, 3% to 4% roughly offset by about $100 million of Euro headwinds due to the weaker Euro and our EPS is up about 15% due to that volume increase and stronger margins. The business is definitely stronger, feeling stronger than when we sat here a quarter ago.

Just a few comments looking beyond the fourth quarter, visibility is somewhat limited because most of our businesses have relatively short lead times, as you know. And there's a lot of mixed signals on the global economy which is definitely creating uncertainty. On a positive note, conditions in the majority of the markets we serve are much better today than they were a year ago, primarily because inventory levels in the supply chain are much lower and in several industries, our customers are telling them they're still low even though they're uncertainty in the demand in the first and second quarter.

In addition, we're seeing capital spending relating to infrastructure starting to pick up, especially in the broadband, commercial vehicle, and factory automation areas. Another sign is the distribution channel inventories are pretty healthy. That business has been consistently strong. We expect that to level off but the inventory in the channel is healthy. We know that things can change quickly but what I'm confident about is that we have momentum in most of our markets which means we're performing well in most of our markets and we have a much better cost structure in place, giving us good operating leverage on the upside as you're seeing this year with gross margins two quarters in a row at 32%, the ability to hit, albeit with a few benefits, 15% operating margins in Q3. And what that also means is in the event--we're not foreshadowing this--but if there were some sort of downside, we're much better protected on the downside.

So, to wrap it up, it was another strong quarter and we raised our outlook for the fourth quarter. Cash flow continues to be strong. We expect to generate approximately $1.3 billion which is $1 billion more than we thought three months ago when we sat down here. During the quarter we returned $280 million to shareholders. We announced the important acquisition of ADC to establish global leadership position in our networks businesses and we're very excited about that and integration is well underway already and we're going to continue to maintain a strong balance sheet with the flexibility to pursue strategic options and to continue to return cash to shareholders which has been our strategy really from day one, to be balanced in that regard. We will continue to be that way.

So, thank you and with that, Operator, can we open the line up for questions?

Yes, thank you. (Operator Instructions) The first question does come from the line of Amitabh Passiwith UBS. Please, go ahead.

Hi. Thank you, Tom. First question for you. Can you just remind us what normal seasonality tends to be for you in the December quarter?

In the December quarter, Amitabh--it's Terrence--typically what we do see is auto production typically comes down a little bit because of taking advantage in certain parts of the world some of the holidays and you also get some of the seasonal outside businesses typically come down a little bit versus Q2 or Q3. but typically it's pretty consistent with our quarter four levels on a normal basis.

I would say it's probably a little bit less this year because of the catch-up mode that some of the industries are in. For example, some tier ones and some OEMs are having a shorter shutdown period this year than normal.

Got it. And then just very quickly, your guidance, let's say 14% plus, 14%, 14.5% operating margins, still at a $12 billion sort of revenue run rate, it seems at this level once you get to sort of the $15 billion you'll be well North of 16%. Is that the right way to think about your model? Or do you think you probably see some incremental cost pressures as we go into fiscal '11?

I would say that's the question we expected. Thanks for asking it early. We feel good that we're solidly and sustainably in the mid 14% range at this level which gives us a lot of confidence when we talked last quarter that to be able to deliver 15% plus at the $14 billion level is--we're right on track. We're ahead of that plan. Internally we would expect that if we keep this momentum, the possibility of going over that--but I think it's too early to tell.

We want to deliver sustainability. As you know the mix can shift in this business. Exchange rates and things like that. So, that's why we say we feel with this 14%, 14.5% sustainable level. That and you get a little more revenue on that and the flow through we've been getting, that's what lifts us up to this 15% plus sustainable level. We're not capping it by any means but we want to achieve it and achieve it consistently before we move up the target externally.

Great. One final question and I'll step back into queue. Gross margins 2Q to 3Q were down 50 basis points. Both quarters had about a 50 basis point benefit from Subsea. Just trying to understand some of the dynamics. Was there headwinds from currency? Could you just maybe elaborate on that?

When you look at it, actually that gross margin that you saw there had to do with--we did talk about last quarter some mix benefit around the distribution channel. Last quarter, Amitabh, so we did expect--we guided basically down. We thought we would be down around 31.5%. The margin came in right where we expected example- Sub-Com. So, we had some mix benefit in our components segment in our second quarter that didn't repeat here this quarter but that was the entire driver.

Okay. Thank you.

Thank you.

Next we go to the line of Amit Daryanani with RBC. Please, go ahead.

Thanks a lot, guys. If I could just maybe push you a little bit more on that longer-term question, you historically have talked about 25% incremental margins. If you can do that from current levels, that would imply you could get to 16.5%, 17% operating margins on that $14.5 billion run rate. What would be the offsets or caveats to achieving that?

What I would say, Amit, we are not coming off that operating leverage number. So, when you see that, it really comes into--that has not changed. It's the sustainable level. We do feel we're at this 14% plus and then what is the growth trajectory off of that? So, really that's the big item that is, what is the growth trajectory off it to get to the 14.5%? As we've said, we do expect we would be able to get to 15% plus at the $14 billion level.

I would add in business mixes.

Exactly.

I would say we had in the recovery of this year, we had all the benefits we typically have in a recovery and little bit more than we would've expected in favorable mix in the channel. Now part of our strategy is to grow our share in the channel and I think early indications are we're making progress there. So, we're very confident about the path we're on but it's just too early, I think, to say, "Hey, put another $1.5 billion" when we're at 16% to 16.5%.

Given the mix of business we have, we could conclude to aggressively go after other elements of the business that might have lower operating margins but, for example, with very high returns. I'm not suggesting--but that's the kind of tradeoff and that's why we want to give ourselves that flexibility. The good news is I think our track record is showing the margin is consistently moving up.

Fair enough. As long as the mix is static, relatively speaking, the field work is there, nothing really inhibits the 25% incremental margins, right? Is that a reasonable takeaway?

That is the right takeaway, Amit.

Just one more thing. Your auto business looks interesting to me because sequentially units were basically flat and on a constant currency basis you guys actually saw 5% sequential growth. How much of that 5% growth do you think was content growth versus maybe mix helping you?

I would say it's a combination of both. We definitely saw in the latter part of last quarter and through this quarter that the mix shifts aren't wild but they clearly move back to the higher end, what we would call the premium vehicles. That picked up again. Our content, for example, can range from sort of a subcompact car of $45 a share up to a premium car that has as much as $300 of content. A shift can move us a little bit.

So, it's that and more options. We're seeing, really everywhere we go, options. I was in Latin America and Brazil about a month ago introducing requirements for stability control systems. That adds electrical content. We're seeing more options and the OEMs naturally, now that things have settled down, are pushing more options in their deals. So, we're seeing that lift right now. It's more--than mix.

Fair enough. Just finally I want to use my last questions on the buyback. Can you maybe talk about how much you expect it to slow given the fact we kind of have the ADC transaction closed by the end of the calendar year?

We won't get into the exact amount but what we will do is make sure as we do have this big expense coming up, we'll ease it back a little bit from that viewpoint but we still continue to do it and we only have about $200 million left on our authorization anyway, Amit. We don't give an exact number but we do expect to be lower than this quarter.

Fair enough. Thanks a lot and congratulations on the quarter, guys.

Thanks, Amit.

Next we go to the line of Matt Sheerin with Stifel Nicolas. Please, go ahead.

Yes, thanks. Just to follow-up on the automotive sector, specifically on the order patterns and inventory. You had a few very, very strong, obviously better than seasonal quarters. Now you're back to seasonality. Can you give us some color on how the inventory at your customers look right now in terms of component inventory? Do you expect at some point there will be some sort of correction as the customers figure out exactly where they are in terms of inventory?

Correction is a big word, I would say. We had a big correction 18 months ago that lasted two quarters. We don't see anything like that because I think we've all learned. We still have customers expediting us and there is still a general shortage of certain components in the automotive industry. So, whether it's an OEM and inventory on the lots, in most countries, not everybody reports it but the ones that do are down. The US is in the 45 day range which is below normal levels let alone below where it was last year. Tier ones are not having anywhere near the level of summer shutdowns as they did even last year when this thing was starting to ramp at this time because its still trying to catch-up.

So, our checks with our tier one partners, the harness makers and the OEMs say inventories are in very good shape. If you had a flattening I don't think you'd have much of an adjustment at all. If you had a slight downturn beyond seasonal I think you would have a small adjustment. So, that's why I said earlier in the call I think things are in much, much better shape. Everybody's frankly erred on the side of having too little inventory which is why there's still a lot of noise in the supply chain and we get our share of that.

Okay. Great. And then could you comment on the pricing environment? Not just in auto but across your components businesses? As you said, there are component shortages. There's a lot of expedited orders. That would obviously put you at somewhat of an advantage. So, could you talk about what you're seeing on ASPs right now and how that trend is going forward?

I think with that typically, the impact of that typically means there's less price erosion. So, we continue to be in the 1.5% to 2% range. It hasn't changed in a couple years now. We actually haven't seen much of a change in any of the industries out of normal patterns. I would say again a little bit lighter because when there is a shortage folks aren't coming in and pressuring you as much as they normally would but I also think I can speak for us, we've gotten a lot more effective in our pricing as we retooled our pricing processes over the last two or three years.

So, we feel like we have a much better handle on the global pricing trends and how to make sure we're pricing at the right level and not leaving too much on the table so to speak. So, we consistently see under 2%. We do not expect that to change much for the next couple quarters. Beyond that it's really hard to tell. Copper has come back again from where it was a quarter ago, in fact $3.00. I think a quarter ago we were around $3.50. So, in general, pretty--not much volatility in pricing right now.

Okay. Thank you.

You're welcome.

I'd like to just remind everyone to hold your questions to one question and one follow-up. We've got a lot of folks in the queue and want to try to get to everyone here in the next 20 minutes. Thank you.

Next we go to the line of Craig Hettenbach with Goldman Sachs. Please, go ahead.

Yes. Thank you. Tom, you mentioned that order trends were consistent throughout the June quarter and that strength continued into July. Can you talk about by end market are you seeing much fluctuation in terms of certain end markets trending stronger or weaker?

I wouldn't say fluctuation, Craig. What I would say, to really plot it out in detail, the non-auto consumer market flattening just a little bit of a decline which we do think if there's one industry that the consumer electronics industry probably suffered the most from the dearth of supply components. There's probably a little bit of an overbuild both in supply but it's not significant. We're talking about supplying points on the graph here.

I would say the industrial market and infrastructure market orders continued to get stronger through the quarter and automotive was very stable through the quarter across the regions. It's been for three or four months now sort of running at the $3.2 billion, $3.3 billion a quarter order rate without much variability and the Sub-Com business has its own variability. But I'm not including that.

Okay. Thank you. And just on the follow-up, I know it's only been a week since you announced the acquisition but any initial feedback from customers on the ADCT?

I would say very, very positive. Very positive from our direct OEM customers. They had all been telling us they want larger strategic suppliers like so many companies are doing. We want less suppliers and we want the ones we have to do more, to have more scale that can give them better value and better investment in technology. Our channel partners are really excited about the idea because this kind of consolidation simplified their life. It gives us more of--we're more valuable strategically to a big channel partner than we were as two separate companies. This really--I think it really is going to be the one and one equals three through the channel as well. We have to work it out and all those things and it'll take a couple quarters to get momentum around that, but those are the kinds of things we're working on right away.

Okay. Thanks again.

Thanks, Craig.

Next we go to the line of Shawn Harrison with Longbow Research. Please, go ahead.

Hi. Just a quick clarification first. In terms of the seasonality question on auto, what is the typical seasonality for the December quarter?

Typically what you'll see and even if you look at the projections for 2011, we basically would see the December quarter we said we're going to have about 16 billion, 16.5 million units being built here in quarter four. Right now the projections are about 17 million to 17.5 million units, going for Q4 to Q1 but typically that's a lower quarter than the stronger quarters of quarter two and quarter three, Shawn. Hopefully that helps frame it.

Okay. And then just two brief questions. You mentioned during the prepared remarks you're seeing I guess restocking in different parts of the supply chain. Maybe if you could just describe where you think you're at in terms of just the timeline of that being completed and then within the specialty products business, EBIT margins at almost 17%, is there upside from there because you're at very good profitability right now?

I'll tell you, restocking, I don't feel like it's a programmatic type of thing where businesses are, "Let's get the shelves filled". I think it's just that things went down so hard when they went down that literally everybody in the supply chain, if they didn't have to buy anything, they didn't. Much of the supply chain, even our suppliers and we're fairly--take auto. We're fairly far down the supply chain. The folks who supplied us turned off. It took them awhile to get up. It took us awhile to come back. I think it's just getting a regular flow of components and getting back to the kind of normal lead times we need to live with.

So, in automotive when OEMs are releasing orders once a week and the harness makers have to have enough inventory to meet all those different custom harnesses and deliver them to their customer within a week, we have to have enough connectivity products to do the same. So, I think--I'd say it's getting back into equilibrium, not so much a stock up. But as we check around and you can imagine we check around twice as much as we did given what happened last time, we're feeling it's pretty healthy.

We don't think there's any business lift to speak of that's going to come from--it's more if there's a pause here or a little downturn, everybody's going to be in pretty good shape to handle it. There's not going to have to be slamming the brakes. There will be much more of a gradual applying of the brakes. We're even not seeing signs of that yet. So, for all the uncertainty in the macro side of things, you talk to OEMs, you talk to tier ones, you talk to our sales people, we're getting a pretty consistent message. But we know it can change quickly.

And then on your SPG, Shawn, the SPG segment we do expect will be above the 16% and if you actually go back in '08, it ran 17%, 18%. And what we're seeing, it really comes to the points both Tom and I made during the prepared remarks. These are much more industrial markets, typically better gross margins. I think what you saw this past quarter, we expect the margin to be similar in our quarter four and as volume comes, these are markets that we do think will be in the higher teens versus where they were last year in the lower to middle. I do think as volume continues to ramp we do have some more upside in that area.

Okay. Thank you very much. Congrats on the quarter.

Thank you, Shawn.

Next we go to the line of Steven Fox with CLSA. Please, go ahead.

Hi. Good morning. Just a question on the industrial markets. Could you talk a little bit about any signs you could point to as to the sustainability of the demand? Obviously it's come off of lows and was a laggard as the economies around the world have recovered, but why would we be comfortable that, say a year from now we're still talking about decent growth in industrial?

I think the biggest trend that's going on and I don't think we--we sure don't have any unique insight into the sustainability but if we can apply our own Company's strategy, the reliance on lots of low cost labor in China is--you can't rely on it for the long-term. Everybody we talk to, including ourselves, have key programs to begin to add more automation into their China operations. You know us, we produce almost $2 billion worth of revenue in China. We have 30,000 plus employees in China. The supply-demand of labor in China continues to be on the favor of the people. There's more demand than supply which leads to turnover. The costs are going up. All the things you would expect as the country goes from emerging to early development.

We're seeing our industrial customers' business pick up as many, many companies are changing their model. The other factor is just the growth of the buying power of the Chinese consumer is growing significantly. So, local consumption is growing. That will be served largely by local production. Those are two big drivers. I would say--I think they're long-term sustainability. I'm sure they'll have peaks and valleys as the economy goes, but that's what we see being the single biggest driver.

Secondarily, I think everybody is trying to drive productivity. You come out of a period where so many companies had to take so much cost out and most of that cost was people, that we're all being very careful how we bring it back in. One, to manage the financial performance of the Company and, two, to reduce the volatility in our workforce. One of the ways you bridge that gap is different levels of automation. It's beyond China but the one single big trend is automation in China.

Thank you very much.

Thanks, Steve.

Next we go to the line of William Stein with Credit Suisse. Please, go ahead.

Thanks. Good morning. I'm wondering if you could talk a little bit about lead times now and when we see the book to bill ex- Sub-Com of 1.08. Do we think about that as backlog building into calendar Q4 or is that more near-term demand that it's reflecting?

I would say our lead times probably the last two quarters I would've put in the two weeks longer than normal category. Or down to the week longer than normal category. So, that gap is improving. Our production comes up I think. Certainly we have orders scheduled for the first fiscal quarter of our year. But the real indicator is the order rate is coming in the door short-term because we know that these orders can be put on hold. We had a health order backlog 18 months ago and it got quickly put on hold. We're not seeing any signs of that. So, the key is what's the flow rate in the front door, so to speak, as opposed to what's the size of the backlog? Because typically if people are getting nervous they start to turn down the amount of orders they're releasing. As I said, that hasn't really--in any of our markets, I would say hasn't tapered much. We look for lots of signs, constantly digging for signs. And as I mentioned in an earlier question, other than consumer electronics which has leveled off just a tiny little bit of a tick down, we can't even conclude anything from it because there's so much mix within there. We haven't seen anything like that.

Thanks, Tom. Then just one follow-up, if I can. There's been a change in distribution strategy or an evolution of distribution strategy at Tyco over the last few quarters. I'm wondering if we can get an update on that, where we are in the process of maybe cutting the number of distributers, focusing more product through distribution and comment on maybe any effect that's having on revenue growth and margins?

As you know that's been a big important focus area for us. I think like a lot of our business in the past we did too many things and we did it in too many ways and therefore we weren't effective and we spread ourselves too thing. So, whether it's portfolio or the footprint, I would put our distribution--our historical distribution strategy in that category. So, what we decided to do was have less distributers, more strategic distributers and really have strategic relationships with them.

So, that program has been underway for two years. The number of distributers now has been cut in about half. We've recently been around to all of our big key strategic distributers and I would say we have a lot of momentum. People are feeling like this is a win-win situation and we feel very good about it. We believe that the beginnings are showing up in our numbers and it's certainly showing up in terms of partner satisfaction, ease of doing business with us which then turns, we believe, into market share. So, we feel very good about where that program is. Still more work to do.

Any change in percent of revenue through distribution as a result of this?

Maybe up a percentage.

It's inflated a little bit right now.

A little bit.

But we wouldn't call that market share necessarily. It's still the distribution channel is outperforming the direct channel due to some restocking and some shift in spending.

I'd say where we are is we're in the increase in mind share right now which will follow--we expect to follow market share. But all the indicators are very positive.

Great. Thanks very much.

Thank you.

Next we go to the line of Jim Suva with Citi. Please, go ahead.

Thank you and congratulations on great results and a very strong outlook. I have a question for Tom and the follow-up is for Terrence. Tom, with the ADC transaction now you're going to be integrating it, does your Company have bandwidth to do more acquisitions during this time period? You just previously mentioned that in the past your Company has kind of been spread kind of thin doing lots of different things. Should we think about you guys digesting and integrating that first? Or do you still have some bandwidth to do it?

People continually ask me why it takes you three years to integrate this versus others who integrate much faster like an Amphenol. And then, Terrence, on the follow-up, the other income line of $13 million seems to really move around a lot. Should we expect it to be around that $13 million or kind of go back to the $5 million to $9 million? And on the tax rate you've been working it down. Are we at the optimal level or around 26%? Or can you still take tax rate lower? We're talking future quarters out.

Yes, Jim. Good question. I think a couple things. Our sense of the acquisition, $60 million, fairly straight forward, integration in 30 days. ADC, $1.2 billion Company operating in every part of the globe, legal entities all over. How do you optimize factories? How do you optimize the channel? So, the integration, it really depends on the definition. I think us presenting ourselves to the customer, that integration will be done shortly after the deal closes. So, our customers will feel one Company coming into them very, very quickly. Shortly after that, product roadmap, bringing the harmony together, what kinds of products, where do we have overlap? Who's going to develop what in what lab? What locations? That will be defined, I would expect, within three months of integration. Sort of the SG&A primarily G&A optimization, that'll be in the first year.

What takes the longest is where you might be doing factories. We still have to sort that out. But if there is factory integration, depending on where those factories are, that's what takes longer. I don't think it all happens and it takes three years. It's sort of like marching down a football field. You're gaining yards all the way along and making progress all the way along. And when we say--those longer-term things around factories, I think you have to keep in mind this is a $1 billion business that has complexity to it and we need to be delivered to it. But I do feel we have an excellent team. The early indications is there's great teamwork between the two teams.

The second part of your question for me, do we have the bandwidth to do other acquisitions, it depends on--we wouldn't do another acquisition in this space, of course. But in other areas and in certain parts of the specialty business where we said, for example, aerospace and defense or in our network energy where we have things that we'd like to bolt on, no. We wouldn't be impacted by this because it would be different people doing the work. And we're going to be deliberate, no question about it. This one really put our network solutions and the telecom piece of that business, it now is a much stronger business than--we want to be a leader if not the leader in the segments we're in because there's a lot of benefit to the crew. If you believe that broadband is a long-term trend which we do--it's not even broadband as we think of it today. It's much more bandwidth into the home. Because when you think of high-definition, 3D, and all those things, that puts us in a good place. So, Terrence, you want to answer--?

Yes. Let me answer your tax question, Jim. Other income. Other income I think when you look when we guide, I typically mention it's going to be between $10 million and $13 million. Certainly the complexity of it is interrelated to our tax sharing agreement and whatever moves in that number typically also affects the tax rate. When you look at--so, I do think from a modeling perspective, Jim, in an $11 million to $13 million is where we should model per quarter. There will be volatility as we settle things out under the tax sharing agreement.

When you look at the tax rate, the tax rate I think we've made tremendous progress on separation; we were at mid 30s, certainly not optimized from a structural perspective and we worked very hard and as I stated before, we've made better progress than even I expected to get to this 26%. The big pieces have been done. I think there could be some more opportunity but I think it'll be smaller steps and bigger steps and I think as we've mentioned before, assuming jurisdictional tax rates stay the same and all the pre-separation stuff is settled, I do think we could get into the lower 20s once that occurs. But that's still a few years out.

Thank you and congratulations to you and your team.

Thanks, Jim.

We'll take one last question.

The final question comes from Steve O'Brien with JPMorgan. Please, go ahead.

Hi. Thanks for fitting me in. On the margin side, this quarter and into the fourth quarter, could you update us on what impact if any there was from the raw materials prices? I think in the past you've talked about the hedges rolling off and potentially a $5 million to $10 million headwind there. But clearly prices have somewhat moderated. Maybe it has not been as big of a hit? And then similarly if you could comment on or help quantify the impact from potentially higher wages, if that's running through the model in the fourth quarter, if there was a headwind in the third quarter?

On both of those, Steve, when you look at it, metals as well as wages, that's not nil effect. Certainly on both of those when you see it in our margin and margin guidance, any effect of those we're covering with our core productivity in the fall-through. So, it's really metals is neutral and the inflation is neutral.

And if I could, just one quick follow-up. On the plan to finance portion of the ADC purchase price with some debt, can you just remind us how much cash you like to have on the books to run the business? And with free cash flow at $300 million a quarter right now, just it seems like you could pick up the portion you're planning to finance in just one quarter. So, if you could just help us with the rationale of the debt for ADC there, I would appreciate it.

It's actually quite easy. Really the debt we're putting on ADC is the debt in line with our credit metrics, Steve. So, as we look at anything we like, our credit metrics are where they're at today. Certainly when you look at it, anything we will look at, we'll evaluate whether to put that on with appropriate credit metrics. So, I think it's maintaining a strong balance sheet and the credit metrics that we want while also balancing returning capital to shareholders as well as making sure you're flexible for other opportunities.

What do we need day to day to run the business? Day to day, as we've said, it's around $500 million is what we need to run the business and certainly we've been running with some extra capital for strategic opportunities and we'll still have some flexibility once the deal closes as well and the free cash flow we still believe post deal as well as inclusive of ADC, our free cash flow will continue to approximate our net income. So, that model that we've shown is very resilient and will continue into the future.

Great. Thanks.

Thanks, Steve.

Okay. Thanks, everyone, for joining the call this morning. That'll wrap up the call today. As always, the IR team will be around for any follow-up questions you may have. Thanks and have a good day.

Ladies and gentlemen, this conference will be made available for replay after 10:30 AM today until July 29 at midnight. You may access the AT&T Executive Playback Service at any time by dialing 1-800-475-6701 and entering the access code 162015. International participants may dial 1-320-365-3844. Again, those numbers are 1-800-475-6701, international participants may dial 1-320-365-3844 and entering the access code 162015. That does conclude our conference for today. Thank you for your participation and for using AT&T Executive Teleconference Service. You may now disconnect.