8-KOther Events

TE Connectivity plc 8-K Report, Corporate Update (Jul 1, 2013)

Filed July 1, 2013For Securities:TEL

Summary

TE Connectivity Ltd. (TEL) filed an 8-K on July 1, 2013, to disclose significant developments related to a U.S. federal tax audit originating from Tyco International Ltd.'s fiscal years 1997-2000. The Internal Revenue Service (IRS) has issued Notices of Deficiency, asserting a dispute over the tax treatment of intercompany debt transactions. The IRS's primary claim is that certain intercompany loans did not qualify as debt for tax purposes, leading to the disallowance of approximately $2.7 billion in interest deductions for the 1997-2000 period. This could potentially impact an additional $6.6 billion in deductions in subsequent years. TE Connectivity, along with Tyco International and Covidien PLC, will share the financial burden of any adverse resolution according to a tax-sharing agreement, with TE Connectivity responsible for 31% of any payments. Despite the substantial amounts involved and the potential material adverse impact, the company maintains its position that the tax filings were appropriate and has reserved accordingly.

Key Highlights

  • 1TE Connectivity is reporting on a U.S. federal tax audit concerning former Tyco International Ltd. U.S. federal income tax returns for fiscal years 1997 through 2000.
  • 2The IRS has issued Notices of Deficiency to certain former Tyco subsidiaries, assessing additional income tax of approximately $2.86 billion, plus $778 million in taxes and $259 million in penalties and withholding taxes.
  • 3The core dispute involves the IRS's assertion that certain intercompany loans did not qualify as debt for tax purposes, leading to proposed disallowance of $2.7 billion in interest deductions for 1997-2000 and potentially $6.6 billion in subsequent periods.
  • 4TE Connectivity, Tyco International, and Covidien PLC will share any payment obligations based on a tax-sharing agreement: TE Connectivity (31%), Tyco International (27%), and Covidien PLC (42%).
  • 5The company and former Tyco entities intend to contest the IRS's position in the U.S. Tax Court.
  • 6Resolution of this matter is expected to take several years, and no payments are required until a final resolution.
  • 7TE Connectivity believes its reserves for this matter are appropriate, despite acknowledging a potential material adverse impact on its financial results if the IRS prevails.

Frequently Asked Questions

This 8-K filing reports on the issuance of Notices of Deficiency by the IRS regarding a U.S. federal tax audit of former Tyco International Ltd. income tax returns for fiscal years 1997-2000. The dispute centers on the IRS's challenge to the tax treatment of certain intercompany debt transactions, which the IRS believes should not be considered debt, leading to proposed disallowance of significant interest deductions.

TE Connectivity has a 31% share of any payments that may be required as a result of this tax dispute, based on a tax-sharing agreement. The IRS has asserted approximately $778 million in additional taxes and $259 million in penalties and withholding taxes, which TE Connectivity would share in. The company also acknowledges that if the IRS prevails, it could have a material adverse impact on its results of operations, financial position, and cash flows.

TE Connectivity, along with former Tyco entities, strongly disagrees with the IRS's position. They contend that the intercompany financing qualified as debt for U.S. tax purposes and that the interest deductions were appropriate. The company intends to file petitions in the U.S. Tax Court to contest the IRS's proposed adjustments, believing there are meritorious defenses.

The resolution of this matter in the U.S. Tax Court could take several years. Importantly, no payments to the IRS are required until the matter is fully and finally resolved through the legal process.