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STRATTEC SECURITY CORP MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

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The following Discussion and Analysis should be read in conjunction with
STRATTEC SECURITY CORPORATION’s accompanying Financial Statements and Notes
thereto included in this Form 10-K. Unless otherwise indicated, all references
to years or quarters refer to fiscal years or fiscal quarters of STRATTEC.

Executive Overview


Historically, a significant portion of our total net sales have been to domestic
automotive OEMs (General Motors, Ford and Stellantis (formerly Fiat Chrysler)).
During the past two decades these customers lost North American market share to
the New Domestic automotive manufacturers (primarily the Japanese and Korean
automotive manufacturers). In addition to our dependence on our customers'
maintaining their market share, our financial performance depends in large part
on conditions in the overall automotive industry, which in turn, are dependent
upon the U.S. and global economies. During fiscal years 2022 and 2021, the above
domestic automotive OEMs together represented each year 65 percent and 62
percent, respectively, of our total net sales.

During fiscal years 2022 and 2021, we experienced stronger sales demand for our
components from our major North American customers noted above as it relates to
light trucks and both sport utility and car based utility vehicles in comparison
to passenger cars, which was likely influenced by customer preferences and gas
prices. If gas prices continue to rise over the next several years, this
consumer buying trend may not continue, which is approximately 80 percent light
trucks and sport utility vehicles in comparison to 20 percent passenger car
vehicle purchases today. During the last 3-5 years our major customers General
Motors, Ford and Stellantis eliminated passenger car production on several
models in North America as a strategy to improve their overall profitability
going forward. Additionally, several of our significant customers have announced
plans to increase production volumes for their models of Electric Vehicles. As
these customers start migrating over to Electric Vehicles we believe a
significant amount of our current and future product content will continue to be
purchased by our key customers and will be adopted in this changeover (refer to
vehicle list included at page 7 in this Form 10-K).

Fiscal 2022 net sales were $452 million compared to $485 million in 2021. Both
the fiscal 2022 and 2021 net sales were negatively impacted by the global
semiconductor chip shortage which caused our OEM customers to temporarily shut
down their assembly plants and which ultimately reduced our net sales and
profitability during each of these years. In addition, we see these supply chain
shortages continuing into fiscal year 2023. Net income attributable to STRATTEC
for fiscal 2022 was $7.0 million and the Net income attributable to STRATTEC in
fiscal 2021 was $22.5 million. In addition, during fiscal years 2022 and 2021
the Company produced additional finished goods inventory in anticipation of our
OEM customers coming out of the temporary shutdowns from the impact of the
COVID-19 pandemic and other supply chain shortages to fill their dealer
pipelines which are at historic low levels. Also impacting profitability in
fiscal year 2022 were increased costs for purchased raw materials relating to
zinc, steel, nickel silver, brass, aluminum and plastic resins. In most cases we
were not able to pass along all these increased costs to our customers through
pricing increases. Another factor impacting our profitability is our U.S. Dollar
and Mexican Peso exchange rate that affects our operations in Mexico. In the
case of the Mexican Peso, the Company does have certain hedging strategies to
offset the impact of the exchange rate effects on profitability. Finally, on
each of January 1, 2022 and 2021, the Mexican Government mandated minimum wage
increases of 22% and 15%, respectively which also negatively impacted our
overall profitability.

As we look out into the future, the July 2022 projections from our third-party
forecasting service indicate that North American light vehicle production will
show a significant increase in demand in vehicle production build for the next
four years from our original 2022 forecast which was originally set lower due to
the expected lingering effects of the COVID-19 pandemic and the ongoing global
semiconductor chip shortage. By model year, based on these projections we are
expecting a 2022 vehicle build of 13.4 million vehicles, 15.8 million vehicles
for 2023, 16.8 million vehicles for 2024, 16.8 million vehicles for 2025 and
16.5 million vehicles for 2026. These vehicle production estimates going forward
were significantly increased due to the impact of COVID-19 that lowered vehicle
production in late fiscal 2020 and the global semiconductor chip shortage in
late fiscal 2021 and 2022 which also continues to negatively impact vehicle
production levels. As part of this third party projection, the Ford Motor
Company, General Motors and Stellantis are expected to experience increased
vehicle production volumes in their production levels during this time
period. Of course, all of these forecasts are subject to variability based on
what happens in the overall North American and global economies, especially as
it relates to the world wide status of the global semiconductor chip and other
supply chain shortages and the lingering impacts of the COVID-19 pandemic that
may shut down our customers' assembly facilities and further disrupt supply
chains in the foreseeable future, potential tariff enactment by the United
States Government or other foreign countries, the current levels of employment,
availability of consumer credit, home equity values, fluctuating fuel prices,
changes in customer vehicle and option preferences, product quality issues,
including related to recall and product warranty coverage issues, and other key
factors that we believe could determine whether consumers can or will purchase
new vehicles or particular brands.


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Focus and Strategy Going Forward


STRATTEC's long-term strategy is focused on maximizing long-term shareholder
value by driving profitable growth. Our management believes productivity
improvements and cost reductions are critical to our competitiveness, while
enhancing the value we deliver to our customers. In order to accomplish this, we
have been pursuing, and we intend to continue to pursue over the foreseeable
future, the following objectives as summarized below:

– Streamline and standardize processes to increase productivity and improve

       the quality of our products


   -   Maintain a disciplined and flexible cost structure to leverage scale and
       optimize asset utilization and procurement


   -   Maintain our strong financial position by deploying capital spending
       targeted for growth and productivity improvement

– Leverage the “VAST Automotive Group Brand” with customer relationships to

generate organic growth for STRATTEC from global programs

– Offer our customers innovative products and technologies, in particular

electronics capabilities, along with cost savings solutions to meet their

       changing demands


   -   Explore and execute targeted mergers and acquisitions or other joint
       venture opportunities with a disciplined due diligence approach and
       critical financial analysis to drive shareholder value


We use several key performance indicators to gauge progress toward achieving
these objectives. These indicators include net sales growth, operating margin
improvement, return on capital employed and cash flow from operations.

Results of Operations

2022 Compared to 2021
                                             Years Ended
                                  July 3, 2022       June 27, 2021

Net Sales (millions of dollars) $ 452.3 $ 485.3

Net Sales to each of our customers or customer groups in the current year and
prior year were as follows (millions of dollars):

                                                             Years Ended
                                                  July 3, 2022       June 27, 2021
General Motors Company                            $       130.2     $         146.5
Stellantis (Formerly Fiat Chrysler Automobiles)            83.3                85.6
Ford Motor Company                                         79.7                67.7
Tier 1 Customers                                           59.3                66.8
Commercial and Other OEM Customers                         65.0                77.0
Hyundai / Kia                                              34.8                41.7
Total                                             $       452.3     $         485.3



Current year sales were adversely impacted by the global semiconductor chip
shortage that temporarily closed several of our customers' assembly plants,
caused production schedule reductions for all of our customers and, as a result,
reduced orders for our products and our net sales to all customer groups (other
than Ford Motor Company as noted below) in the current year period as compared
to the prior year period. Our 2022 fiscal year was 53 weeks while our 2021
fiscal year was 52 weeks. The impact of the additional week of sales during the
current year partially offset the reduction in net sales resulting from the
semiconductor chip shortage and increased current year sales by approximately
$7.4 million. The following items further impacted sales to the noted customer
groups between periods:

– Sales to Ford Motor Company were positively impacted in the current year

due to higher product content, and in particular for the new power

tailgate program on the F-150 pickup trucks. The favorable impact of this

higher product content more than offset the volume reduction in the

current year resulting from the global semiconductor chip shortage.


      -  Sales to Stellantis were positively impacted in the current year due to
         increased sales of the Chrysler Pacifica.


      -  Commercial and Other OEM Customers, along with Tier 1 Customers,
         primarily represent purchasers of vehicle access control products, such
         as latches, key fobs, driver controls, steering column locks and door
         handles, that we have developed in recent years to complement our
         historic core business of locks and keys. Sales to Commercial and Other

OEM Customers were negatively impacted in the current year by a reduction

in sales related to door handle and power access products sold to

Volkswagen and Honda of America Manufacturing. Sales to Tier 1 Customers

         in the current year period were negatively impacted by lower sales
         volumes on our driver control steering column lock products.


      -  Hyundai / Kia sales were negatively impacted in the current year due to
         lower levels of production on their Kia Carnival, formerly the Kia Sedona
         and Hyundai Starex minivans, for which we supply primarily power sliding
         door components.


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                                                                       Years Ended
                                                    July 3, 2022                        June 27, 2021
                                                              Percent of                          Percent of
                                           Millions of      Cost of Goods      Millions of      Cost of Goods
                                             Dollars             Sold            Dollars             Sold
Direct Material Costs                      $      260.8               65.8 %   $      268.6               66.1 %
Labor and Overhead Costs                          135.4               34.2 %          138.0               33.9 %
Total Cost of Goods Sold                   $      396.2                        $      406.6



The direct material cost decrease was due to reduced sales volumes between
years, as discussed above, which more than offset an increase in direct material
costs in the current year as compared to the prior resulting from higher raw
material and purchased component costs. In the current year period as compared
to the prior year period, our direct material costs decreased as a percent of
cost of goods sold while our labor and overhead costs increased as a percent of
cost of goods sold. This shift was due to our material costs varying with the
sales volume reduction between years while our labor and overhead cost
reduction, as discussed below, did not keep pace with the sales reduction
between years.

Labor and overhead costs decreased between years. The variable portion of our
labor and overhead costs decreased due to lower levels of production at our
facilities in the current year as compared to the prior year and production
efficiencies at our Milwaukee and Mexico facilities, which reduced labor and
overhead costs in the current year as compared to the prior year. This impact
was partially offset by less favorable absorption of our fixed overhead costs in
the current year as compared to the prior year resulting from the production
volume reduction between years and an additional week of expense in the current
year as compared to the prior year as our fiscal 2022 was a 53 week year and our
fiscal 2021 was a 52 week year. Labor and overhead costs were further impacted
by the following:

-Cost Increases:

Mexico wages and benefits increased $5.2 million in the current year as

compared to the prior year period as a result of January 1, 2021 and

January 1, 2022 government mandated minimum wage increases.

– The U.S. dollar value of our Mexican operations was negatively impacted

by approximately $1.8 million in the current year as compared to the

prior year due to an unfavorable Mexican peso to U.S. dollar exchange

rate between years. The average U.S. dollar / Mexican peso exchange rate

decreased to approximately 20.33 pesos to the dollar in the current year

         period from approximately 20.90 pesos to the dollar in the prior year
         period.

– Current year period costs included lump sum bonuses totaling $100,000

paid to our Milwaukee represented hourly workers upon the ratification of

         a new four-year labor contract, which contract is effective through
         November 1, 2025.

Cost Decreases:

      -  Expense provisions under our incentive bonus plans impacting cost of
         goods sold decreased $3.8 million between periods.


      -  The prior year period included a loss on disposal of fixed assets of $1.4
         million compared to a current year quarter loss of $192,000.


                                                       Years Ended
                                             July 3, 2022       June 27, 2021

Gross Profit (millions of dollars) $ 56.0 $ 78.7
Gross Profit as a percentage of net sales

             12.4 %              

16.2 %




The decrease in gross profit dollars in the current year as compared to the
prior year was attributed to the decrease in net sales between years, partially
offset by the decrease in cost of goods sold as discussed above. Gross profit as
a percentage of net sales decreased between years due to reduced sales, which
resulted in less favorable absorption of our fixed costs, and due to increased
direct material costs between periods, which negatively impacted the gross
profit margin percentage by 210 basis points between years, as discussed above.

Engineering, Selling and Administrative Expenses in the current year and prior
year were as follows:

                                                   Years Ended
                                         July 3, 2022       June 27, 2021

Expenses (millions of dollars) $ 47.1 $ 44.7
Expenses as a percentage of net sales

             10.4 %               9.2 %



Engineering, selling and administrative expenses were impacted by the following:
Cost Increases:

– Prior year customer reimbursement of engineering development costs, which

costs were incurred in periods prior to 2021, decreased costs $1.5

million between years, which reimbursement was agreed to in the prior

year.

– Customer reimbursement of engineering development costs, in addition to

         the $1.5 million noted above, decreased $900,000 between years and
         resulted from the timing of customer reimbursement for development
         spending on new product programs.


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      -  The prior year included temporary wage reductions for our salaried work
         force, which we implemented to address the impacts of the COVID-19
         pandemic on our operations.


      -  The current year includes an additional week of expense as our fiscal
         2022 was a 53 week year and our fiscal 2021 was a 52 week year.

Cost Decrease:

– Expense provisions under our incentive bonus plans impacting engineering,

selling and administrative expenses decreased $2.8 million between years.



Income from operations in the current year was $8.9 million compared to income
from operations of $33.9 million in the prior year. This change between years
was the result of decreased sales and increased engineering, selling and
administrative expenses, which were partially offset by a decrease in cost of
goods sold in the current year as compared to the prior year, all as discussed
above.

Equity earnings of joint ventures during the fiscal years ending July 3, 2022
and June 27, 2021 were $181,000 and $2.6 million respectively. Lower
profitability during fiscal 2022 from our VAST LLC joint venture resulted from
reduced net sales and reduced profitability in our VAST China operation between
years. The reduced profitability in our VAST China operation stemmed from the
current global semiconductor chip shortage described above and Chinese
Government mandated temporary facility shutdowns due to COVID-19. VAST China's
profitability in the current year was also partially offset with continued
startup losses related to their new plant in Jingzhou, China. Additionally,
during the current year, VAST China experienced a fire at their Taicang plant.
As a result, certain door handle and painting operations were subsequently
transferred to their new Jingzhou facility and another supplier. The transfer of
production negatively impacted VAST China's profitability during the second half
of our fiscal 2022. We currently believe a presence in the Asian market is a key
component of our global strategy. We anticipate that it will contribute to our
overall long-term market and financial strength as the Asian market continues to
expand and as it seeks to rebound from the ongoing impacts of the COVID-19
pandemic and resulting supply chain shortages of critical electronic component
parts. Due to our limited amount of business in both India and Brazil as well as
the impact of COVID-19 and the global semiconductor chip shortage described
above, our VAST LLC joint venture in India continues to have break-even
operating results and our VAST LLC joint venture in Brazil continues to report
losses.

Included in other income (expense), net in the current year and prior year were
the following items (thousands of dollars):


                                                                   Years 

Ended

                                                         July 3, 2022       June 27, 2021
Foreign currency transaction gain (loss)                $          237     $        (2,445 )
Rabbi Trust Assets (loss) gain                                    (304 )               865
Unrealized gain on Mexican peso forward contracts                  384                 723
Realized gain on Mexican peso forward contracts, net               361                 164
Pension and postretirement plans cost                             (488 )              (483 )
Other                                                              233                  11
                                                        $          423     $        (1,165 )


– Foreign currency transaction gains and losses resulted from activity

         associated with foreign denominated assets held by our Mexican
         subsidiaries.


      -  The Rabbi Trust assets fund our amended and restated supplemental
         executive retirement plan. The investments held in the Trust are
         considered trading securities.

– We entered into the Mexican peso currency forward contracts during fiscal

2022 and 2021 to minimize earnings volatility resulting from changes in

exchange rates affecting the U.S. dollar cost of our Mexican operations.

Unrealized gains and losses on the peso forward contracts recognized as a

         result of mark-to-market adjustments as of July 3, 2022 may or may not be
         realized in future periods, depending on actual Mexican peso to U.S.

dollar exchange rates experienced during the balance of the contract

         period.


      -  Pension and postretirement plan costs include net periodic benefit cost
         other than the service cost component.




Our effective income tax rate for 2022 was 4.5 percent compared to 14.6 percent
in 2021. The reduction in our effective tax rate in 2022 as compared to 2021 was
due to adjustments made to the amount of our 2021 estimated foreign tax credits
and estimated tax impacts associated with our investment in VAST LLC. These
true-up adjustments resulted from the filing of our 2021 U.S. income tax returns
during 2022 and were attributable to actual results included in non-U.S. income
tax returns, which are filed on a calendar year basis, and which differ from
estimates included in our 2021 tax provision. The adjustment amounts recorded
during 2022 totaled $1.0 million. Our effective tax rate for 2022 excluding
these adjustments was 15.6 percent. These adjustments were not material to our
previously issued financial statements. Additionally, effective July 20, 2020,
the U.S. Treasury Department finalized and enacted previously proposed
regulations regarding Global Intangible Low Taxed Income (GILTI) tax provisions
of the Tax Cuts and Jobs Act of 2017 (TCJA). Prior to this enactment, GILTI
represented a significant U.S. income tax on our foreign earnings during 2020.
With the enactment of these final regulations, we became eligible for an
exclusion from GILTI since we met provisions for the GILTI High-Tax exception
included in the final regulations. The enactment of these new regulations and
our eligibility for the GILTI High-Tax exception was retroactive to the original
enactment of the GILTI tax provision, which included our fiscal 2020. As a
result, we

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recorded an income tax benefit of $675,000 during 2021. Our income tax provision
for each year 2022 and 2021 was affected by the non-controlling interest portion
of our pre-tax income, GILTI provisions and R&D tax credit. The non-controlling
interest impacts the effective tax rate as our ADAC-STRATTEC LLC and STRATTEC
POWER ACCESS LLC entities are taxed as partnerships for U.S. tax purposes.

Liquidity and Capital Resources

Working Capital (millions of dollars)

                      July 3, 2022       June 27, 2021
Current Assets        $       188.2     $         174.9
Current Liabilities            81.5                77.6
Working Capital       $       106.7     $          97.3



Outstanding Receivable Balances from Major Customers


Our primary source of cash flow is from our major customers, which include
Stellantis (formerly Fiat Chrysler Automobiles), General Motors Company and Ford
Motor Company. As of the date of filing this Annual Report with the Securities
and Exchange Commission, all of our customers are making payments on their
outstanding accounts receivable in accordance with the payment terms included on
their purchase orders. A summary of our outstanding receivable balances from our
major customers as of July 3, 2022 and June 27, 2021 was as follows (millions of
dollars):

                          July 3, 2022       June 27, 2021
General Motors Company   $         24.6     $          22.9
Stellantis               $         12.8     $          11.9
Ford Motor Company       $         10.6     $           8.2
                         $         48.0     $          43.0




Cash Balances in Mexico

We earn a portion of our operating income in Mexico. As of July 3, 2022, $2.2
million
of our $8.8 million cash and cash equivalents balance was held in
Mexico. These funds are available for repatriation as deemed necessary.


Cash Flow Analysis

                                                    Years Ended
                                         July 3, 2022       June 27, 2021
Cash Flows from (millions of dollars):
Operating Activities                     $        10.4     $          35.2
Investing Activities                     $       (14.3 )   $          (9.0 )
Financing Activities                     $        (1.9 )   $         (22.9 )
                                         $        (5.8 )   $           3.3




The decrease in cash provided by operating activities between 2021 and 2022 was
due to a reduction in operating income as previously discussed. The decrease in
operating income was slightly offset by a net decrease in working capital
requirements between these years of $1.3 million, with the net decrease in our
working capital requirements being made up of the following working capital
changes (millions of dollars):

                                                       Increase (Decrease) 

in Working Capital Requirements

                                                     2022                    2021                     Change
Accounts Receivable                             $          5.9         $            27.7         $           (21.8 )
Inventories                                     $          9.6         $            16.5         $            (6.9 )
Customer Tooling                                $          3.3         $             1.2         $             2.1
Other Assets                                    $         (0.2 )       $             1.2         $            (1.4 )

Accounts Payable and Other Liabilities $ (1.8 ) $

       (28.5 )       $            26.7
                                                $         16.8         $            18.1         $            (1.3 )




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– The increase in accounts receivable balances during the current year was

mostly due to payments from a specific customer being made in advance of

the payment term due dates in the prior year while current year payments

from that customer were made according to payment term due. The increase

in the accounts receivable balances in the prior year reflected reduced

sales levels from the end of March 2020 through June 2020, which reduction

was primarily due to our OEM customers reducing production schedules and

        closing their assembly plants due to the COVID-19 outbreak. As sales
        ramped up during our fiscal 2021, the accounts receivable balance
        increased accordingly.


     -  The change in inventory reflected an increase in inventory balances during
        both the current year period and the prior year period. The current year
        increase was due to increased raw material and purchased part costs and an
        intentional build-up of inventory in order to meet future customer demand
        associated with potential order volume increases. The prior year period
        increase was due to an inventory build-up as of June 2021 while our OEM

customers experienced assembly plant shut-downs and reduced production

        schedule during late March 2021 through June 2021 due to certain part
        shortages.

– The change in customer tooling balances, which consisted of costs incurred

        for the development of tooling that will be directly reimbursed by the
        customer whose parts are produced from the tool, was the result of the
        timing of tooling development spending required to meet customer

production requirements and related billings for customer reimbursements.

– The prior year change in other assets was the result of an increase in the

income tax recoverable, which changes were based on the required income

tax provision, the timing and amounts of Federal, state and foreign tax

payments made, and the timing of the utilization of foreign tax credits

and research and development tax credits.

– The prior year change in accounts payable and accrued liability balances

was primarily the result of an increase in accounts payable balances and

accruals under our bonus plans. Bonus accruals at June 2021 totaled $6.6

million. Bonus accruals were zero at June 2020. Accounts payable balances

were significantly reduced as of June 2020 due to the impact of COVID-19

and the lower production levels stemming from that impact. Accounts

payable balances increased as of June 2021 as our business had ramped-up

throughout our fiscal 2021 along with business in the automotive industry

in general. The current year change in accounts payable and accrued

liability balances includes an increase in accounts payable balances

partially offset by a reduction in accruals under our bonus plans.

Accounts payable balances continued to increase during our fiscal 2022 due

to increase raw material and purchased part costs and increased inventory

balances. The reduction in accruals under our bonus plans resulted from a

payout of the $6.6 million accrued bonus as of June 2021 during 2022.

Bonus accruals were zero at June 2022. Accounts payable balances reflect

the timing of purchases and payments with our vendors based on normal,

established payment terms.



Net cash used by investing activities of $14.3 million during 2022 and $9.0
million during 2021 included capital expenditures of $14.2 million and $8.9
million, respectively. Capital expenditures during each year were made in
support of requirements for new product programs and the upgrade and replacement
of existing equipment. Net cash used by investing activities during 2022 and
2021 also included an investment in our VAST LLC joint venture of $150,000 and
$100,000, respectively. The investments were made for the purpose of funding
general operating expenses for Sistema de Acesso Veicular Ltda, our Brazilian
joint venture.

Net cash used in financing activities of $1.9 million during 2022 included
repayments of borrowings under credit facilities of $14.0 million and $1.8
million of dividend payments to non-controlling interests in our subsidiaries,
partially offset by borrowings under credit facilities of $13 million and
$908,000 received for the exercise of stock options under our stock incentive
plan and purchases under our employee stock purchase plan. Net cash used in
financing activities of $22.9 million during 2021 included repayments of
borrowings under credit facilities of $23.0 million and $490,000 of dividend
payments to non-controlling interests in our subsidiaries, partially offset by
$604,000 received for the exercise of stock options under our stock incentive
plan and purchases under our employee stock purchase plan.

Cash Requirements

Dividends

On May 13, 2020, our Board of Directors took action to temporarily suspend
payment of our quarterly dividend for the foreseeable future in order to
conserve cash as a result of the economic downturn caused by COVID-19. No
dividends were paid to shareholders during fiscal 2022 and fiscal 2021.

VAST LLC Cash Requirements


We currently anticipate that VAST China has adequate debt facilities in place
over the next fiscal year to cover the future operating and capital requirements
of its business. During 2022, capital contributions totaling $450,000 were made
to VAST LLC for purposes of funding operations in Brazil. STRATTEC's portion of
the capital contribution totaled $150,000. During 2021, capital contributions
totaling $300,000 were made to VAST LLC for purposes of funding operations in
Brazil. STRATTEC's portion of the capital contribution totaled $100,000. Due to
economic conditions in Brazil, we anticipate Sistema de Acesso Veicular Ltda may
require an additional capital contribution of approximately $300,000
collectively by all VAST LLC partners to fund operations during our fiscal year
2023. STRATTEC's portion of these capital contributions is anticipated to be
$100,000. During 2022 and 2021, VAST LLC made no capital contributions to
Minda-VAST Access Systems. We currently anticipate no required future capital
contributions to Minda-VAST Access Systems for fiscal year 2023.

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Future Capital Expenditures


We anticipate capital expenditures will be approximately $13.0 million in fiscal
2023 in support of requirements for new product programs and the upgrade and
replacement of existing equipment.

Stock Repurchase Program


Our Board of Directors has authorized a stock repurchase program to buy back
outstanding shares of our common stock. Shares authorized for buy back under the
program totaled 3,839,395 at July 3, 2022. A total of 3,655,322 shares have been
repurchased over the life of the program through July 3, 2022, at a cost of
approximately $136.4 million. No shares were repurchased during fiscal 2022 or
2021. Additional repurchases may occur from time to time and are expected to
continue to be funded by cash flow from operations and current cash balances. At
this time, we anticipate minimal or no stock repurchase activity in fiscal year
2023.

Other Cash Requirements

We have an operating lease for our El Paso, Texas finished goods and service
parts distribution warehouse, which has a term in excess of one year. We also
have purchase commitments related to zinc and other purchased parts. Refer to
required future payments under the lease and purchase commitments in the
discussion of Leases under Organization and Summary of Significant Accounting
Policies and in the discussion of Commitments and Contingencies included in the
Notes to Financial Statements included as part of Item 8 within this Form 10-K.

Credit Facilities


STRATTEC has a $40 million secured revolving credit facility (the "STRATTEC
Credit Facility") with BMO Harris Bank N.A. ADAC-STRATTEC LLC has a $25 million
secured revolving credit facility (the "ADAC-STRATTEC Credit Facility") with BMO
Harris Bank N.A., which is guaranteed by STRATTEC. The credit facilities expire
August 1, 2024. Borrowings under either credit facility are secured by our U.S.
cash balances, accounts receivable, inventory, and fixed assets located in the
U.S. Interest on borrowings under the STRATTEC Credit Facility through May 31,
2021 was at varying rates based, at our option, on the London Interbank Offering
Rate ("LIBOR") plus 1.0 percent or the bank's prime rate. Interest on borrowings
under the ADAC-STRATTEC Credit Facility through May 31, 2021 was at varying
rates based, at our option, on LIBOR plus 1.25 percent or the bank's prime rate.
Effective June 1, 2021 interest on borrowings under both credit facilities were
at varying rates based, at our option, on the London Interbank Offering Rate
("LIBOR") plus 1.25 percent or the bank's prime rate. Both credit facilities
contain a restrictive financial covenant that requires the applicable borrower
to maintain a minimum net worth level. The ADAC-STRATTEC Credit Facility
includes an additional restrictive financial covenant that requires the
maintenance of a minimum fixed charge coverage ratio. As of July 3, 2022, we
were in compliance with all financial covenants required by these credit
facilities. There were no outstanding borrowings under the STRATTEC Credit
Facility as of July 3, 2022 or June 27, 2021. The average outstanding borrowings
and weighted average interest rate on the STRATTEC Credit Facility loans were
approximately $332,000 and 2.0 percent, respectively, during 2022. The average
outstanding borrowings and weighted average interest rate on the STRATTEC Credit
Facility loans were approximately $8.8 million and 1.2 percent, respectively,
during 2021. Outstanding borrowings under the ADAC-STRATTEC Credit Facility
totaled $11 million at July 3, 2022 and $12 million at June 27, 2021. The
average outstanding borrowings and weighted average interest rate on the
ADAC-STRATTEC Credit Facility loans were approximately $14.2 million and 1.5
percent, respectively, during 2022. The average outstanding borrowings and
weighted average interest rate on the ADAC-STRATTEC Credit Facility loans were
approximately $14.3 million and 1.4 percent, respectively, during 2021. We
believe that the credit facilities are adequate, along with existing cash flows
from operations, to meet our anticipated capital expenditure, working capital,
dividend, and operating expenditure requirements.

Joint Ventures and Majority Owned Subsidiaries

Refer to the discussion of Investment in Joint Ventures and Majority Owned
Subsidiaries and discussion of Equity Earnings of Joint Ventures included in the
Notes to Financial Statements included within this Form 10-K.

                                       25

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Critical Accounting Policies

We believe the following represents our critical accounting policies:


Liability for Uncertain Tax Positions - We are subject to income taxation in
many jurisdictions around the world. Significant management judgment is required
in the accounting for income tax contingencies because the outcomes are often
difficult to determine. We are required to measure and recognize uncertain tax
positions that we have taken or expect to take in our income tax returns. The
benefit of an uncertain tax position can only be recognized in the financial
statements if management concludes that it is more likely than not that the
position will be sustained with the tax authorities. For a position that is
likely to be sustained, the benefit recognized in the financial statements is
measured at the largest amount that is greater than 50 percent likely of being
realized. A reserve is established for the difference between a position taken
in an income tax return and the amount recognized in the financial statements.
The amount of unrecognized benefits, that if recognized, would affect the
effective tax rate was $1.0 million at July 3, 2022 and $1.1 million at June 27,
2021. An increase or decrease in our assessment of the recorded amount of
unrecognized benefits by 10 percent would result in an increase or decrease in
the reported tax provision, before the impact of interest and penalties, of
$100,000 at July 3, 2022 and $110,000 at June 27, 2021. Refer to the discussion
of Income Taxes included in the Notes to Financial Statements included as part
of Item 8 within this Form 10-K.

Warranty Reserve - We have a warranty liability recorded related to our exposure
to warranty claims in the event our products fail to perform as expected, and we
may be required to participate in the repair costs incurred by our customers for
such products. The recorded warranty liability balance involves judgment and
estimates. Our liability estimate is based on an analysis of historical warranty
data as well as current trends and information, including our customers' recent
extension or expansion of their warranty programs. Actual warranty costs might
differ from estimates due to the level of actual claims varying from our claims
experience and estimates and final negotiations and settlements reached with our
customers. Therefore, future actual claims experience could result in changes in
our estimates of the required liability. Sensitivity of potential warranty or
product recall claims is dependent on the respective customer platform, volumes,
production years and product content. We have product recall insurance once a
recall claim exceeds $5 million with a limit of $35 million. Refer to the
discussion of Warranty Reserve under Organization and Summary of Significant
Accounting Policies included in the Notes to Financial Statements included as
part of Item 8 within this Form 10-K.

We believe the reserve discussed above is estimated using consistent and
appropriate methods. However, changes to the assumptions could materially affect
the recorded reserve amount.

New Accounting Standards

Refer to the discussion of New Accounting Standards under Organization and
Summary of Significant Accounting Policies included in the Notes to Financial
Statements included as part of Item 8 within this Form 10-K.

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