The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our Condensed Consolidated
Financial Statements and the accompanying notes included elsewhere in this
Quarterly Report on Form 10-Q. The following discussion may contain
forward-looking statements that reflect our plans, estimates, and beliefs. Our
actual results could differ materially from those discussed in these
forward-looking statements as a result of many factors, including but not
limited to those under the heading "Forward-Looking Information" and "Part II.
Item 1A. Risk Factors."

Our Condensed Consolidated Financial Statements have been prepared in United States ("U.S.") dollars, in accordance with accounting principles generally accepted in the U.S. ("GAAP").

The following discussion includes organic net sales growth (decline) which is a non-GAAP financial measure. See "Non-GAAP Financial Measure" for additional information regarding this measure.



                                    Overview

TE Connectivity Ltd. ("TE Connectivity" or the "Company," which may be referred
to as "we," "us," or "our") is a global industrial technology leader creating a
safer, sustainable, productive, and connected future. Our broad range of
connectivity and sensor solutions, proven in the harshest environments, enable
advancements in transportation, industrial applications, medical technology,
energy, data communications, and the home.

The third quarter and first nine months of fiscal 2022 included the following:

Our net sales increased 6.6% and 7.4% in the third quarter and first nine

months of fiscal 2022, respectively, as compared to the same periods of fiscal

? 2021 due primarily to sales growth in the Industrial Solutions and

Communications Solutions segments. On an organic basis, our net sales increased

10.6% and 9.0% during the third quarter and first nine months of fiscal 2022,

respectively, as compared to the same periods of fiscal 2021.

? Our net sales by segment were as follows:

Transportation Solutions-Our net sales increased 1.5% in the third quarter of

fiscal 2022 due to sales increases in the automotive and commercial

transportation end markets, partially offset by sales declines in the sensors

? end market. In the first nine months of fiscal 2022, our net sales were flat as

compared to the first nine months of fiscal 2021 as sales declines in the


   automotive and sensors end markets were offset by sales increases in the
   commercial transportation end market.

Industrial Solutions-Our net sales increased 13.2% and 15.6% in the third

? quarter and first nine months of fiscal 2022, respectively, primarily as a

result of sales increases in the industrial equipment end market.

Communications Solutions-Our net sales increased 14.7% and 25.3% in the third

? quarter and first nine months of fiscal 2022, respectively, due primarily to

sales increases in the data and devices end market.

? Net cash provided by operating activities was $1,524 million in the first nine

months of fiscal 2022.

Russia-Ukraine Military Conflict



We are monitoring the military conflict between Russia and Ukraine, escalating
tensions in surrounding countries, and associated sanctions. We suspended our
business operations in Russia, and our operations in Ukraine have been reduced

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to focus on the safety of our employees. We have experienced increased costs for
transportation, energy, and raw materials due in part to the negative impact of
the Russia-Ukraine military conflict on the global economy. The increased costs
and supply chain implications resulting from the conflict have not been
significant to our business, and we have been able to partially mitigate them
through price increases or productivity. Neither Russia nor Ukraine represents a
material portion of our business, and the military conflict has not had a
significant impact on our business, financial condition, or result of operations
during the first nine months of fiscal 2022.

The full impact of the military conflict on our business operations and
financial performance remains uncertain. The extent to which the conflict may
impact our business in future periods will depend on future developments,
including the severity and duration of the conflict, its impact on regional and
global economic conditions, and supply chain disruptions. We will continue to
actively monitor the conflict and assess the related sanctions and other effects
and may take further actions if necessary.

COVID-19 Pandemic


The COVID-19 pandemic has affected nearly all regions around the world and
resulted in business slowdowns or shutdowns and travel restrictions in affected
areas. The pandemic had a negative impact on certain of our businesses in fiscal
2021 and continued to impact certain of our operations in China in the first
nine months of fiscal 2022. The pandemic has not had a significant impact on our
ability to staff our operations, and we do not expect that it will continue to
have a significant impact on our businesses globally in fiscal 2022. Throughout
our operations, we implemented additional health and safety measures for the
protection of our employees, including providing personal protective equipment,
enhanced cleaning and sanitizing of our facilities, and remote working
arrangements.

The COVID-19 pandemic has impacted and continues to impact our business
operations globally, causing disruption in our suppliers' and customers' supply
chains, some of our business locations to reduce or suspend operations, and a
reduction in demand for certain products from direct customers or end markets.
In addition, the pandemic had far-reaching impacts on many additional aspects of
our operations, both directly and indirectly, including with respect to its
impacts on customer behaviors, business and manufacturing operations, inventory,
our employees, and the market generally. We assessed the impact of the COVID-19
pandemic and adjusted our operations and businesses, a number of which are
operating as essential businesses, and will continue to do so if necessary.

The extent to which the pandemic will continue to impact our business and the
markets we serve will depend on future developments which may include the
further spread of the virus, variant strains of the virus, and the resumption of
high levels of infections and hospitalizations as well as the success of public
health advancements, including vaccine production and distribution. While
certain of our operations were shut down in China for a period of time in fiscal
2022, we do not expect the COVID-19 pandemic to have a significant impact on our
businesses globally in fiscal 2022. However, it may have a negative impact on
our financial condition, liquidity, and results of operations in future periods.

In response to the pandemic and resulting economic environment, we have taken
and continue to focus on actions to manage costs. These include restructuring
and other cost reduction initiatives, such as reducing discretionary spending
and travel. We will continue to actively monitor the situation and may take
further actions that alter our business operations as may be required by
federal, state, or local authorities or that we determine are in the best
interests of our employees, customers, suppliers, shareholders, and the
communities in which we operate.

Outlook



In the fourth quarter of fiscal 2022, we expect our net sales to be
approximately $4.2 billion as compared to $3.8 billion in the fourth quarter of
fiscal 2021. We expect diluted earnings per share from continuing operations to
be approximately $1.79 per share in the fourth quarter of fiscal 2022. This
outlook reflects the negative impact of foreign currency exchange rates on net
sales and earnings per share of approximately $275 million and $0.11 per share,
respectively, in the fourth quarter of fiscal 2022 as compared to the fourth
quarter of fiscal 2021. Additionally, this outlook includes approximately $250
million in net sales and $0.10 earnings per share resulting from an additional
week in the fourth quarter of fiscal 2022.

We expect our net sales to be approximately $16.1 billion in fiscal 2022 as
compared to $14.9 billion in fiscal 2021. We expect diluted earnings per share
from continuing operations to be approximately $7.04 per share in fiscal 2022.
This

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outlook includes an additional week in fiscal 2022 and reflects the negative
impact of foreign currency exchange rates on net sales and earnings per share of
approximately $700 million and $0.17 per share, respectively, in fiscal 2022 as
compared to fiscal 2021.

The above outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels.



We are monitoring the current macroeconomic environment, including any continued
impacts from the Russia-Ukraine military conflict and the COVID-19 pandemic, and
its potential effects on our customers and the end markets we serve. We have
taken actions to manage costs and will continue to closely manage our costs in
line with economic conditions. Additionally, we are managing our capital
resources and monitoring capital availability to ensure that we have sufficient
resources to fund future capital needs. See further discussion in "Liquidity and
Capital Resources."

Acquisition

During the first nine months of fiscal 2022, we acquired two businesses for a
combined cash purchase price of $141 million, net of cash acquired. The
acquisitions were reported as part of our Communications Solutions segment from
the date of acquisition. See Note 3 to the Condensed Consolidated Financial
Statements for additional information regarding acquisitions.

                             Results of Operations

Net Sales



The following table presents our net sales and the percentage of total net sales
by segment:

                                             For the                                  For the
                                         Quarters Ended                          Nine Months Ended
                                  June 24,            June 25,             June 24,             June 25,
                                    2022                2021                 2022                 2021

                                                              ($ in millions)

Transportation Solutions $ 2,300 56 % $ 2,265 59 % $ 6,772 57 % $ 6,776 61 % Industrial Solutions

              1,134    28         1,002    26          3,268    27          2,827    25
Communications Solutions            663    16           578    15         

1,882    16          1,502    14
Total                           $ 4,097   100 %     $ 3,845   100 %     $ 11,922   100 %     $ 11,105   100 %

The following table provides an analysis of the change in our net sales by segment:



                                           Change in Net Sales for the Quarter Ended June 24, 2022                                   Change in Net

Sales for the Nine Months Ended June 24, 2022


                                             versus Net Sales for the Quarter Ended June 25, 2021                                     versus Net

Sales for the Nine Months Ended June 25, 2021

Net Sales              Organic Net Sales                          Acquisitions            Net Sales               Organic Net Sales                            Acquisitions
                                   Growth                      Growth              Translation      (Divestiture)        Growth (Decline)                 Growth               Translation      (Divestitures)

                                                                                                              ($ in millions)
Transportation Solutions    $      35         1.5 %    $      192         8.3 %    $      (157)    $             -    $      (4)       (0.1) %    $       251        3.7 %    $       (255)    $              -
Industrial Solutions              132        13.2             125        12.7              (53)                 60           441        15.6              380       13.5              (101)                 162
Communications Solutions           85        14.7              92        15.9              (20)                 13           380        25.3              378       25.1               (29)                  31
Total                       $     252         6.6 %    $      409        10.6 %    $      (230)    $            73    $      817         7.4 %    $     1,009        9.0 %    $       (385)    $            193


Net sales increased $252 million, or 6.6%, in the third quarter of fiscal 2022
as compared to the third quarter of fiscal 2021. The increase in net sales
resulted from organic net sales growth of 10.6% and net sales contributions of
1.9% from acquisitions and a divestiture, partially offset by the negative
impact of foreign currency translation of 5.9% due to the weakening of certain
foreign currencies. In the third quarter of fiscal 2022, pricing actions
positively affected organic net sales by $159 million.

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In the first nine months of fiscal 2022, net sales increased $817 million, or
7.4%, as compared to the first nine months of fiscal 2021. The increase in net
sales resulted from organic net sales growth of 9.0% and net sales contributions
of 1.8% from acquisitions and divestitures, partially offset by the negative
impact of foreign currency translation of 3.4% due to the weakening of certain
foreign currencies. Pricing actions positively affected organic net sales by
$332 million in the first nine months of fiscal 2022.

See further discussion of net sales below under "Segment Results."

Net Sales by Geographic Region. Our business operates in three geographic
regions-Europe/Middle East/Africa ("EMEA"), Asia-Pacific, and the Americas-and
our results of operations are influenced by changes in foreign currency exchange
rates. Increases or decreases in the value of the U.S. dollar, compared to other
currencies, will directly affect our reported results as we translate those
currencies into U.S. dollars at the end of each fiscal period.

Approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first nine months of fiscal 2022.



The following table presents our net sales and the percentage of total net sales
by geographic region(1):

                             For the                                  For the
                         Quarters Ended                          Nine Months Ended
                  June 24,            June 25,             June 24,             June 25,
                    2022                2021                 2022                 2021

                                              ($ in millions)

EMEA            $ 1,448    36 %     $ 1,413    37 %     $  4,195    35 %     $  4,119    37 %
Asia-Pacific      1,402    34         1,384    36          4,283    36     

    4,013    36
Americas          1,247    30         1,048    27          3,444    29          2,973    27
Total           $ 4,097   100 %     $ 3,845   100 %     $ 11,922   100 %     $ 11,105   100 %

(1) Net sales to external customers are attributed to individual countries based

on the legal entity that records the sale.




The following table provides an analysis of the change in our net sales by
geographic region:

                             Change in Net Sales for the Quarter Ended June 24, 2022                              Change in Net Sales for the Nine Months Ended June 24, 2022
                              versus Net Sales for the Quarter Ended June 25, 2021                                 versus Net Sales for the Nine Months Ended June 25, 2021
                     Net Sales            Organic Net Sales                         Acquisitions          Net Sales               Organic Net Sales                         Acquisitions
                      Growth                    Growth             Translation     (Divestiture)            Growth                     Growth               Translation    (Divestitures)

                                                                                             ($ in millions)
EMEA            $     35        2.5 %    $     152       10.7 %    $      (161)    $           44    $      76        1.8 %    $        258        6.2 %    $      (297)  $            115
Asia-Pacific          18        1.3             76        5.4              (72)                14          270        6.7               319        7.9              (88)                39
Americas             199       19.0            181       17.3                 3                15          471       15.8               432       14.5                 -                39
Total           $    252        6.6 %    $     409       10.6 %    $      (230)    $           73    $     817        7.4 %    $      1,009        9.0 %    $      (385)  $            193


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Cost of Sales and Gross Margin

The following table presents cost of sales and gross margin information:



                                                     For the                                  For the
                                                  Quarters Ended                         Nine Months Ended
                                              June 24,      June 25,                   June 24,      June 25,
                                                2022          2021        Change         2022          2021        Change

                                                                            ($ in millions)
Cost of sales                                $    2,769    $    2,577    $    192     $    8,027    $    7,481    $    546
As a percentage of net sales                       67.6 %        67.0 %                     67.3 %        67.4 %

Gross margin                                 $    1,328    $    1,268    $     60     $    3,895    $    3,624    $    271
As a percentage of net sales                       32.4 %        33.0 %                     32.7 %        32.6 %


Gross margin increased $60 million and $271 million in the third quarter and
first nine months of fiscal 2022, respectively, as compared to the same periods
of fiscal 2021. The increases were primarily a result of the positive impact of
pricing actions and higher volume, partially offset by inflationary pressure on
material and operating costs.

We use a wide variety of raw materials in the manufacture of our products, and
cost of sales and gross margin are subject to variability in raw material
prices. In recent years, raw material prices and availability have been impacted
by worldwide events, including the COVID-19 pandemic and, more recently, the
military conflict between Russia and Ukraine. As a result, we have experienced
shortages and price increases in some of our input materials-including copper,
gold, silver, and palladium-however, we have been able to initiate pricing
actions which have partially offset these impacts. The following table presents
the average prices incurred related to copper, gold, silver, and palladium:


                                 For the                     For the
                              Quarters Ended            Nine Months Ended
                          June 24,      June 25,      June 24,      June 25,
             Measure        2022          2021          2022          2021
Copper            Lb.    $     4.12    $     3.41    $     4.02    $     3.07
Gold         Troy oz.         1,850         1,735         1,826         1,664
Silver       Troy oz.         24.72         22.92         24.31         21.11
Palladium    Troy oz.         2,383         2,438         2,370         2,229


We expect to purchase approximately 215 million pounds of copper, 135,000 troy
ounces of gold, 2.7 million troy ounces of silver, and 15,000 troy ounces of
palladium in fiscal 2022.

Operating Expenses

The following table presents operating expense information:



                                                         For the                                For the
                                                     Quarters Ended                        Nine Months Ended
                                                 June 24,      June 25,                  June 24,      June 25,
                                                   2022          2021       Change         2022          2021       Change

                                                                              ($ in millions)
Selling, general, and administrative expenses    $     393     $     366    $    27     $    1,172    $    1,128    $    44
As a percentage of net sales                           9.6 %         9.5 %                     9.8 %        10.2 %

Restructuring and other charges, net             $      26     $      11

$ 15 $ 59 $ 195 $ (136)

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $27 million and $44 million in the third quarter and first nine months of fiscal 2022, respectively, from the same periods of fiscal 2021 due primarily to increased selling expenses to support higher sales levels, the impact of inflation, and incremental expenses attributable to recent acquisitions, partially offset by lower incentive compensation costs.



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Restructuring and Other Charges, Net. We are committed to continuous
productivity improvements, and we evaluate opportunities to simplify our global
manufacturing footprint, migrate facilities to lower-cost regions, reduce fixed
costs, and eliminate excess capacity. These initiatives are designed to help us
maintain our competitiveness in the industry, improve our operating leverage,
and position us for future growth.

During fiscal 2022 and 2021, we initiated restructuring programs associated with
footprint consolidation and cost structure improvements across all segments. We
incurred net restructuring and related charges of $85 million during the first
nine months of fiscal 2022, of which $16 million was recorded in cost of sales.
Annualized cost savings related to the fiscal 2022 actions commenced during the
first nine months of fiscal 2022 are expected to be approximately $75 million
and are expected to be realized by the end of fiscal 2024. Cost savings will be
reflected primarily in cost of sales and selling, general, and administrative
expenses. For fiscal 2022, we expect total restructuring charges to be
approximately $150 million and total spending, which will be funded with cash
from operations, to be approximately $160 million.

See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding net restructuring and other charges.

Operating Income



The following table presents operating income and operating margin information:

                            For the                                For the
                        Quarters Ended                        Nine Months Ended
                    June 24,      June 25,                  June 24,      June 25,
                      2022          2021       Change         2022          2021        Change

                                                  ($ in millions)

Operating income    $     719    $      714    $     5     $    2,096    $    1,774    $    322
Operating margin         17.5 %        18.6 %                    17.6 %        16.0 %


Operating income included the following:



                                                             For the                       For the
                                                         Quarters Ended               Nine Months Ended
                                                    June 24,        June 25,      June 24,        June 25,
                                                      2022            2021          2022            2021

                                                                         (in millions)
Acquisition-related charges:
Acquisition and integration costs                  $       11      $         9    $      29      $        23
Charges associated with the amortization of
acquisition-related fair value adjustments                  1                -            9                3
                                                           12                9           38               26
Restructuring and other charges, net                       26               11           59              195
Restructuring-related charges recorded in cost
of sales                                                    4                -           16                -
Total                                              $       42      $        20    $     113      $       221

See discussion of operating income below under "Segment Results."



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Non-Operating Items

The following table presents select non-operating information:



                                                       For the                                 For the
                                                   Quarters Ended                         Nine Months Ended
                                               June 24,      June 25,                  June 24,       June 25,
                                                 2022          2021        Change        2022           2021       Change

                                                                             ($ in millions)
Income tax expense                             $     116    $      124    $    (8)     $     362     $      290    $    72
Effective tax rate                                  16.4 %        17.6 %                    17.4 %         16.6 %


Income Taxes. See Note 12 to the Condensed Consolidated Financial Statements for
discussion of items impacting income tax expense and the effective tax rate for
the third quarters and first nine months of fiscal 2022 and 2021.

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