TE Connectivity (TEL) 10-Q 2022 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 24, 2022
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

001-33260

(Commission File Number)

TE CONNECTIVITY LTD.

(Exact name of registrant as specified in its charter)

Switzerland (Jurisdiction of Incorporation)	98-0518048 (I.R.S. Employer Identification No.)
Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland (Address of principal executive offices)	+41 (0)52 633 66 61 (Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Shares, Par Value CHF 0.57	TEL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of common shares outstanding as of July 22, 2022 was 319,838,968.

TE CONNECTIVITY LTD.

INDEX TO FORM 10-Q

		Page
Part I.	Financial Information
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Operations for the Quarters and Nine Months Ended June 24, 2022 and June 25, 2021 (unaudited)	1
	Condensed Consolidated Statements of Comprehensive Income for the Quarters and Nine Months Ended June 24, 2022 and June 25, 2021 (unaudited)	2
	Condensed Consolidated Balance Sheets as of June 24, 2022 and September 24, 2021 (unaudited)	3
	Condensed Consolidated Statements of Shareholders’ Equity for the Quarters and Nine Months Ended June 24, 2022 and June 25, 2021 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 24, 2022 and June 25, 2021 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
Part II.	Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 6.	Exhibits	41
Signatures		42

i

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the				For the
	Quarters Ended				Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions, except per share data)
Net sales	$	4,097	$	3,845	$	11,922	$	11,105
Cost of sales		2,769		2,577		8,027		7,481
Gross margin		1,328		1,268		3,895		3,624
Selling, general, and administrative expenses		393		366		1,172		1,128
Research, development, and engineering expenses		179		168		539		504
Acquisition and integration costs		11		9		29		23
Restructuring and other charges, net		26		11		59		195
Operating income		719		714		2,096		1,774
Interest income		3		3		9		14
Interest expense		(18)		(14)		(48)		(42)
Other income, net		4		2		24		5
Income from continuing operations before income taxes		708		705		2,081		1,751
Income tax expense		(116)		(124)		(362)		(290)
Income from continuing operations		592		581		1,719		1,461
Income (loss) from discontinued operations, net of income taxes		2		(1)		1		6
Net income	$	594	$	580	$	1,720	$	1,467
Basic earnings per share:
Income from continuing operations	$	1.84	$	1.76	$	5.31	$	4.41
Income from discontinued operations		0.01		—		—		0.02
Net income		1.84		1.76		5.31		4.43
Diluted earnings per share:
Income from continuing operations	$	1.83	$	1.74	$	5.26	$	4.39
Income from discontinued operations		0.01		—		—		0.02
Net income		1.83		1.74		5.26		4.41
Weighted-average number of shares outstanding:
Basic		322		330		324		331
Diluted		324		333		327		333

See Notes to Condensed Consolidated Financial Statements.

1

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	For the				For the
	Quarters Ended				Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Net income	$	594	$	580	$	1,720	$	1,467
Other comprehensive income (loss):
Currency translation		(225)		40		(216)		172
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes		4		7		12		19
Gains (losses) on cash flow hedges, net of income taxes		(112)		(15)		(65)		42
Other comprehensive income (loss)		(333)		32		(269)		233	��
Comprehensive income		261		612		1,451		1,700
Less: comprehensive (income) loss attributable to noncontrolling interests		4		(2)		11		(4)
Comprehensive income attributable to TE Connectivity Ltd.	$	265	$	610	$	1,462	$	1,696

See Notes to Condensed Consolidated Financial Statements.

2

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 24,		September 24,
	2022		2021
	(in millions, except share
	data)
Assets
Current assets:
Cash and cash equivalents	$	820	$	1,203
Accounts receivable, net of allowance for doubtful accounts of $54 and $41, respectively		3,132		2,928
Inventories		3,028		2,511
Prepaid expenses and other current assets		603		621
Total current assets		7,583		7,263
Property, plant, and equipment, net		3,712		3,778
Goodwill		5,352		5,590
Intangible assets, net		1,355		1,549
Deferred income taxes		2,478		2,499
Other assets		868		783
Total assets	$	21,348	$	21,462
Liabilities, redeemable noncontrolling interests, and shareholders' equity
Current liabilities:
Short-term debt	$	822	$	503
Accounts payable		1,917		1,911
Accrued and other current liabilities		2,319		2,242
Total current liabilities		5,058		4,656
Long-term debt		3,380		3,589
Long-term pension and postretirement liabilities		1,094		1,139
Deferred income taxes		186		181
Income taxes		322		302
Other liabilities		771		847
Total liabilities		10,811		10,714
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests		103		114
Shareholders' equity:
Common shares, CHF 0.57 par value, 330,830,781 shares authorized and issued, and 336,099,881 shares authorized and issued, respectively		146		148
Accumulated earnings		12,084		11,709
Treasury shares, at cost, 10,425,219 and 9,060,919 shares, respectively		(1,370)		(1,055)
Accumulated other comprehensive loss		(426)		(168)
Total shareholders' equity		10,434		10,634
Total liabilities, redeemable noncontrolling interests, and shareholders' equity	$	21,348	$	21,462

See Notes to Condensed Consolidated Financial Statements.

3

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

	For the Quarter Ended June 24, 2022
											Accumulated
											Other		Total
	Common Shares			Treasury Shares			Contributed		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Shares	Amount		Surplus		Earnings		Loss		Equity
	(in millions)
Balance at March 25, 2022	336	$	148	(13)	$	(1,769)	$	—	$	12,160	$	(97)	$	10,442
Net income	—		—	—		—		—		594		—		594
Other comprehensive loss	—		—	—		—		—		—		(329)		(329)
Share-based compensation expense	—		—	—		—		28		—		—		28
Dividends	—		—	—		—		—		5		—		5
Exercise of share options	—		—	—		4		—		—		—		4
Restricted share award vestings and other activity	—		—	1		6		(28)		32		—		10
Repurchase of common shares	—		—	(3)		(320)		—		—		—		(320)
Cancellation of treasury shares	(5)		(2)	5		709		—		(707)		—		—
Balance at June 24, 2022	331	$	146	(10)	$	(1,370)	$	—	$	12,084	$	(426)	$	10,434

	For the Nine Months Ended June 24, 2022
											Accumulated
											Other		Total
	Common Shares			Treasury Shares			Contributed		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Shares	Amount		Surplus		Earnings		Loss		Equity
	(in millions)
Balance at September 24, 2021	336	$	148	(9)	$	(1,055)	$	—	$	11,709	$	(168)	$	10,634
Net income	—		—	—		—		—		1,720		—		1,720
Other comprehensive loss	—		—	—		—		—		—		(258)		(258)
Share-based compensation expense	—		—	—		—		88		—		—		88
Dividends	—		—	—		—		—		(717)		—		(717)
Exercise of share options	—		—	—		34		—		—		—		34
Restricted share award vestings and other activity	—		—	2		14		(88)		79		—		5
Repurchase of common shares	—		—	(8)		(1,072)		—		—		—		(1,072)
Cancellation of treasury shares	(5)		(2)	5		709		—		(707)		—		—
Balance at June 24, 2022	331	$	146	(10)	$	(1,370)	$	—	$	12,084	$	(426)	$	10,434

4

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED) (Continued)

	For the Quarter Ended June 25, 2021
											Accumulated
											Other		Total
	Common Shares			Treasury Shares			Contributed		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Shares	Amount		Surplus		Earnings		Loss		Equity
	(in millions)
Balance at March 26, 2021	339	$	149	(9)	$	(775)	$	—	$	10,541	$	(246)	$	9,669
Net income	—		—	—		—		—		580		—		580
Other comprehensive income	—		—	—		—		—		—		30		30
Share-based compensation expense	—		—	—		—		24		—		—		24
Dividends	—		—	—		—		—		3		—		3
Exercise of share options	—		—	—		11		—		—		—		11
Restricted share award vestings and other activity	—		—	—		6		(24)		29		—		11
Repurchase of common shares	—		—	(2)		(282)		—		—		—		(282)
Cancellation of treasury shares	(3)		(1)	3		262		—		(261)		—		—
Balance at June 25, 2021	336	$	148	(8)	$	(778)	$	—	$	10,892	$	(216)	$	10,046

	For the Nine Months Ended June 25, 2021
											Accumulated
											Other		Total
	Common Shares			Treasury Shares			Contributed		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Shares	Amount		Surplus		Earnings		Loss		Equity
	(in millions)
Balance at September 25, 2020	339	$	149	(8)	$	(669)	$	—	$	10,348	$	(445)	$	9,383
Net income	—		—	—		—		—		1,467		—		1,467
Other comprehensive income	—		—	—		—		—		—		229		229
Share-based compensation expense	—		—	—		—		73		—		—		73
Dividends	—		—	—		—		—		(658)		—		(658)
Exercise of share options	—		—	2		130		—		—		—		130
Restricted share award vestings and other activity	—		—	—		90		(73)		(4)		—		13
Repurchase of common shares	—		—	(5)		(591)		—		—		—		(591)
Cancellation of treasury shares	(3)		(1)	3		262		—		(261)		—		—
Balance at June 25, 2021	336	$	148	(8)	$	(778)	$	—	$	10,892	$	(216)	$	10,046

See Notes to Condensed Consolidated Financial Statements.

5

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the
	Nine Months Ended
	June 24,		June 25,
	2022		2021
	(in millions)
Cash flows from operating activities:
Net income	$	1,720	$	1,467
Income from discontinued operations, net of income taxes		(1)		(6)
Income from continuing operations		1,719		1,461
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		597		590
Deferred income taxes		(18)		(62)
Non-cash lease cost		98		90
Provision for losses on accounts receivable and inventories		79		32
Share-based compensation expense		88		73
Other		(19)		(45)
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net		(108)		(638)
Inventories		(439)		(482)
Prepaid expenses and other current assets		57		(14)
Accounts payable		(48)		646
Accrued and other current liabilities		(316)		110
Income taxes		53		61
Other		(219)		80
Net cash provided by operating activities		1,524		1,902
Cash flows from investing activities:
Capital expenditures		(556)		(454)
Proceeds from sale of property, plant, and equipment		98		85
Acquisition of businesses, net of cash acquired		(116)		(126)
Other		6		(2)
Net cash used in investing activities		(568)		(497)
Cash flows from financing activities:
Net increase in commercial paper		237		—
Proceeds from issuance of debt		588		661
Repayment of debt		(558)		(706)
Proceeds from exercise of share options		34		130
Repurchase of common shares		(1,086)		(518)
Payment of common share dividends to shareholders		(506)		(483)
Other		(39)		(27)
Net cash used in financing activities		(1,330)		(943)
Effect of currency translation on cash		(9)		9
Net increase (decrease) in cash, cash equivalents, and restricted cash		(383)		471
Cash, cash equivalents, and restricted cash at beginning of period		1,203		945
Cash, cash equivalents, and restricted cash at end of period	$	820	$	1,416

See Notes to Condensed Consolidated Financial Statements.

6

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The unaudited Condensed Consolidated Financial Statements of TE Connectivity Ltd. (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and the instructions to Form 10-Q under the Securities Exchange Act of 1934. In management’s opinion, the unaudited Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period.

The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021.

Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2022 and fiscal 2021 are to our fiscal years ending September 30, 2022 and ended September 24, 2021, respectively.

2. Restructuring and Other Charges, Net

Net restructuring and other charges consisted of 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)
Restructuring charges, net	$	26	$	10	$	69	$	170
(Gain) loss on divestitures and impairment of held for sale businesses		—		—		(10)		21
Other charges, net		—		1		—		4
Restructuring and other charges, net	$	26	$	11	$	59	$	195

Net restructuring and related charges by segment were as follows:

	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	$	9	$	2	$	24	$	130
Industrial Solutions		11		6		29		26
Communications Solutions		6		2		16		14
Restructuring charges, net		26		10		69		170
Plus: charges included in cost of sales(1)		4		—		16		—
Restructuring and related charges, net	$	30	$	10	$	85	$	170

(1) Charges included in cost of sales were attributable to inventory-related charges within the Industrial Solutions segment.

7

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

Activity in our restructuring reserves was as follows:

	Balance at												Balance at
	September 24,				Changes in		Cash		Non-Cash		Currency		June 24,
	2021		Charges		Estimate		Payments		Items		Translation		2022
	(in millions)
Fiscal 2022 Actions:
Employee severance	$	—	$	57	$	—	$	(4)	$	—	$	—	$	53
Property, plant, and equipment and other non-cash charges		—		27		—		—		(27)		—		0
Total		—		84		—		(4)		(27)		—		53
Fiscal 2021 Actions:
Employee severance		152		2		(4)		(73)		—		(10)		67
Facility and other exit costs		2		3		—		(4)		—		—		1
Property, plant, and equipment		—		2		—		—		(2)		—		0
Total		154		7		(4)		(77)		(2)		(10)		68
Pre-Fiscal 2021 Actions:
Employee severance		135		—		(7)		(34)		—		(10)		84
Facility and other exit costs		15		8		(4)		(11)		—		—		8
Property, plant, and equipment		—		4		(3)		—		(1)		—		0
Total		150		12		(14)		(45)		(1)		(10)		92
Total Activity	$	304	$	103	$	(18)	$	(126)	$	(30)	$	(20)	$	213

Fiscal 2022 Actions

During fiscal 2022, we initiated a restructuring program associated with footprint consolidation and cost structure improvements across all segments. During the nine months ended June 24, 2022, we recorded restructuring and related charges of $84 million in connection with this program. We expect to complete all restructuring actions commenced during the nine months ended June 24, 2022 by the end of fiscal 2024 and to incur additional charges of approximately $16 million.

The following table summarizes expected, incurred, and remaining charges for the fiscal 2022 program by segment as of June 24, 2022:

	Total		Cumulative		Remaining
	Expected		Charges		Expected
	Charges		Incurred		Charges
	(in millions)
Transportation Solutions	$	28	$	24	$	4
Industrial Solutions		47		45		2
Communications Solutions		25		15		10
Total	$	100	$	84	$	16

Fiscal 2021 Actions

During fiscal 2021, we initiated a restructuring program across all segments to optimize our manufacturing footprint and improve the cost structure of the organization. In connection with this program, during the nine months ended June 24, 2022 and June 25, 2021, we recorded net restructuring charges of $3 million and $162 million, respectively. We expect additional charges related to fiscal 2021 actions to be insignificant.

8

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

The following table summarizes charges incurred for the fiscal 2021 program by segment as of June 24, 2022:

	Cumulative
	Charges
	Incurred
	(in millions)
Transportation Solutions	$	125
Industrial Solutions		49
Communications Solutions		24
Total	$	198

Pre-Fiscal 2021 Actions

During the nine months ended June 24, 2022 and June 25, 2021, we recorded net restructuring credits of $2 million and charges of $8 million, respectively, related to pre-fiscal 2021 actions. We expect additional charges related to pre-fiscal 2021 actions to be insignificant.

Total Restructuring Reserves

Restructuring reserves included on the Condensed Consolidated Balance Sheets were as follows:

	June 24,		September 24,
	2022		2021
	(in millions)
Accrued and other current liabilities	$	160	$	236
Other liabilities		53		68
Restructuring reserves	$	213	$	304

3. Acquisitions

During the nine months ended June 24, 2022, we acquired 2 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.

We acquired 2 businesses for a combined cash purchase price of $125 million, net of cash acquired, during the nine months ended June 25, 2021. The acquisitions were reported as part of our Industrial Solutions segment from the date of acquisition.

4. Inventories

Inventories consisted of the following:

	June 24,		September 24,
	2022		2021
	(in millions)
Raw materials	$	419	$	320
Work in progress		1,190		991
Finished goods		1,419		1,200
Inventories	$	3,028	$	2,511

9

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

5. Goodwill

The changes in the carrying amount of goodwill by segment were as follows:

	Transportation		Industrial		Communications
	Solutions		Solutions		Solutions		Total
	(in millions)
September 24, 2021(1)	$	1,549	$	3,446	$	595	$	5,590
Acquisitions		—		—		82		82
Purchase price adjustments		—		(101)		—		(101)
Currency translation and other		(64)		(130)		(25)		(219)
June 24, 2022(1)	$	1,485	$	3,215	$	652	$	5,352

(1) At June 24, 2022 and September 24, 2021, accumulated impairment losses for the Transportation Solutions, Industrial Solutions, and Communications Solutions segments were $3,091 million, $669 million, and $489 million, respectively.

During the nine months ended June 24, 2022, we recognized goodwill in the Communications Solutions segment in connection with recent acquisitions. Also during the nine months ended June 24, 2022, we recognized purchase price adjustments in the Industrial Solutions segment in connection with prior year acquisitions, including 2 acquisitions that closed late in the fourth quarter of fiscal 2021. See Note 3 for additional information regarding acquisitions.

6. Intangible Assets, Net

Intangible assets consisted of the following:

	June 24, 2022						September 24, 2021
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
	(in millions)
Customer relationships	$	1,687	$	(700)	$	987	$	1,766	$	(660)	$	1,106
Intellectual property		1,216		(860)		356		1,262		(832)		430
Other		18		(6)		12		19		(6)		13
Total	$	2,921	$	(1,566)	$	1,355	$	3,047	$	(1,498)	$	1,549

Intangible asset amortization expense was $48 million for both the quarters ended June 24, 2022 and June 25, 2021, and $145 million and $144 million for the nine months ended June 24, 2022 and June 25, 2021, respectively.

At June 24, 2022, the aggregate amortization expense on intangible assets is expected to be as follows:

	(in millions)
Remainder of fiscal 2022	$	48
Fiscal 2023		191
Fiscal 2024		161
Fiscal 2025		146
Fiscal 2026		139
Fiscal 2027		120
Thereafter		550
Total	$	1,355

10

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

7. Debt

During the nine months ended June 24, 2022, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued $600 million aggregate principal amount of 2.50% senior notes due in February 2032. The notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur. The notes are fully and unconditionally guaranteed as to payment on an unsecured basis by TE Connectivity Ltd.

During the nine months ended June 24, 2022, we reclassified €550 million of 1.10% senior notes due in March 2023 from long-term debt to short-term debt on the Condensed Consolidated Balance Sheet.

During the nine months ended June 24, 2022, TEGSA completed an early redemption of $500 million aggregate principal amount of 3.50% senior notes due in February 2022.

As of June 24, 2022, TEGSA had $237 million of commercial paper outstanding at a weighted-average interest rate of 1.92%. TEGSA had 0 commercial paper outstanding at September 24, 2021.

The fair value of our debt, based on indicative valuations, was approximately $4,134 million and $4,465 million at June 24, 2022 and September 24, 2021, respectively.

8. Leases

The components of lease cost were as follows:

	For the				For the
	Quarters Ended				Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Operating lease cost	$	34	$	31	$	98	$	90
Variable lease cost		15		13		40		37
Total lease cost	$	49	$	44	$	138	$	127

Cash flow information, including significant non-cash transactions, related to leases was as follows:

	For the
	Nine Months Ended
	June 24,		June 25,
	2022		2021
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases(1)	$	92	$	90
Right-of-use assets, including modifications of existing leases, obtained in exchange for operating lease liabilities		102		65

(1) These payments are included in cash flows from operating activities, primarily in changes in accrued and other current liabilities.

11

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

9. Commitments and Contingencies

Legal Proceedings

In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

Trade Compliance Matters

We are investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”). We are cooperating with the BIS and DDTC on these matters, and both our internal assessment and the resulting investigations by the agencies remain ongoing. We are unable to predict the timing and final outcome of the agencies’ investigations. An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties. While we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigations into these matters have yet to be completed and the final outcome of such investigations and related fines and penalties may differ from amounts currently reserved.

Environmental Matters

We are involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods. As of June 24, 2022, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $17 million to $45 million, and we accrued $20 million as the probable loss, which was the best estimate within this range. We believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows.

Guarantees

In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows.

At June 24, 2022, we had outstanding letters of credit, letters of guarantee, and surety bonds of $134 million, excluding those related to our Subsea Communications (“SubCom”) business which are discussed below.

During fiscal 2019, we sold our SubCom business. In connection with the sale, we contractually agreed to continue to honor performance guarantees and letters of credit related to the SubCom business’ projects that existed as of the date of sale. These performance guarantees and letters of credit had a combined value of approximately $116 million as of June 24, 2022 and are expected to expire at various dates through fiscal 2027. We have contractual recourse against the SubCom business if we are required to perform on any SubCom guarantees; however, based on historical experience, we do not anticipate having to perform.

12

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

10. Financial Instruments

Foreign Currency Exchange Rate Risk

We utilize cross-currency swap contracts to reduce our exposure to foreign currency exchange rate risk associated with certain intercompany loans. The aggregate notional value of these contracts was €200 million and €700 million at June 24, 2022 and September 24, 2021, respectively. Certain contracts were terminated during the nine months ended June 24, 2022; the remaining contracts mature in the fourth quarter of fiscal 2022. Under the terms of these contracts, which have been designated as cash flow hedges, we make interest payments in euros at 3.50% per annum and receive interest in U.S. dollars at a weighted-average rate of 5.26% per annum. Upon maturity, we will pay the notional value of the contracts in euros and receive U.S. dollars from our counterparties. In connection with the cross-currency swap contracts, both counterparties to each contract are required to provide cash collateral.

These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:

	June 24,		September 24,
	2022		2021
	(in millions)
Prepaid expenses and other current assets	$	18	$	—
Other liabilities		—		20

At June 24, 2022 and September 24, 2021, collateral received from or paid to our counterparties approximated the net derivative position. Collateral is recorded in accrued and other current liabilities when the contracts are in a net asset position, or prepaid expenses and other current assets when the contracts are in a net liability position on the Condensed Consolidated Balance Sheets. The impacts of these cross-currency swap contracts were as follows:

	For the				For the
	Quarters Ended				Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Losses recorded in other comprehensive income (loss)	$	(1)	$	(1)	$	(6)	$	(5)
Gains (losses) excluded from the hedging relationship(1)		13		(11)		52		(23)

(1) Gains and losses excluded from the hedging relationship are recognized prospectively in selling, general, and administrative expenses and are offset by losses and gains generated as a result of re-measuring certain intercompany loans to the U.S. dollar.

Hedge of Net Investment

We hedge our net investment in certain foreign operations using intercompany loans and external borrowings denominated in the same currencies. The aggregate notional value of these hedges was $2,203 million and $3,798 million at June 24, 2022 and September 24, 2021, respectively.

We also use a cross-currency swap program to hedge our net investment in certain foreign operations. The aggregate notional value of the contracts under this program was $1,767 million and $1,430 million at June 24, 2022 and September 24, 2021, respectively. Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 1.51% per annum and pay 0 interest. Upon the maturity of these contracts at various dates through fiscal 2026, we will pay the notional value of the contracts in the designated foreign currency and receive U.S. dollars from our counterparties. We are not required to provide collateral for these contracts.

13

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:

	June 24,		September 24,
	2022		2021
	(in millions)
Prepaid expenses and other current assets	$	28	$	3
Other assets		97		18
Accrued and other current liabilities		—		13
Other liabilities		—		18

The impacts of our hedge of net investment programs were as follows:

		For the			For the
		Quarters Ended			Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Foreign currency exchange gains (losses) on intercompany loans and external borrowings(1)	$	156	$	(46)	$	344	$	(81)
Gains (losses) on cross-currency swap contracts designated as hedges of net investment(1)		78		(14)		148		(41)

(1) Recorded as currency translation, a component of accumulated other comprehensive income (loss), and offset by changes attributable to the translation of the net investment.

Interest Rate Risk Management

We may utilize forward starting interest rate swap contracts to manage interest rate exposure in periods prior to the anticipated issuance of fixed rate debt. During the nine months ended June 24, 2022, we terminated forward starting interest rate swap contracts with an aggregate notional value of $450 million as a result of the issuance of our 2.50% senior notes due in 2032. At fiscal year end 2021, these forward starting interest rate swap contracts were recorded on the Condensed Consolidated Balance Sheet as follows; there were 0 such balances at June 24, 2022:

	September 24,
	2021
	(in millions)
Prepaid expenses and other current assets	$	7
Accrued and other current liabilities		38

The impacts of these forward starting interest rate swap contracts were as follows:

	For the				For the
	Quarters Ended				Nine Months Ended
��	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Gains (losses) recorded in other comprehensive income (loss)	$	—	$	(11)	$	13	$	36

Commodity Hedges

As part of managing the exposure to certain commodity price fluctuations, we utilize commodity swap contracts. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in prices of commodities used in production. These contracts had an aggregate notional value of $605 million and $512 million at

14

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

June 24, 2022 and September 24, 2021, respectively, and were designated as cash flow hedges. These commodity swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:

	June 24,		September 24,
	2022		2021
	(in millions)
Prepaid expenses and other current assets	$	2	$	23
Accrued and other current liabilities		57		18
Other liabilities		10		4

The impacts of these commodity swap contracts were as follows:

	For the				For the
	Quarters Ended				Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Gains (losses) recorded in other comprehensive income (loss)	$	(106)	$	24	$	(45)	$	78
Gains reclassified from accumulated other comprehensive income (loss) into cost of sales		15		27		35		66

We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with commodity hedges will be reclassified into the Condensed Consolidated Statement of Operations within the next twelve months.

11. Retirement Plans

The net periodic pension benefit cost (credit) for all non-U.S. and U.S. defined benefit pension plans was as follows:

	Non-U.S. Plans				U.S. Plans
	For the				For the
	Quarters Ended				Quarters Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Operating expense:
Service cost	$	11	$	10	$	2	$	3
Other (income) expense:
Interest cost		8		7		7		7
Expected return on plan assets		(15)		(13)		(11)		(13)
Amortization of net actuarial loss		6		8		—		3
Amortization of prior service credit		(1)		(3)		—		—
Net periodic pension benefit cost (credit)	$	9	$	9	$	(2)	$	—

15

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

	Non-U.S. Plans				U.S. Plans
	For the				For the
	Nine Months Ended				Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Operating expense:
Service cost	$	31	$	34	$	6	$	9
Other (income) expense:
Interest cost		25		21		20		23
Expected return on plan assets		(44)		(40)		(35)		(39)
Amortization of net actuarial loss		19		23		2		7
Amortization of prior service credit		(4)		(6)		—		—
Net periodic pension benefit cost (credit)	$	27	$	32	$	(7)	$	—

During the nine months ended June 24, 2022, we contributed $29 million to our non-U.S. pension plans.

12. Income Taxes

We recorded income tax expense of $116 million and $124 million for the quarters ended June 24, 2022 and June 25, 2021, respectively. The income tax expense for the quarter ended June 24, 2022 included a $21 million income tax benefit related to the tax impacts of an intercompany transaction. Our estimated annual effective tax rate for fiscal 2022 includes a total income tax benefit of approximately $75 million related to this transaction, with a portion recognized in the nine months ended June 24, 2022 and the remainder to be recognized in the fourth quarter of fiscal 2022.

We recorded income tax expense of $362 million and $290 million for the nine months ended June 24, 2022 and June 25, 2021, respectively. The income tax expense for the nine months ended June 24, 2022 included a $57 million income tax benefit related to the tax impacts of the intercompany transaction discussed above and $27 million of income tax expense related to the write-down of certain deferred tax assets to the lower corporate tax rate enacted in the canton of Schaffhausen. In addition, the income tax expense for the nine months ended June 24, 2022 included $12 million of income tax expense related to an income tax audit of an acquired entity. As we are entitled to indemnification of pre-acquisition period tax obligations under the terms of the purchase agreement, we recorded an associated indemnification receivable and other income of $11 million during the nine months ended June 24, 2022. The income tax expense for the nine months ended June 25, 2021 included a $29 million income tax benefit related to an Internal Revenue Service approved change in the tax method of depreciating or amortizing certain assets.

During the nine months ended June 24, 2022, we completed additional intercompany transactions that resulted in a non-U.S. subsidiary recording an increase in deferred tax assets for tax loss and credit carryforwards of approximately $4.0 billion. We do not expect this subsidiary to generate sufficient future taxable income to realize these deferred tax assets; therefore, we recognized a corresponding increase to the valuation allowance. Accordingly, there was no impact to the Condensed Consolidated Statement of Operations for the nine months ended June 24, 2022 or Condensed Consolidated Balance Sheet as of June 24, 2022.

Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that, as of June 24, 2022, approximately $100 million of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months.

We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Consolidated Balance Sheet as of June 24, 2022.

16

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

13. Earnings Per Share

The weighted-average number of shares outstanding used in the computations of basic and diluted earnings per share were as follows:

	For the		For the
	Quarters Ended		Nine Months Ended
	June 24,	June 25,	June 24,	June 25,
	2022	2021	2022	2021
	(in millions)
Basic	322	330	324	331
Dilutive impact of share-based compensation arrangements	2	3	3	2
Diluted	324	333	327	333

For both the quarter and nine months ended June 24, 2022, 1 million share options were not included in the computation of diluted earnings per share because the instruments’ underlying exercise prices were greater than the average market prices of our common shares and inclusion would be antidilutive.

14. Shareholders’ Equity

Common Shares Held in Treasury

In March 2022, our shareholders approved the cancellation of approximately 5 million shares purchased under our share repurchase program during the period beginning September 26, 2020 and ending September 24, 2021. The capital reduction by cancellation of these shares was subject to a notice period and filing with the commercial register in Switzerland and became effective in May 2022.

Dividends

We paid cash dividends to shareholders as follows:

	For the				For the
	Quarters Ended				Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
Dividends paid per common share	$	0.56	$	0.50	$	1.56	$	1.46

In March 2022, our shareholders approved a dividend payment to shareholders of $2.24 per share, payable in 4 equal quarterly installments of $0.56 per share beginning in the third quarter of fiscal 2022 and ending in the second quarter of fiscal 2023.

Upon shareholders’ approval of a dividend payment, we record a liability with a corresponding charge to shareholders’ equity. At June 24, 2022 and September 24, 2021, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $538 million and $327 million, respectively.

17

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

Share Repurchase Program

During the quarter ended June 24, 2022, our board of directors authorized an increase of $1.5 billion in our share repurchase program. Common shares repurchased under the share repurchase program were as follows:

	For the
	Nine Months Ended
	June 24,		June 25,
	2022		2021
	(in millions)
Number of common shares repurchased		8		5
Repurchase value	$	1,072	$	591

At June 24, 2022, we had $2.0 billion of availability remaining under our share repurchase authorization.

15. Share Plans

Share-based compensation expense, which was included in selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations, was as follows:

	For the				For the
	Quarters Ended				Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Share-based compensation expense	$	28	$	24	$	88	$	73

As of June 24, 2022, there was $160 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 1.8 years.

During the quarter ended December 24, 2021, we granted the following share-based awards as part of our annual incentive plan grant:

		Grant-Date
	Shares	Fair Value
	(in millions)
Share options	0.8	$	37.67
Restricted share awards	0.3		158.00
Performance share awards	0.1		158.00

As of June 24, 2022, we had 11 million shares available for issuance under the TE Connectivity Ltd. 2007 Stock and Incentive Plan, amended and restated as of September 17, 2020.

Share-Based Compensation Assumptions

The assumptions we used in the Black-Scholes-Merton option pricing model for the options granted as part of our annual incentive plan grant were as follows:

Expected share price volatility		29	%
Risk-free interest rate		1.1	%
Expected annual dividend per share	$	2.00
Expected life of options (in years)		5.1

18

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

16. Segment and Geographic Data

Net sales by segment⁽¹⁾ and industry end market⁽²⁾ were as follows:

	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:
Automotive	$	1,629	$	1,600	$	4,802	$	4,859
Commercial transportation		400		382		1,159		1,095
Sensors		271		283		811		822
Total Transportation Solutions		2,300		2,265		6,772		6,776
Industrial Solutions:
Industrial equipment		479		377		1,413		1,011
Aerospace, defense, oil, and gas		271		260		774		777
Energy		207		187		579		544
Medical		177		178		502		495
Total Industrial Solutions		1,134		1,002		3,268		2,827
Communications Solutions:
Data and devices		417		329		1,151		841
Appliances		246		249		731		661
Total Communications Solutions		663		578		1,882		1,502
Total	$	4,097	$	3,845	$	11,922	$	11,105

(1) Intersegment sales were not material.

(2) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

19

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

Net sales by geographic region⁽¹⁾ and segment were as follows:

	For the				For the
	Quarters Ended				Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Europe/Middle East/Africa (“EMEA”):
Transportation Solutions	$	894	$	913	$	2,564	$	2,729
Industrial Solutions		470		417		1,368		1,168
Communications Solutions		84		83		263		222
Total EMEA		1,448		1,413		4,195		4,119
Asia–Pacific:
Transportation Solutions		825		868		2,636		2,619
Industrial Solutions		205		183		611		517
Communications Solutions		372		333		1,036		877
Total Asia–Pacific		1,402		1,384		4,283		4,013
Americas:
Transportation Solutions		581		484		1,572		1,428
Industrial Solutions		459		402		1,289		1,142
Communications Solutions		207		162		583		403
Total Americas		1,247		1,048		3,444		2,973
Total	$	4,097	$	3,845	$	11,922	$	11,105

(1) Net sales to external customers are attributed to individual countries based on the legal entity that records the sale.

Operating income by segment was as follows:

	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	$	383	$	433	$	1,187	$	1,139
Industrial Solutions		169		148		440		335
Communications Solutions		167		133		469		300
Total	$	719	$	714	$	2,096	$	1,774

20

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

21

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

22

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

24

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.

25

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.”

26

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.

Segment Results

Transportation Solutions

Net Sales. The following table presents the Transportation Solutions segment’s net sales and the percentage of total net sales by industry end market⁽¹⁾:

	For the								For the
	Quarters Ended								Nine Months Ended
	June 24,				June 25,				June 24,				June 25,
	2022				2021				2022				2021
	($ in millions)
Automotive	$	1,629	71	%	$	1,600	71	%	$	4,802	71	%	$	4,859	72	%
Commercial transportation		400	17			382	17			1,159	17			1,095	16
Sensors		271	12			283	12			811	12			822	12
Total	$	2,300	100	%	$	2,265	100	%	$	6,772	100	%	$	6,776	100	%

(1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

The following table provides an analysis of the change in the Transportation Solutions segment’s net sales by industry end market:

	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						Net Sales				Organic Net Sales
	Growth (Decline)				Growth				Translation		Growth (Decline)				Growth				Translation
	($ in millions)
Automotive	$	29	1.8	%	$	148	9.1	%	$	(119)	$	(57)	(1.2)	%	$	137	2.7	%	$	(194)
Commercial transportation		18	4.7			38	9.8			(20)		64	5.8			95	8.6			(31)
Sensors		(12)	(4.2)			6	1.5			(18)		(11)	(1.3)			19	2.2			(30)
Total	$	35	1.5	%	$	192	8.3	%	$	(157)	$	(4)	(0.1)	%	$	251	3.7	%	$	(255)

Net sales in the Transportation Solutions segment increased $35 million, or 1.5%, in the third quarter of fiscal 2022 from the third quarter of fiscal 2021 due to organic net sales growth of 8.3%, partially offset by the negative impact of foreign currency translation of 6.8%. Our organic net sales by industry end market were as follows:

● Automotive—Our organic net sales increased 9.1% in the third quarter of fiscal 2022 with growth of 15.0% in the Americas region, 8.2% in the EMEA region, and 7.4% in the Asia–Pacific region. Overall, our organic net sales growth resulted primarily from increased content per vehicle. Global automotive production in the third quarter of fiscal 2022 was consistent with third quarter fiscal 2021 levels.

27

● Commercial transportation—Our organic net sales increased 9.8% in the third quarter of fiscal 2022 due primarily to market growth in the Americas and EMEA regions as well as content and share gains.

● Sensors—Our organic net sales increased 1.5% in the third quarter of fiscal 2022 as a result of growth in industrial applications, partially offset by declines in transportation applications.

In the first nine months of fiscal 2022, net sales in the Transportation Solutions segment decreased slightly as compared to the first nine months of fiscal 2021 as the negative impact of foreign currency translation of 3.8% was offset by organic net sales growth of 3.7%. Our organic net sales by industry end market were as follows:

● Automotive—Our organic net sales increased 2.7% in the first nine months of fiscal 2022 with growth of 6.5% in the Asia–Pacific region and 5.9% in the Americas region, partially offset by declines of 2.4% in the EMEA region. Overall, our organic net sales increased due primarily to increased content per vehicle, despite declines in global automotive production.

● Commercial transportation—Our organic net sales increased 8.6% in the first nine months of fiscal 2022 primarily as a result of market growth in the Americas and EMEA regions as well as content and share gains.

● Sensors—Our organic net sales increased 2.2% in the first nine months of fiscal 2022 due to growth in industrial applications, partially offset by declines in transportation applications.

Operating Income. The following table presents the Transportation Solutions segment’s 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	$	383		$	433		$	(50)	$	1,187		$	1,139		$	48
Operating margin		16.7	%		19.1	%				17.5	%		16.8	%

Operating income in the Transportation Solutions segment decreased $50 million in the third quarter of fiscal 2022 as compared to the third quarter of fiscal 2021 and increased $48 million in the first nine months of fiscal 2022 as compared to the same period of fiscal 2021. Excluding the items below, operating income in the third quarter and first nine months of fiscal 2022 decreased primarily as a result of inflationary pressure on material and operating costs, partially offset by the positive impact of pricing actions.

	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	$	5	$	5	$	12	$	12
Charges associated with the amortization of acquisition-related fair value adjustments		—		—		—		3
		5		5		12		15
Restructuring and other charges, net		9		2		12		130
Total	$	14	$	7	$	24	$	145

28

Industrial Solutions

Net Sales. The following table presents the Industrial Solutions segment’s net sales and the percentage of total net sales by industry end market⁽¹⁾:

	For the								For the
	Quarters Ended								Nine Months Ended
	June 24,				June 25,				June 24,				June 25,
	2022				2021				2022				2021
	($ in millions)
Industrial equipment	$	479	42	%	$	377	37	%	$	1,413	43	%	$	1,011	36	%
Aerospace, defense, oil, and gas		271	24			260	26			774	24			777	27
Energy		207	18			187	19			579	18			544	19
Medical		177	16			178	18			502	15			495	18
Total	$	1,134	100	%	$	1,002	100	%	$	3,268	100	%	$	2,827	100	%

(1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

The following table provides an analysis of the change in the Industrial Solutions segment’s net sales by industry end market:

	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						Acquisition		Net Sales				Organic Net Sales						Acquisitions
	Growth (Decline)				Growth				Translation		(Divestiture)		Growth (Decline)				Growth				Translation		(Divestitures)
	($ in millions)
Industrial equipment	$	102	27.1	%	$	71	19.1	%	$	(30)	$	61	$	402	39.8	%	$	283	27.9	%	$	(55)	$	174
Aerospace, defense, oil, and gas		11	4.2			22	8.7			(10)		(1)		(3)	(0.4)			16	2.0			(18)		(1)
Energy		20	10.7			31	16.7			(11)		—		35	6.4			69	12.7			(23)		(11)
Medical		(1)	(0.6)			1	0.6			(2)		—		7	1.4			12	2.2			(5)		—
Total	$	132	13.2	%	$	125	12.7	%	$	(53)	$	60	$	441	15.6	%	$	380	13.5	%	$	(101)	$	162

In the Industrial Solutions segment, net sales increased $132 million, or 13.2%, in the third quarter of fiscal 2022 as compared to the third quarter of fiscal 2021 due to organic net sales growth of 12.7% and net sales contributions of 5.9% from an acquisition and a divestiture, partially offset by the negative impact of foreign currency translation of 5.4%. Our organic net sales by industry end market were as follows:

● Industrial equipment—Our organic net sales increased 19.1% in the third quarter of fiscal 2022 due to growth in all regions and continued strength in factory automation and controls applications.

● Aerospace, defense, oil, and gas—Our organic net sales increased 8.7% in the third quarter of fiscal 2022 primarily as a result of growth in the commercial aerospace and the defense markets.

● Energy—Our organic net sales increased 16.7% in the third quarter of fiscal 2022 with growth across all regions and continued strength in renewable energy applications.

● Medical—Our organic net sales increased 0.6% in the third quarter of fiscal 2022 due to market growth in surgical and imaging as well as interventional medical applications.

Net sales in the Industrial Solutions segment increased $441 million, or 15.6%, in the first nine months of fiscal 2022 as compared to the first nine months of fiscal 2021 due to organic net sales growth of 13.5% and net sales contributions

29

of 5.7% from acquisitions and divestitures, partially offset by the negative impact of foreign currency translation of 3.6%. Our organic net sales by industry end market were as follows:

● Industrial equipment—Our organic net sales increased 27.9% in the first nine months of fiscal 2022 as a result of growth in all regions and continued strength in factory automation and controls applications.

● Aerospace, defense, oil, and gas—Our organic net sales increased 2.0% in the first nine months of fiscal 2022 due to growth in the commercial aerospace market, partially offset by declines in the oil and gas and the defense markets.

● Energy—Our organic net sales increased 12.7% in the first nine months of fiscal 2022 due to growth across all regions and continued strength in renewable energy applications.

● Medical—Our organic net sales increased 2.2% in the first nine months of fiscal 2022 as a result of market growth in surgical and imaging as well as interventional medical applications.

Operating Income. The following table presents the Industrial Solutions segment’s 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	$	169		$	148		$	21	$	440		$	335		$	105
Operating margin		14.9	%		14.8	%				13.5	%		11.9	%

Operating income in the Industrial Solutions segment increased $21 million and $105 million in the third quarter and first nine months of fiscal 2022, respectively, as compared to the same periods of fiscal 2021. Excluding the items below, operating income increased primarily as a result of higher volume and the positive impact of pricing actions, partially offset by inflationary pressure on material and operating costs.

	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	$	5	$	4	$	15	$	11
Charges associated with the amortization of acquisition-related fair value adjustments		1		—		9		—
		6		4		24		11
Restructuring and other charges, net		11		6		31		49
Restructuring-related charges recorded in cost of sales		4		—		16		—
Total	$	21	$	10	$	71	$	60

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Communications Solutions

Net Sales. The following table presents the Communications Solutions segment’s net sales and the percentage of total net sales by industry end market⁽¹⁾:

	For the								For the
	Quarters Ended								Nine Months Ended
	June 24,				June 25,				June 24,				June 25,
	2022				2021				2022				2021
	($ in millions)
Data and devices	$	417	63	%	$	329	57	%	$	1,151	61	%	$	841	56	%
Appliances		246	37			249	43			731	39			661	44
Total	$	663	100	%	$	578	100	%	$	1,882	100	%	$	1,502	100	%

(1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

The following table provides an analysis of the change in the Communications Solutions segment’s net sales by industry end market:

	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								Net Sales				Organic Net Sales
	Growth (Decline)				Growth				Translation		Acquisition		Growth				Growth				Translation		Acquisition
	($ in millions)
Data and devices	$	88	26.7	%	$	86	26.2	%	$	(11)	$	13	$	310	36.9	%	$	295	35.0	%	$	(16)	$	31
Appliances		(3)	(1.2)			6	2.2			(9)		—		70	10.6			83	12.4			(13)		—
Total	$	85	14.7	%	$	92	15.9	%	$	(20)	$	13	$	380	25.3	%	$	378	25.1	%	$	(29)	$	31

Net sales in the Communications Solutions segment increased $85 million, or 14.7%, in the third quarter of fiscal 2022 as compared to the third quarter of fiscal 2021 due primarily to organic net sales growth of 15.9%. Our organic net sales by industry end market were as follows:

● Data and devices—Our organic net sales increased 26.2% in the third quarter of fiscal 2022 as a result of market strength in all regions and growth across all product lines.

● Appliances—Our organic net sales increased 2.2% in the third quarter of fiscal 2022 due to sales growth in the Americas and EMEA regions attributable primarily to share gains, partially offset by declines in the Asia–Pacific region.

In the first nine months of fiscal 2022, net sales in the Communications Solutions segment increased $380 million, or 25.3%, as compared to the first nine months of fiscal 2021 due primarily to organic net sales growth of 25.1%. Our organic net sales by industry end market were as follows:

● Data and devices—Our organic net sales increased 35.0% in the first nine months of fiscal 2022 due to market strength in all regions and growth across all product lines.

● Appliances—Our organic net sales increased 12.4% in the first nine months of fiscal 2022 due to sales growth in the Americas and EMEA regions resulting primarily from share gains, partially offset by declines in the Asia–Pacific region.

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Operating Income. The following table presents the Communications Solutions segment’s 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	$	167		$	133		$	34	$	469		$	300		$	169
Operating margin		25.2	%		23.0	%				24.9	%		20.0	%

Operating income in the Communications Solutions segment increased $34 million and $169 million in the third quarter and first nine months of fiscal 2022, respectively, as compared to the same periods of fiscal 2021. Excluding the items below, operating income increased due primarily to higher volume.

	For the				For the
	Quarters Ended				Nine Months Ended
	June 24,		June 25,		June 24,		June 25,
	2022		2021		2022		2021
	(in millions)
Acquisition and integration costs	$	1	$	—	$	2	$	—
Restructuring and other charges, net		6		3		16		16
Total	$	7	$	3	$	18	$	16

Liquidity and Capital Resources

Our ability to fund our future capital needs will be affected by our ongoing ability to generate cash from operations and may be affected by our access to capital markets, money markets, or other sources of funding, as well as the capacity and terms of our financing arrangements. We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the payment of €550 million of 1.10% senior notes due in March 2023. We may use excess cash to purchase a portion of our common shares pursuant to our authorized share repurchase program, to acquire strategic businesses or product lines, to pay dividends on our common shares, or to reduce our outstanding debt. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions. We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs.

Cash Flows from Operating Activities

In the first nine months of fiscal 2022, net cash provided by operating activities decreased $378 million to $1,524 million from $1,902 million in the first nine months of fiscal 2021. The decrease resulted primarily from the impact of increased working capital levels including changes in accrued and other current liabilities resulting from higher incentive compensation payments, partially offset by higher pre-tax income. The amount of income taxes paid, net of refunds, during the first nine months of fiscal 2022 and 2021 was $326 million and $291 million, respectively.

Cash Flows from Investing Activities

Capital expenditures were $556 million and $454 million in the first nine months of fiscal 2022 and 2021, respectively. We expect fiscal 2022 capital spending levels to be approximately 5% of net sales. We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities.

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. We acquired two businesses for a combined cash purchase price of $125 million, net of cash

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acquired, during the first nine months of fiscal 2021. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.

Cash Flows from Financing Activities and Capitalization

Total debt at June 24, 2022 and September 24, 2021 was $4,202 million and $4,092 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt.

During the first nine months of fiscal 2022, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued $600 million aggregate principal amount of 2.50% senior notes due in February 2032. The notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.

During the first nine months of fiscal 2022, TEGSA completed an early redemption of $500 million aggregate principal amount of 3.50% senior notes due in February 2022.

As of June 24, 2022, TEGSA had $237 million of commercial paper outstanding at a weighted-average interest rate of 1.92%. TEGSA had no commercial paper outstanding at September 24, 2021.

TEGSA has a five-year unsecured senior revolving credit facility (“Credit Facility”) with a maturity date of June 2026 and total commitments of $1.5 billion. TEGSA had no borrowings under the Credit Facility at June 24, 2022 or September 24, 2021.

The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of June 24, 2022, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future.

In addition to the Credit Facility, TEGSA is the borrower under our senior notes and commercial paper. TEGSA’s payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed on an unsecured basis by its parent, TE Connectivity Ltd.

Payments of common share dividends to shareholders were $506 million and $483 million in the first nine months of fiscal 2022 and 2021, respectively.

In March 2022, our shareholders approved a dividend payment to shareholders of $2.24 per share, payable in four equal quarterly installments of $0.56 per share beginning in the third quarter of fiscal 2022 and ending in the second quarter of fiscal 2023.

During the third quarter of fiscal 2022, our board of directors authorized an increase of $1.5 billion in our share repurchase program. We repurchased approximately eight million of our common shares for $1,072 million and approximately five million of our common shares for $591 million under the share repurchase program during the first nine months of fiscal 2022 and 2021, respectively. At June 24, 2022, we had $2.0 billion of availability remaining under our share repurchase authorization.

Summarized Guarantor Financial Information

As discussed above, our senior notes, commercial paper, and Credit Facility are issued by TEGSA and are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Ltd. In addition to being the issuer of our debt securities, TEGSA owns, directly or indirectly, all of our operating subsidiaries. The following tables present

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summarized financial information, excluding investments in and equity in earnings of our non-guarantor subsidiaries, for TE Connectivity Ltd. and TEGSA on a combined basis.

	June 24,		September 24,
	2022		2021
	(in millions)
Balance Sheet Data:
Total current assets	$	736	$	452
Total noncurrent assets(1)		4,265		1,829
Total current liabilities		1,567		1,144
Total noncurrent liabilities(2)		17,824		12,443

(1) Includes $4,167 million and $1,810 million as of June 24, 2022 and September 24, 2021, respectively, of intercompany loans receivable from non-guarantor subsidiaries.

(2) Includes $14,445 million and $8,832 million as of June 24, 2022 and September 24, 2021, respectively, of intercompany loans payable to non-guarantor subsidiaries.

	For the		For the
	Nine Months Ended		Fiscal Year Ended
	June 24,		September 24,
	2022		2021
	(in millions)
Statement of Operations Data:
Loss from continuing operations	$	(13)	$	(486)
Net loss		(13)		(479)

Guarantees

In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from fiscal 2022 through the completion of such transactions. The guarantees would be triggered in the event of nonperformance, and the potential exposure for nonperformance under the guarantees would not have a material effect on our results of operations, financial position, or cash flows.

In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows.

At June 24, 2022, we had outstanding letters of credit, letters of guarantee, and surety bonds of $134 million, excluding those related to our Subsea Communications (“SubCom”) business which are discussed below.

During fiscal 2019, we sold our SubCom business. In connection with the sale, we contractually agreed to continue to honor performance guarantees and letters of credit related to the SubCom business’ projects that existed as of the date of sale. These performance guarantees and letters of credit had a combined value of approximately $116 million as of June 24, 2022 and are expected to expire at various dates through fiscal 2027. We have contractual recourse against the SubCom business if we are required to perform on any SubCom guarantees; however, based on historical experience, we do not anticipate having to perform.

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Commitments and Contingencies

Legal Proceedings

In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

Trade Compliance Matters

We are investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”). We are cooperating with the BIS and DDTC on these matters, and both our internal assessment and the resulting investigations by the agencies remain ongoing. We are unable to predict the timing and final outcome of the agencies’ investigations. An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties. While we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigations into these matters have yet to be completed and the final outcome of such investigations and related fines and penalties may differ from amounts currently reserved.

Critical Accounting Policies and Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses.

Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, and pension plans are based on, among other things, judgments and assumptions made by management. For additional information regarding these policies and the underlying accounting assumptions and estimates used in these policies, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and the Consolidated Financial Statements and accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021. There were no significant changes to this information during the first nine months of fiscal 2022.

Non-GAAP Financial Measure

Organic Net Sales Growth (Decline)

We present organic net sales growth (decline) as we believe it is appropriate for investors to consider this adjusted financial measure in addition to results in accordance with GAAP. Organic net sales growth (decline) represents net sales growth (decline) (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic net sales growth (decline) is a useful measure of our performance because it excludes items that are not completely under management’s control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity.

Organic net sales growth (decline) provides useful information about our results and the trends of our business. Management uses this measure to monitor and evaluate performance. Also, management uses this measure together with GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our overall company. It is also a significant component in our incentive compensation plans. We believe that investors benefit from having access to the same financial measures that management uses in evaluating operations. The tables presented in

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“Results of Operations” and “Segment Results” provide reconciliations of organic net sales growth (decline) to net sales growth (decline) calculated in accordance with GAAP.

Organic net sales growth (decline) is a non-GAAP financial measure and should not be considered a replacement for results in accordance with GAAP. This non-GAAP financial measure may not be comparable to similarly-titled measures reported by other companies. The primary limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using organic net sales growth (decline) in combination with net sales growth (decline) to better understand the amounts, character, and impact of any increase or decrease in reported amounts.

Forward-Looking Information

Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” and “should,” or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law.

The following and other risks, which are described in greater detail in “Part I. Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021, and in this report, could cause our results to differ materially from those expressed in forward-looking statements:

● conditions in the global or regional economies and global capital markets, and cyclical industry conditions, including recession, inflation, and higher interest rates;

● conditions affecting demand for products in the industries we serve, particularly the automotive industry;

● risk of future goodwill impairment;

● competition and pricing pressure;

● market acceptance of our new product introductions and product innovations and product life cycles;

● raw material availability, quality, and cost;

● fluctuations in foreign currency exchange rates and impacts of offsetting hedges;

● financial condition and consolidation of customers and vendors;

● reliance on third-party suppliers;

● risks associated with current and future acquisitions and divestitures;

● global risks of business interruptions due to natural disasters or other disasters such as the COVID-19 pandemic, which have impacted and could continue to negatively impact our results of operations as well as

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customer behaviors, business, and manufacturing operations as well as our facilities and the facilities of our suppliers, and other aspects of our business;

● global risks of political, economic, and military instability, including continuing military conflict between Russia and Ukraine resulting from Russia’s invasion of Ukraine or escalating tensions in surrounding countries, and volatile and uncertain economic conditions in China;

● risks associated with security breaches and other disruptions to our information technology infrastructure;

● risks related to compliance with current and future environmental and other laws and regulations;

● risks associated with compliance with applicable antitrust or competition laws or applicable trade regulations;

● our ability to protect our intellectual property rights;

● risks of litigation;

● our ability to operate within the limitations imposed by our debt instruments;

● the possible effects on us of various non-U.S. and U.S. legislative proposals and other initiatives that, if adopted, could materially increase our worldwide corporate effective tax rate, increase global cash taxes, and negatively impact our U.S. government contracts business;

● various risks associated with being a Swiss corporation;

● the impact of fluctuations in the market price of our shares; and

● the impact of certain provisions of our articles of association on unsolicited takeover proposals.

There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in our exposures to market risk during the first nine months of fiscal 2022. For further discussion of our exposures to market risk, refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), as of June 24, 2022. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 24, 2022.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 24, 2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments in our legal proceedings since we filed our Annual Report on Form 10-K for the fiscal year ended September 24, 2021, except as set forth in “Part II. Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarterly period ended December 24, 2021. Refer to “Part I. Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021 and “Part II. Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarterly period ended December 24, 2021 for additional information regarding legal proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021 except as described below. The risk factors described in our Annual Report on Form 10-K, in addition to other information set forth below and in this report, could materially affect our business operations, financial condition, or liquidity. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial may also impair our business operations, financial condition, and liquidity.

We have suffered and could continue to suffer significant business interruptions, including impacts resulting from the COVID-19 pandemic and other macroeconomic factors.

Our operations and those of our suppliers and customers, and the supply chains that support their operations, may be vulnerable to interruption by natural disasters such as earthquakes, tsunamis, typhoons, tornados, or floods; other disasters such as fires, explosions, acts of terrorism, or war, including continuing military conflict between Russia and Ukraine resulting from Russia’s invasion of Ukraine or escalating tensions in surrounding countries; disease or other adverse health developments, including impacts resulting from the COVID-19 pandemic; or failures of management information or other systems due to internal or external causes. In addition, such interruptions could result in a widespread crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our end customers’ products. If a business interruption occurs and we are unsuccessful in our continuing efforts to minimize the impact of these events, our business, results of operations, financial position, and cash flows could be materially adversely affected. The COVID-19 pandemic impacted and continues to impact countries, communities, workforces, supply chains, and markets around the world, and as a result, we have experienced disruptions and restrictions on our employees’ ability to travel, as well as temporary closures of our facilities and the facilities of our customers, suppliers, and other vendors in our supply chain. As a result of the ongoing impacts of the COVID-19 pandemic, some of our employees are continuing to work from home on a full-time or part-time basis, which may increase our vulnerability to cyber and other information technology risks. The COVID-19 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. While certain of our operations in China were shut down 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. The extent to which the COVID-19 pandemic will further impact our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the further spread of the virus to additional persons and geographic regions; the severity of the virus; variant strains of the virus; the duration of the pandemic; resumption of high levels of infections and hospitalizations; the success of public health advancements, including vaccine production and distribution; the resulting impact on our suppliers’ and customers’ supply chains and financial positions, including their ability to pay us; the actions that may be taken by various governmental authorities in response to the outbreak in jurisdictions in which we operate; and the possible impact on the global economy and local economies in which we operate. Further, to the extent the COVID-19 pandemic adversely affects our business, results of operations, or financial condition, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section and in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021.

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We are subject to global risks of political, economic, and military instability.

Our workforce; manufacturing, research, administrative, and sales facilities; markets; customers; and suppliers are located throughout the world. As a result, we are exposed to risks that could negatively affect sales or profitability, including:

● changes in global trade policies, including sanctions, tariffs, trade barriers, and trade disputes;

● regulations related to customs and import/export matters;

● variations in lengths of payment cycles and challenges in collecting accounts receivable;

● tax law and regulatory changes in Switzerland, the U.S., and the European Union (“EU”) among other jurisdictions, including tax law and regulatory changes that may be effected as a result of tax policy recommendations from quasi-governmental organizations such as the Organisation for Economic Co-operation and Development (“OECD”), examinations by taxing authorities, variations in tax laws from country to country, changes to the terms of income tax treaties, and difficulties in the tax-efficient repatriation of cash generated or held in a number of jurisdictions;

● employment regulations and local labor conditions, including increases in employment costs, particularly in low-cost regions in which we currently operate;

● difficulties protecting intellectual property;

● instability in economic or political conditions, including sovereign debt levels, Eurozone uncertainty, inflation, recession, and actual or anticipated military or political conflicts, including continuing military conflict between Russia and Ukraine resulting from Russia’s invasion of Ukraine or escalating tensions in surrounding countries;

● the impact of the United Kingdom’s withdrawal from the EU (commonly referred to as “Brexit”) could cause disruptions to, and create uncertainty surrounding, our business, including affecting our relationships with existing and potential customers and suppliers; and

● the impact of each of the foregoing on our outsourcing and procurement arrangements.

We have sizeable operations in China. As of fiscal year end 2021, we had 16 principal manufacturing sites in China. In addition, approximately 22% of our net sales were made to customers in China in both fiscal 2021 and the first nine months of fiscal 2022. Economic conditions in China have been, and may continue to be, volatile and uncertain. In addition, the legal and regulatory system in China continues to evolve and is subject to change. Accordingly, our operations and transactions with customers in China could be adversely affected by changes to market conditions, changes to the regulatory environment, or interpretation of Chinese law.

In addition, any downgrade by rating agencies of long-term U.S. sovereign debt or downgrades or defaults of sovereign debt of other nations may negatively affect global financial markets and economic conditions, which could negatively affect our business, financial condition, and liquidity.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table presents information about our purchases of our common shares during the quarter ended June 24, 2022:

					Maximum
				Total Number of	Approximate
				Shares Purchased	Dollar Value
				as Part of	of Shares that May
	Total Number	Average Price		Publicly Announced	Yet Be Purchased
	of Shares	Paid Per		Plans or	Under the Plans
Period	Purchased(1)	Share(1)		Programs(2)	or Programs(2)
March 26–April 22, 2022	703,324	$	127.15	703,300	$	749,753,574
April 23–May 27, 2022	1,038,179		123.93	1,030,000		622,114,801
May 28–June 24, 2022	841,100		122.87	841,100		2,018,771,036
Total	2,582,603		124.46	2,574,400

(1) These columns include the following transactions which occurred during the quarter ended June 24, 2022:

(i) the acquisition of 8,203 common shares from individuals in order to satisfy tax withholding requirements in connection with the vesting of restricted share awards issued under equity compensation plans; and

(ii) open market purchases totaling 2,574,400 common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007.

(2) During the quarter ended June 24, 2022, our board of directors authorized an increase of $1.5 billion in our share repurchase program. Our share repurchase program authorizes us to purchase a portion of our outstanding common shares from time to time through open market or private transactions, depending on business and market conditions. The share repurchase program does not have an expiration date.

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ITEM 6. EXHIBITS

Exhibit Number		Exhibit
3.1		Articles of Association of TE Connectivity Ltd., as amended and restated (incorporated by reference to Exhibit 3.1 to TE Connectivity’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2022)
22.1	*	Guaranteed Securities
31.1	*	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	**	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document(1)(2)
101.SCH		Inline XBRL Taxonomy Extension Schema Document(2)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document(2)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document(2)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document(2)
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document(2)
104		Cover Page Interactive Data File(3)

*Filed herewith

** Furnished herewith

(1)Submitted electronically with this report in accordance with the provisions of Regulation S-T

(2) The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

(3) Formatted in Inline XBRL and contained in exhibit 101

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TE CONNECTIVITY LTD.
By:	/s/ Heath A. Mitts Heath A. Mitts Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: July 29, 2022

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