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 first quarter of fiscal 2021 included the following:

Our net sales increased 11.2% in the first quarter of fiscal 2021 as compared

to the first quarter of fiscal 2020 due primarily to sales growth in the

? Transportation Solutions segment. On an organic basis, our net sales increased

6.2% during the first quarter of fiscal 2021 as compared to the same period of

fiscal 2020.

? Our net sales by segment were as follows:

Transportation Solutions-Our net sales increased 19.1% in the first quarter of

? fiscal 2021 due to sales increases in the automotive end market and, to a


   lesser degree, the commercial transportation and sensors end markets.

Industrial Solutions-Our net sales decreased 5.8% in the first quarter of

? fiscal 2021 primarily as a result of sales declines in the aerospace, defense,

oil, and gas and the medical end markets, partially offset by sales increases

in the industrial equipment end market.

Communications Solutions-Our net sales increased 13.9% in the first quarter of

? fiscal 2021 due to sales increases in both the appliances and the data and

devices end markets.

? Net cash provided by continuing operating activities was $640 million in the

first quarter of fiscal 2021.

COVID-19 Pandemic and Economic Conditions


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 negatively affected our sales and operating results during
fiscal 2020 and the first quarter of fiscal 2021, and we expect that it will
continue to have an impact on some of our businesses in the near term and may
have a material impact on our financial condition, liquidity, and results of
operations in future periods.

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The COVID-19 pandemic is currently impacting, and we expect that it will
continue to impact, our business operations globally, causing further 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. While a number of our businesses are
operating as essential businesses, some have had and continue to have adjusted,
reduced, or suspended operating activities at certain locations. In addition,
the pandemic has had and may continue to have 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, and the scope
and nature of these impacts continue to evolve. We will continue to assess the
evolving impact of the COVID-19 pandemic and intend to adjust our operations
accordingly. Throughout our operations, we have 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 extent to which the pandemic
will continue to impact our business and the markets we serve will depend on the
success of, among other things, future developments and public health
advancements, including the recent commencement of vaccine production and
distribution.

We expect that the COVID-19 pandemic will continue to impact several of the
markets we serve, in particular the commercial aerospace and medical markets in
our Industrial Solutions segment; however, we expect these markets to improve
later in fiscal 2021. See "Outlook" below for additional information.

In response to the 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, capital expenditures, 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 second quarter of fiscal 2021, we expect our net sales to be
approximately $3.5 billion as compared to $3.2 billion in the second quarter of
fiscal 2020. This increase reflects sales growth in the Transportation Solutions
segment and, to a lesser degree, the Communications Solutions segment, partially
offset by sales declines in the Industrial Solutions segment relative to the
second quarter of fiscal 2020.

We expect diluted earnings per share from continuing operations to be
approximately $1.38 per share in the second quarter of fiscal 2021. This outlook
reflects the positive impact of foreign currency exchange rates on net sales and
earnings per share of approximately $167 million and $0.09 per share,
respectively, in the second quarter of fiscal 2021 as compared to the second
quarter of fiscal 2020.

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



We are monitoring the current macroeconomic environment and its potential
effects on our customers and the end markets we serve, including developments
related to the COVID-19 pandemic. 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 quarter of fiscal 2021, we acquired one business for a cash
purchase price of $106 million, net of cash acquired. The acquisition was
reported as part of our Industrial Solutions segment from the date of
acquisition. See Note 3 to the Condensed Consolidated Financial Statements for
additional information regarding acquisitions.

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                             Results of Operations

Net Sales

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


                                           For the
                                       Quarters Ended
                             December 25,          December 27,
                                 2020                  2019

                                        ($ in millions)
Transportation Solutions    $   2,224    63 %     $   1,868    59 %
Industrial Solutions              873    25             927    29
Communications Solutions          425    12             373    12
Total                       $   3,522   100 %     $   3,168   100 %

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




                                                             Change in Net 

Sales for the Quarter Ended December 25, 2020


                                                              versus Net 

Sales for the Quarter Ended December 27, 2019


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

                                                                                   ($ in millions)
Transportation Solutions                       $      356         19.1 %    $      233         12.3 %    $          76   $          47
Industrial Solutions                                 (54)        (5.8)            (78)        (8.4)                 21               3
Communications Solutions                               52         13.9              43         11.5                  9               -
Total                                          $      354         11.2 %    $      198          6.2 %    $         106   $          50


Net sales increased $354 million, or 11.2%, in the first quarter of fiscal 2021
as compared to the first quarter of fiscal 2020. The increase in net sales
resulted from organic net sales growth of 6.2%, the positive impact of foreign
currency translation of 3.4% due to the strengthening of certain foreign
currencies, and sales contributions from acquisitions of 1.6%. In the first
quarter of fiscal 2021, our net sales declines in the Industrial Solutions
segment reflected significant unfavorable impacts from the COVID-19 pandemic.
Price erosion adversely affected organic net sales by $26 million in the first
quarter of fiscal 2021.

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

Net Sales by Geographic Region. Our business operates in three geographic
regions-Asia-Pacific, Europe/Middle East/Africa ("EMEA"), 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 quarter of fiscal 2021.



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




                               For the
                           Quarters Ended
                 December 25,          December 27,
                     2020                  2019

                            ($ in millions)
Asia-Pacific    $   1,293    37 %     $   1,113    35 %
EMEA                1,316    37           1,097    35
Americas              913    26             958    30
Total           $   3,522   100 %     $   3,168   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 December 25, 2020
                                versus Net Sales for the Quarter Ended December 27, 2019
                       Net Sales                Organic Net Sales
                   Growth (Decline)             Growth (Decline)           Translation     Acquisitions

                                                    ($ in millions)
Asia-Pacific    $      180         16.2 %    $      128         11.5 %    $          52    $           -
EMEA                   219         20.0             101          9.0                 73               45
Americas              (45)        (4.7)            (31)        (3.2)               (19)                5
Total           $      354         11.2 %    $      198          6.2 %    $         106    $          50

Cost of Sales and Gross Margin

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




                                             For the
                                         Quarters Ended
                                December 25,        December 27,
                                    2020                2019             Change

                                                ($ in millions)
Cost of sales                   $       2,376       $       2,138       $    238
As a percentage of net sales             67.5 %              67.5 %

Gross margin                    $       1,146       $       1,030       $    116
As a percentage of net sales             32.5 %              32.5 %

Gross margin increased $116 million in the first quarter of fiscal 2021 as compared to the same period of fiscal 2020 primarily as a result of higher volume and, to a lesser degree, positive foreign currency translation and lower material costs.

We use a wide variety of raw materials in the manufacture of our products. Cost of sales and gross margin are subject to variability in raw material prices which continue to fluctuate for many of the raw materials we use, including copper, gold, silver, and palladium. We expect to purchase approximately 180 million pounds of copper, 115,000 troy ounces



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of gold, 2.5 million troy ounces of silver, and 15,000 troy ounces of palladium
in fiscal 2021. The following table presents the average prices incurred related
to copper, gold, silver, and palladium:


                                    For the
                                 Quarters Ended
                         December 25,     December 27,
             Measure         2020             2019
Copper            Lb.    $        2.88    $        2.84
Gold         Troy oz.            1,599            1,354
Silver       Troy oz.            19.70            16.26
Palladium    Troy oz.            2,137            1,793


Operating Expenses

The following table presents operating expense information:




                                                               For the
                                                           Quarters Ended
                                                  December 25,         December 27,
                                                      2020                 2019             Change

                                                                  ($ in millions)

Selling, general, and administrative expenses $ 361 $

      367       $    (6)
As a percentage of net sales                               10.2 %          

11.6 %


Restructuring and other charges, net             $          167       $    

24 $ 143




Selling, General, and Administrative Expenses. Selling, general, and
administrative expenses decreased slightly in the first quarter of fiscal 2021
from the first quarter of fiscal 2020 due primarily to cost control measures and
savings attributable to restructuring actions, partially offset by higher
incentive compensation costs.

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 2021 and 2020, we initiated restructuring programs associated with
footprint consolidation and structural improvements, due in part to the COVID-19
pandemic, across all segments. We incurred net restructuring charges of
$149 million during the first quarter of fiscal 2021, of which $142 million
related to the fiscal 2021 restructuring program. Annualized cost savings
related to the fiscal 2021 actions commenced during the first quarter of fiscal
2021 are expected to be approximately $60 million and are expected to be
realized by the end of fiscal 2023. Cost savings will be reflected primarily in
cost of sales and selling, general, and administrative expenses. For fiscal
2021, we expect total restructuring charges to be approximately $200 million and
total spending, which will be funded with cash from operations, to be
approximately $250 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
                              Quarters Ended
                     December 25,         December 27,
                         2020                 2019            Change

                                     ($ in millions)
Operating income    $          448       $          471       $  (23)
Operating margin              12.7 %               14.9 %


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Operating income included the following:




                                                                            For the
                                                                        Quarters Ended
                                                                December 25,       December 27,
                                                                    2020               2019

                                                                         (in millions)
Acquisition-related charges:
Acquisition and integration costs                              $            8      $           7
Charges associated with the amortization of
acquisition-related fair value adjustments                                  1                  -
                                                                            9                  7
Restructuring and other charges, net                                      167                 24
Total                                                          $          176      $          31

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

Non-Operating Items

The following table presents select non-operating information:




                                    For the
                                Quarters Ended
                       December 25,         December 27,
                           2020                 2019            Change

                                       ($ in millions)
Income tax expense    $           60       $          447       $ (387)
Effective tax rate              13.8 %               95.1 %


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 first quarters of fiscal 2021 and 2020, including the Switzerland Federal
Act on Tax Reform and AHV Financing in fiscal 2020.

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