TE Connectivity (TEL) 10-K risk factor changes: FY2019 vs FY2018

Risks Relating to the Macroeconomic Environment and Our Global [removed: Presence][added: Presence]

[removed: _Conditions] [added: Conditions] in global or regional economies, capital and money markets, and banking systems, and cyclical industry demand may adversely affect our results of operations, financial position, and cash [removed: flows._][added: flows.]

[removed: _Foreign] [added: Foreign] currency exchange rates may adversely affect our [removed: results._][added: results.]

Approximately 60% of our net sales for fiscal [removed: 2018] [added: 2019] were invoiced in currencies other than the U.S. dollar, and we expect non-U.S. dollar revenue to continue to represent a significant portion of our future net sales.

[removed: _We] [added: We] could suffer significant business [removed: interruptions._][added: interruptions.]

[removed: _We] [added: We] could be adversely affected by a decline in the market value of our pension [removed: plans'] [added: plans’] investment portfolios or a reduction in returns on plan [removed: assets._][added: assets.]

[removed: _Disruption] [added: Disruption] in credit markets and volatility in equity markets may affect our ability to access sufficient [removed: funding._][added: funding.]

[removed: _We] [added: We] are subject to global risks of political, economic, and military [removed: instability._][added: instability.]

[added: | | · |] changes in global trade policies, including sanctions, tariffs, trade barriers, and trade disputes; [added: |]

[added: | | · |] regulations related to customs and import/export matters; [added: |]

[added: | | · |] variations in lengths of payment cycles and challenges in collecting accounts receivable; [added: |]

[added: | | · |] tax law and regulatory changes in [added: Switzerland,] the [removed: U.S.] [added: U.S.,] and [added: the] 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 [removed: ("OECD"),] [added: (“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; [added: |]

[added: | | · |] employment regulations and local labor conditions, including increases in employment costs, particularly in low-cost regions in which we currently operate; [added: |]

[added: | | · |] difficulties protecting intellectual property; [added: |]

[added: | | · |] instability in economic or political conditions, including sovereign debt levels, Eurozone uncertainty, inflation, recession, actual or anticipated military or political [removed: conflicts, and any impact as a result of the expected exit of the United Kingdom from the EU; and][added: conflicts; |]

[added: | | · |] the impact of each of the foregoing on our outsourcing and procurement arrangements. [added: |]

We have sizeable operations in China, including [removed: 16] [added: 18 principal] manufacturing sites.

In addition, approximately [removed: 20%] [added: 18%] of our net sales in fiscal [removed: 2018] [added: 2019] were made to customers in China.

[added: 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.

[removed: _Changes] [added: Changes] in U.S. federal tax laws could result in adverse consequences to U.S. persons treated as owning 10% or more of our [removed: shares._][added: shares.]

Risks Relating to the Industry in Which We [removed: Operate][added: Operate]

[removed: _We] [added: We] are dependent on the automotive and other [removed: industries._][added: industries.]

Approximately [removed: 44%] [added: 42%] of our net sales for fiscal [removed: 2018] [added: 2019] were to customers in the automotive industry.

As a supplier of automotive electronics products, our sales of these products and our profitability have been and could continue to be negatively affected by significant declines in global or regional economic [removed: and] [added: or] credit conditions and changes in the operations, products, business models, part-sourcing requirements, financial condition, and market share of automotive manufacturers, as well as potential consolidations among automotive manufacturers.

During fiscal [removed: 2018,] [added: 2019,] approximately 14% of our net sales were to customers in the industrial equipment end market, [removed: 9%] [added: 10%] of our net sales were to customers in the [removed: commercial transportation] [added: aerospace, defense, oil, and gas end] market, and [removed: 8%] [added: 9%] of our net sales were to customers in the [removed: aerospace, defense, oil, and gas end] [added: commercial transportation] market.

[removed: _We] [added: We] encounter competition in substantially all areas of the electronic components [removed: industry._][added: industry.]

We operate in highly competitive markets for electronic [removed: components,] [added: components] and expect that both direct and indirect competition will increase in the future.

Our overall competitive position depends on [removed: a number of] [added: various] factors including the price, quality, and performance of our products; the level of customer service; the development of new technology; our ability to participate in emerging markets; and [removed: customers'] [added: customers’] expectations relating to socially responsible operations.

A number of these competitors compete with us primarily on price, and in some instances may [removed: enjoy] [added: have the benefit of] lower production costs for certain products.

[removed: _We] [added: We] are dependent on market acceptance of our new product introductions and product innovations for future [removed: revenue._][added: revenue.]

[removed: _Like] [added: Like] other suppliers to the electronics industry, we are subject to continuing pressure to lower our [removed: prices._][added: prices.]

[removed: _We may] [added: We may] be negatively affected as our customers and vendors continue to [removed: consolidate._][added: consolidate.]

[removed: _The] [added: The] life cycles of certain of our products can be very [removed: short._][added: short.]

If we were to incur significant engineering expenses and investments in inventory and equipment that we were not [added: able to recover, and we were not able to compensate for those expenses, our results of operations, financial position, and cash flows could be materially and adversely affected.]

Risks Relating to Our [removed: Operations][added: Operations]

[removed: _Our] [added: Our] results are sensitive to raw material availability, quality, and [removed: cost._][added: cost.]

In addition, the [removed: price] [added: prices] of many of these raw [removed: materials, including gold and copper, continues] [added: materials continue] to fluctuate.

These requirements could affect the sourcing, pricing, and availability of 3TG used in the manufacture of certain of our [removed: products.][added: products, and may result in only a limited pool of suppliers who can demonstrate that they do not source any 3TG from the Covered Countries.]

[removed: As a result, there may only be a limited pool of suppliers who can demonstrate that they do not source any 3TG from the Covered Countries, and] [added: Accordingly,] we cannot provide assurance that we will be able to obtain non-conflict 3TG in sufficient quantities or at competitive prices.

[removed: Further, since our supply chain is complex, we may face] reputational challenges with our customers and other stakeholders if we are unable to sufficiently verify the origins and chain of custody for all conflict minerals used in our products through our due diligence procedures.

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| | · | the impact of the decision of the United Kingdom to exit 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. The effects of Brexit, including long-lasting effects of Brexit on EU market access, will depend on more permanent agreements between the United Kingdom and the EU to be negotiated during the transition period; and |

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Further, since our supply chain is complex, we may face

Acceleration

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We anticipate that we will continue to pursue acquisition opportunities as part of our growth strategy.

or criminal acts committed by our employees or agents.

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These laws could make the manufacture or sale of

We may repurchase our registered shares

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​

​

Accordingly, our operations and transactions with

able to recover, and we were not able to compensate for those expenses, our results of operations, financial position, and cash flows could be materially and adversely affected.

Violations

These laws include but are not limited to the EU

Our ability to pay dividends or distributions to our shareholders free

corporate tax reform in Switzerland, which is proposed in response to OECD and EU concerns,

[removed: Overview][added: Overview]

We are a global [added: industrial] technology [removed: and manufacturing] leader creating a safer, sustainable, productive, and connected future.

[removed: For more than 75 years, our] [added: Our broad range of] connectivity and sensor solutions, proven in the harshest environments, [removed: have enabled] [added: enable] advancements in transportation, industrial applications, medical technology, energy, data communications, and the home.

Fiscal [removed: 2018 highlights] [added: 2019] included the following:

[added: | | ● |] Our net sales by segment were as follows: [added: |]

[added: | | ● |] _Industrial Solutions_—Our net sales increased [removed: 10.0% due to] [added: 2.5% primarily as a result of] increased sales in the [removed: industrial equipment end market and, to a lesser degree, the] aerospace, defense, oil, and gas [removed: and the energy] end [removed: markets.][added: market. |]

[added: | | ● |] _Communications Solutions_—Our net sales [removed: increased 12.4%] [added: decreased 9.2%] due to sales [removed: increases] [added: declines] in [added: both] the appliances and the data and devices end markets. [added: |]

[added: | | ● |] During fiscal [removed: 2018,] [added: 2019,] our shareholders approved a dividend payment to shareholders of [removed: $1.76] [added: $1.84] per share, payable in four equal quarterly installments of [removed: $0.44] [added: $0.46] beginning in the third quarter of fiscal [removed: 2018] [added: 2019] and ending in the second quarter of fiscal [removed: 2019.][added: 2020. |]

[added: | | ● |] Net cash provided by continuing operating activities was [removed: $2,301] [added: $2,454] million in fiscal [removed: 2018.][added: 2019. |]

[removed: Outlook][added: Outlook]

In the first quarter of fiscal [removed: 2019,] [added: 2020,] we expect our net sales to be between [removed: $3.33] [added: $3.0] billion and [removed: $3.43] [added: $3.2] billion as compared to [removed: $3.34] [added: $3.35] billion in the first quarter of fiscal [removed: 2018, with sales increases in the Industrial Solutions and Communications Solutions segments.][added: 2019.]

Additional information regarding expectations for our reportable segments for the first quarter of fiscal [removed: 2019] [added: 2020] as compared to the same period of fiscal [removed: 2018] [added: 2019 and for fiscal 2020 compared to fiscal 2019] is as follows:

[added: | | ● |] _Transportation [removed: Solutions_—We expect our] [added: Solutions_—Our] net sales [removed: increase in the sensors end market] [added: decreased 5.7% due primarily] to [removed: be offset by] sales declines in the automotive end market. [added: |]

Our [added: organic] net sales [removed: in the automotive] [added: by industry] end market [removed: are][added: were as follows:]

[added: | | ● |] _Industrial Solutions_—We expect our net sales [removed: growth] [added: declines in the industrial equipment end market] to be [removed: driven primarily] [added: largely offset] by [removed: increased] sales [added: increases] in the aerospace, defense, oil, and gas and the [added: energy end markets. In the] industrial equipment end [removed: markets.][added: market, market weakness in industrial applications is expected to be partially offset by continued growth in medical applications. |]

[removed: In the first quarter of fiscal 2019, we] [added: We] expect diluted earnings per share from continuing operations to be in the range of [removed: $1.09] [added: $0.93] to [removed: $1.13] [added: $0.99] per [removed: share.][added: share in the first quarter of fiscal 2020.]

[removed: This] [added: The] outlook [added: for the first quarter of fiscal 2020 as compared to the same period of fiscal 2019] reflects the negative impact of foreign currency exchange rates on net sales and earnings per share of approximately [removed: $75] [added: $62] million and [removed: $0.04] [added: $0.03] per share, [removed: respectively, in the first quarter of fiscal 2019 as compared to the same period of fiscal 2018.][added: respectively.]

[added: | | ● |] _Transportation Solutions_—We expect our net sales [removed: increases] [added: to decrease] in the [removed: sensors] [added: automotive] end market [added: as a result of declines in global automotive production. However, we expect our content gains] to [removed: be largely] [added: partially] offset [removed: by] [added: the impact of the overall market decline. We expect our net] sales [removed: declines] [added: to decrease] in the commercial transportation end [removed: market.][added: market as a result of market weakness. |]

[removed: We] [added: In fiscal 2020, we] expect diluted earnings per share from continuing operations to be in the range of [removed: $5.20] [added: $4.21] to [removed: $5.40] [added: $4.61] per [removed: share in fiscal 2019.][added: share.]

[removed: This] [added: The] outlook [added: for fiscal 2020 as compared to fiscal 2019] reflects the negative impact of foreign currency exchange rates on net sales and earnings per share of approximately [removed: $400] [added: $229] million and [removed: $0.16] [added: $0.11] per share, [removed: respectively, in fiscal 2019 as compared to fiscal 2018.][added: respectively.]

[removed: Acquisitions][added: Acquisitions]

[removed: During fiscal 2018, we] [added: We] acquired two businesses [added: during fiscal 2018] for a combined cash purchase price of $153 million, net of cash acquired.

We acquired two businesses during fiscal [removed: 2017] [added: 2018] for a combined cash purchase price of [removed: $250] [added: $153] million, net of cash acquired.

The acquisitions were reported as part of our Transportation Solutions [removed: and Industrial Solutions segments] [added: segment] from the date of acquisition.

[removed: In] [added: During] fiscal [removed: 2016,] [added: 2019,] we acquired [removed: four businesses, including the Creganna Medical group ("Creganna"),] [added: three businesses] for a combined cash purchase price of [removed: $1.3 billion,] [added: $296 million,] net of cash acquired.

Discontinued [removed: Operations][added: Operations]

The SubCom business met the held for sale and discontinued operations criteria and has been reported as such in all periods presented on [removed: the] [added: our] Consolidated Financial Statements.

See [removed: Notes] [added: Note] 4 [removed: and 23] to the Consolidated Financial Statements for additional information regarding discontinued operations.

Results of [removed: Operations][added: Operations]

Net [removed: Sales][added: Sales]

| [added: ​] | [added: ​] | Fiscal | | | | | | | | | [removed: | | | | | | |] [added: ​] | [added: ​] |

| [added: ​] | | ($ in millions) | | | | | | | | | [removed: | | | | | | |] [added: ​] | [added: ​] |

| Transportation Solutions | [removed: | $ | 8,290 | | | 59 | %] [added: ​] | $ | [removed: 7,039 |] [added: 7,821] | | 58 | % | $ | [removed: 6,503 |] [added: 8,290] | | [removed: 58] [added: 59] | % | [added: ​ |]

| Industrial Solutions | [removed: | | 3,856 | | | 28 | | | 3,507] [added: ​] | | [added: 3,954] | [removed: 29] | [added: 30] | [added: ​] | [removed: 3,215] | [added: 3,856] | | 28 | [added: ​] | [added: ​ |]

| Communications Solutions | [removed: | | 1,842] [added: ​] | | [added: 1,673] | [removed: 13] | [added: 12] | [added: ​] | [removed: 1,639] | [added: 1,842] | | 13 | [removed: | | 1,634 | | | 14] [added: ​] | [added: ​] |

| Total | [added: ​] | $ | [removed: 13,988 |] [added: 13,448] | | 100 | % | $ | [removed: 12,185 |] [added: 13,988] | | 100 | % | [removed: $ | 11,352 | | | 100 | %] [added: ​] |

The following table provides an analysis of the change in our net sales [removed: compared to the prior fiscal year] by segment:

| [added: ​] | [added: ​] | Fiscal | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | |] [added: ​] | [added: ​] |

| [added: ​] | [added: ​] | Change in Net Sales [removed: versus Prior] [added: for] Fiscal [removed: Year | | | | | | | | | | | | | | | | | | Change in Net Sales] [added: 2019] versus [removed: Prior] Fiscal [removed: Year | |] [added: 2018] | | | | | | | | | | | | | | | [added: ​] |

| [removed: |] [added: ​] | [removed: Net Sales Growth] | [added: Growth] | | | | [added: ​] | [removed: Organic Net Sales] [added: Sales] Growth | | | | [removed: |] [added: ​] | Translation | | [added: ​] | Acquisitions | | | [removed: Net Sales Growth | | | | | | Organic Net Sales Growth | | | | | | Translation | | | Acquisitions (Divestiture) | | |]

Discussion of our financial condition and results of operations for fiscal 2019 compared to fiscal 2018 is presented below.

Discussion of our financial condition and results of operations for fiscal 2018 compared to fiscal 2017 can be found in “Part II.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 28, 2018.

| | ● | Our fiscal 2019 net sales decreased 3.9% from fiscal 2018 levels due to sales declines in the Communications Solutions and Transportation Solutions segments, partially offset by growth in the Industrial Solutions segment. On an organic basis, our net sales decreased 1.7% in fiscal 2019 as compared to fiscal 2018. |

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​

We expect our net sales to be between $12.7 billion and $13.3 billion in fiscal 2020 as compared to $13.4 billion in fiscal 2019.

These decreases are primarily due to sales declines in the Communications Solutions and Transportation Solutions segments.

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| | ● | _Communications Solutions_—We expect our net sales to decline in both the data and devices and the appliances end markets due to market weakness across all regions and reduced demand resulting from high inventory levels at distributors. |

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Swiss Parliament approved the Federal Act on Tax Reform and AHV Financing (“Swiss Tax Reform”) in September 2018, and it was approved by public vote in May 2019.

Certain measures became effective in fiscal 2019 and accordingly are reflected on our Consolidated Financial Statements.

In October 2019, the canton of Schaffhausen enacted Swiss Tax Reform into law.

We are currently assessing the impacts of the cantonal implementation, including reductions in tax rates.

We expect to recognize approximately $350 million of income tax expense related to the write-down of certain deferred tax assets to the lower tax rates in the first quarter of fiscal 2020, the period of enactment.

This income tax charge is not reflected in the above outlook; however, our outlook does reflect an expected increase of approximately 400 basis points in our effective tax rate in fiscal 2020 as a result of other provisions of Swiss Tax Reform.

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In fiscal 2019, we received $13 million as a result of a customary net working capital settlement for one of the acquisitions.

Pending Acquisition

During fiscal 2019, we entered into a business combination agreement and commenced a voluntary public tender offer for all outstanding shares of First Sensor AG (“First Sensor”), a provider of sensing solutions based in Germany.

The offer was accepted for approximately 72% of First Sensor’s shares.

The transaction, including the assumption of First Sensor’s outstanding net debt and minority interest, is valued at approximately €307 million.

Completion of the offer will be subject to customary closing conditions, including regulatory approvals.

We expect to complete the transaction in fiscal 2020.

In fiscal 2019, we sold our Subsea Communications (“SubCom”) business for net cash proceeds of $297 million and incurred a pre-tax loss on sale of $86 million.

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| Transportation Solutions | ​ | $ | (469) | | (5.7) | % | $ | (232) | | (2.8) | % | $ | (274) | ​ | $ | 37 | ​ |

| Industrial Solutions | ​ | | 98 | | 2.5 | ​ | | 120 | | 3.1 | ​ | | (95) | ​ | | 73 | ​ |

Our fiscal 2018 net sales increased 14.8% over fiscal 2017 levels due to growth in all segments.

On an organic basis, our net sales increased 9.2% in fiscal 2018 as compared to fiscal 2017.

_Transportation Solutions_—Our net sales increased 17.8% as a result of increased sales in all end markets.

Also, our net sales in the automotive end market benefited from sales contributions from a recent acquisition.

expected to benefit from content gains; however, this growth will be more than offset by the negative impact of foreign currency exchange rates.

We expect global automotive production to decline approximately 2% in the first quarter of fiscal 2019.

_Communications Solutions_—We expect net sales growth primarily as a result of increased sales in the data and devices end market.

We expect our net sales to be between $13.9 billion and $14.3 billion in fiscal 2019 as compared to $14.0 billion in fiscal 2018, with moderate growth in all segments.

Additional information regarding expectations for our reportable segments for fiscal 2019 as compared to fiscal 2018 is as follows:

Fiscal 2019 global automotive production is expected to be consistent with fiscal 2018 levels.

_Industrial Solutions_—We expect our net sales to increase in the industrial equipment end market due primarily to continued growth in medical applications and a recent acquisition.

_Communications Solutions_—We expect net sales growth due primarily to sales increases in the data and devices end market.

The acquisitions were reported as part of our Industrial Solutions and Transportation Solutions segments from the date of acquisition.

On September 16, 2018, we entered into a definitive agreement to sell our Subsea Communications ("SubCom") business for $325 million, subject to a final working capital adjustment.

Divestiture

During fiscal 2016, we sold our Circuit Protection Devices ("CPD") business for net cash proceeds of $333 million.

We recognized a pre-tax gain of $144 million on the transaction.

The CPD business was reported as part of the Data and Devices business within our Communications Solutions segment.

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| | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | |

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| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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| | | 2018 | | | | | | | | | | | | | | | | | | 2017 | | | | | | | | | | | | | | | | | |

| Transportation Solutions | | $ | 1,251 | | | 17.8 | % | $ | 739 | | | 10.5 | % | $ | 295 | | $ | 217 | | $ | 536 | | | 8.2 | % | $ | 553 | | | 8.5 | % | $ | (47 | ) | $ | 30 | |

| Industrial Solutions | | | 349 | | | 10.0 | | | 207 | | | 5.9 | | | 110 | | | 32 | | | 292 | | | 9.1 | | | 50 | | | 1.6 | | | (20 | ) | | 262 | |

| Communications Solutions | | | 203 | | | 12.4 | | | 172 | | | 10.5 | | | 31 | | | — | | | 5 | | | 0.3 | | | 91 | | | 5.7 | | | (16 | ) | | (70 | ) |

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Foreign Currency [removed: Exposures][added: Exposures]

A 10% appreciation or depreciation of the underlying currency in our cross-currency swap contracts or foreign currency forward contracts from the fiscal year end [removed: 2017] [added: 2019] market rates would have changed the unrealized value of our contracts by [removed: $122] [added: $282] million.

Interest Rate and Investment [removed: Exposures][added: Exposures]

To manage the interest rate exposure, we use interest rate swap contracts to convert a portion of [removed: fixed-rate] [added: fixed rate] debt into [removed: variable-rate] [added: variable rate] debt.

We may use forward starting interest rate swap contracts to manage interest rate exposure in periods prior to the anticipated issuance of [removed: fixed-rate] [added: fixed rate] debt.

Based on our floating rate debt balances at fiscal year end [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] a [removed: 50 basis point] [added: 50-basis-point] increase in the levels of the U.S. dollar interest rates, with all other variables held constant, would have resulted in an immaterial increase in interest expense in both fiscal [removed: 2018] [added: 2019] and [removed: 2017.][added: 2018.]

Commodity [removed: Exposures][added: Exposures]

At fiscal year end [removed: 2017,] [added: 2019,] our commodity hedges, which related to expected purchases of gold, silver, and copper, were in a net gain position of [removed: $20] [added: $1] million and had a notional value of [removed: $314] [added: $316] million.

[added: A 10% appreciation or depreciation of the price of a] troy ounce of gold, a troy ounce of silver, and a pound of copper, from the fiscal year end [removed: 2017] [added: 2019] prices would have changed the unrealized value of our forward contracts by [removed: $33] [added: $32] million.

In addition, we utilize cross-currency swap contracts to hedge our net investment in certain foreign operations.

​

A 10% appreciation or depreciation of the price of a

[removed: General][added: General]

TE Connectivity Ltd. [removed: ("TE Connectivity"] [added: (“TE Connectivity”] or the [removed: "Company,"] [added: “Company,”] which may be referred to as [removed: "we," "us,"] [added: “we,” “us,”] or [removed: "our")] [added: “our”)] is a global [added: industrial] technology [removed: and manufacturing] leader creating a safer, sustainable, productive, and connected future.

Our [added: broad range of] connectivity and sensor solutions, proven in the harshest environments, [removed: have enabled] [added: enable] advancements in transportation, industrial applications, medical technology, energy, data communications, and the home.

For fiscal years in which there are 53 weeks, the fourth quarter reporting period includes 14 [removed: weeks.][added: weeks, with the next such occurrence taking place in fiscal 2022.]

Fiscal [added: 2019,] 2018, [removed: 2017,] and [removed: 2016] [added: 2017 were 52 weeks in length and] ended on September [added: 27, 2019, September] 28, 2018, [added: and] September 29, 2017, [removed: and September 30, 2016,] respectively.

[removed: Segments][added: Segments]

| [added: ​] | [added: ​] | Fiscal | | | | | [removed: | |] [added: ​] | [added: ​] |

| [removed: | | 2018] [added: ​] | | [added: 2019] | [removed: 2017] | [added: 2018] | | [removed: 2016] [added: 2017] | | |

| Transportation Solutions | | [removed: | 59] [added: 58] | % | [removed: | 58] [added: 59] | % | [removed: |] 58 | % | [added: ​ |]

| Industrial Solutions | | [added: 30] | [removed: 28] | [added: 28] | | 29 | [removed: | | 28] [added: ​] | [added: ​] |

| Communications Solutions | | [removed: | 13 |] [added: 12] | | 13 | | [added: 13] | [removed: 14] [added: ​] | [added: ​] |

| Total | | [removed: |] 100 | % | [removed: |] 100 | % | [removed: |] 100 | % | [added: ​ |]

[removed: _Transportation Solutions_][added: Transportation Solutions]

The primary products sold by the Transportation Solutions segment include terminals and connector systems and [removed: components; sensors; antennas; relays;] [added: components, sensors, antennas, relays,] application [removed: tooling;] [added: tooling,] and wire and heat shrink tubing.

[added: | | ● | _Automotive (73% of segment’s net sales)—_We are one of the leading providers of advanced automobile connectivity solutions.] The automotive industry uses our products in automotive technologies for body and chassis systems, convenience applications, driver information, infotainment solutions, miniaturization solutions, motor and powertrain applications, and safety and security systems. [added: Hybrid and electronic mobility solutions include in-vehicle technologies, battery technologies, and charging solutions. |]

[added: | | ● |] _Commercial transportation (15% of [removed: segment's] [added: segment’s] net [removed: sales)._ We] [added: sales)—_We] deliver reliable connectivity products designed to withstand harsh environmental conditions for on- and off-highway vehicles and recreational transportation, including heavy trucks, construction, agriculture, buses, and other vehicles. [added: |]

[added: | | ● |] _Sensors [removed: (11%] [added: (12%] of [removed: segment's] [added: segment’s] net [removed: sales)._ We] [added: sales)—_We] offer a portfolio of intelligent, efficient, and high-performing sensor solutions that are used by customers across multiple industries, including automotive, industrial equipment, commercial transportation, medical solutions, aerospace and defense, and consumer applications. [added: |]

The Transportation Solutions [removed: segment's] [added: segment’s] major competitors include Yazaki, Aptiv, [removed: Delphi,] Sumitomo, Sensata, Honeywell, Molex, and Amphenol.

[removed: _Industrial Solutions_][added: Industrial Solutions]

The primary products sold by the Industrial Solutions segment include terminals and connector systems and [removed: components;] [added: components,] heat shrink [removed: tubing; relays;] [added: tubing, relays,] and wire and cable.

[added: | | ● |] _Industrial equipment [removed: (52%] [added: (49%] of [removed: segment's] [added: segment’s] net [removed: sales)._ Our] [added: sales)—_Our] products are used in factory automation and process control systems such as industrial controls, robotics, human machine interface, industrial communication, and power distribution. [added: Our intelligent building products are used to connect lighting, HVAC, elevators/escalators, and security. Our rail products are used in high-speed trains, metros, light rail vehicles, locomotives, and signaling switching equipment. Our products are also used by the solar industry. The medical industry uses our products in imaging, diagnostic, surgical, and minimally invasive interventional applications. |]

[added: | | ● |] _Aerospace, defense, oil, and gas [removed: (30%] [added: (33%] of [removed: segment's] [added: segment’s] net [removed: sales)._ We] [added: sales)—_We] design, develop, and manufacture a comprehensive portfolio of critical electronic components and systems for the harsh operating conditions of the aerospace, defense, and marine industries. [added: Our products and systems are designed and manufactured to operate effectively in harsh conditions ranging from the depths of the ocean to the far reaches of space. |]

[added: | | ● |] _Energy (18% of [removed: segment's] [added: segment’s] net [removed: sales)._ Our] [added: sales)—_Our] products are used by OEMs and utility companies in the electrical power industry and include a wide range of solutions for the electrical power generation, transmission, distribution, and industrial markets. [added: |]

[removed: _Communications Solutions_][added: Communications Solutions]

The primary products sold by the Communications Solutions segment include terminals and connector systems and [removed: components; relays;] [added: components, relays,] heat shrink [removed: tubing;] [added: tubing,] and antennas.

[added: | | · |] _Data and devices [removed: (58%] [added: (59%] of [removed: segment's] [added: segment’s] net [removed: sales)._ We] [added: sales)—_We] deliver products and solutions that are used in a variety of equipment architectures within the networking equipment, data center equipment, and wireless infrastructure industries. [added: Additionally, we deliver a range of connectivity solutions for the Internet of Things, smartphones, tablet computers, notebooks, and virtual reality applications to help our customers meet their current challenges and future innovations. |]

[added: | | · | _Appliances (41% of segment’s net sales)—_We provide solutions to meet the daily demands of home appliances.] Our products are used in many household appliances, including washers, dryers, refrigerators, air conditioners, dishwashers, cooking appliances, water heaters, [added: air purifiers, floor care devices,] and microwaves. [added: Our expansive range of standard products is supplemented by an array of custom-designed solutions. |]

[removed: Customers][added: Customers]

No single customer accounted for a significant amount of our net sales in fiscal [added: 2019,] 2018, [removed: 2017,] or [removed: 2016.][added: 2017.]

Sales and [removed: Distribution][added: Distribution]

| [added: ​] | [added: ​] | Fiscal | | | | | [removed: | |] [added: ​] | [added: ​] |

| [removed: | | 2018] [added: ​] | | [added: 2019] | [removed: 2017] | [added: 2018] | | [removed: 2016] [added: 2017] | | |

| Europe/Middle East/Africa [removed: ("EMEA") |] [added: (“EMEA”)] | | [removed: 38] [added: 36] | % | [removed: | 36] [added: 38] | % | [removed: |] 36 | % | [added: ​ |]

| Asia–Pacific | | [added: 33] | [removed: 34] | [added: 34] | | 35 | [removed: | | 35] [added: ​] | [added: ​] |

| Americas | | [added: 31] | [removed: 28] | [added: 28] | | 29 | [removed: | | 29] [added: ​] | [added: ​] |

| Total | | [removed: |] 100 | % | [removed: |] 100 | % | [removed: |] 100 | % | [added: ​ |]

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

We sell our products into approximately [removed: 140] [added: 150] countries primarily through direct selling efforts to manufacturers.

In fiscal [removed: 2018,] [added: 2019,] our direct sales represented approximately 80% of total net sales.

Seasonality and [removed: Backlog][added: Backlog]

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| --- | --- | --- |

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| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- |

| ​ | | 2019 | | | 2018 | | |

Fiscal 2018 and 2017 were 52 weeks in length.

Fiscal 2016 was a 53-week year.

In fiscal 2018, our Subsea Communications business met the held for sale and discontinued operations criteria.

As a result, we reclassified amounts previously reported to reflect this business as a discontinued operation in all periods presented.

Prior to reclassification to discontinued operations, this business was included in our Communications Solutions segment.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

_Automotive (74% of segment's net sales)._ We are one of the leading providers of advanced automobile connectivity solutions.

Hybrid and electronic mobility solutions include in-vehicle technologies, battery technologies, and charging solutions.

Our intelligent building products are used to connect lighting, HVAC, elevators/escalators, and security.

Our rail products are used in high-speed trains, metros, light rail vehicles, locomotives, and signaling switching equipment.

Also, our products are used by the solar industry.

The medical industry uses our products in imaging, diagnostic, surgical, and minimally invasive interventional applications.

Our products and systems are designed and manufactured to operate effectively in harsh conditions ranging from the depths of the ocean to the far reaches of space.

Additionally, we deliver a range of connectivity solutions for the Internet of Things, smartphones, tablet computers, notebooks, and virtual reality applications to help our customers meet their current challenges and future innovations.

_Appliances (42% of segment's net sales)._ We provide solutions to meet the daily demands of home appliances.

Our expansive range of standard products is supplemented by an array of custom-designed solutions.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

(1)

| | | | | | | | |

| | | 2018 | | | 2017 | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

PART [removed: II][added: II]

​

​

During the fourth quarter of fiscal 2018, one of our manufacturing sites in China was found to have failed to complete the environmental impact assessment inspection for certain of its production lines and assets within the mandatory timeframe as defined within applicable environmental regulation.

At the request of the Shanghai Xuhui Environmental Protection Bureau, we are taking remedial action to cure the deficiencies, and we expect to pay an administrative penalty in the amount of 700,000 Chinese renminbi (approximately $0.1 million using an exchange rate of $0.15 per renminbi).

We do not anticipate that any monetary sanctions or remedial actions we take will have a material adverse effect on our results of operations, financial position, or cash flows.

[removed: [TE] [added: TE] CONNECTIVITY [removed: LTD. TABLE OF CONTENTS](#bg11401_te_connectivity_ltd._table_of_contents)][added: LTD.]

[removed: [TE CONNECTIVITY LTD. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS](#fa11401_te_connectivity_ltd._index_to___te_02533)][added: | [Index to Consolidated Financial Statements](#INDEXTOCONSOLIDATEDFINANCIALSTATEMENTS_2) | | 50 |]

UNITED [removed: STATES][added: STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. 20549

[removed: FORM 10-K][added: FORM 10-K]

| (Mark One) | [removed: |] [added: ​] |

| [removed: ý |] [added: ☒] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| For the fiscal year [removed: ended September 28, 2018 |] [added: ended September 27, 2019 ​] | |

| [removed: o |] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

[removed: ][added: ]

TE CONNECTIVITY [removed: LTD.][added: LTD.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its charter)

| Switzerland (Jurisdiction of Incorporation) | [removed: |] 98-0518048 [removed: (IRS] [added: (I.R.S.] Employer Identification No.) |

| Title of each class | [added: Trading symbol] | Name of each exchange on which registered |

| Common Shares, Par Value CHF 0.57 | [added: TEL] | New York Stock Exchange |

Securities registered pursuant to Section 12(g) of the [removed: Act: None][added: Act: None]

Yes [removed: ý] [added: ☒] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: ý][added: ☒]

Yes [removed: ý] [added: ☒] No [removed: o][added: ☐]

Yes [removed: ý] [added: ☒] No [removed: o][added: ☐]

| Large accelerated filer [removed: ý |] [added: ☒] | Accelerated filer [removed: o |] [added: ☐] | Non-accelerated filer [removed: o |] [added: ☐] | Smaller reporting company [removed: o |] [added: ☐] | Emerging growth company [removed: o] [added: ☐] |

Yes [removed: o] [added: ☐] No [removed: ý][added: ☒]

The aggregate market value of the [removed: registrant's] [added: registrant’s] common shares held by non-affiliates of the registrant was [removed: $36.3] [added: $30.4] billion as of March [removed: 30, 2018,] [added: 29, 2019,] the last business day of the [removed: registrant's] [added: registrant’s] most recently completed second fiscal quarter.

The number of common shares outstanding as of November [removed: 8, 2018] [added: 7, 2019] was [removed: 343,034,000.][added: 334,474,632.]

Portions of the [removed: registrant's] [added: registrant’s] Proxy Statement to be filed in connection with the [removed: registrant's 2019] [added: registrant’s 2020] annual general meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [removed: | |] [added: ​] | [added: ​] | Page | [removed: | |]

[removed: | [](#da11401_part_i) [Part I](#da11401_part_i) | | | | | | |][added: PART I]

| [removed: [](#da11401_item_1._business)] [Item [removed: 1.](#da11401_item_1._business) | | [](#da11401_item_1._business) [Business](#da11401_item_1._business) | |] [added: 1.](#ITEM1BUSINESS_814780)] | [removed: [1](#da11401_item_1._business)] [added: [Business](#ITEM1BUSINESS_814780)] | [added: 1] |

| [removed: [](#dc11401_item_1a._risk_factors)] [Item [removed: 1A.](#dc11401_item_1a._risk_factors) |] [added: 1A.](#ITEM1ARISKFACTORS_703633)] | [removed: [](#dc11401_item_1a._risk_factors)] [Risk [removed: Factors](#dc11401_item_1a._risk_factors) | | | [7](#dc11401_item_1a._risk_factors)] [added: Factors](#ITEM1ARISKFACTORS_703633)] | [added: 6] |

| [removed: [](#de11401_item_2._properties)] [Item [removed: 2.](#de11401_item_2._properties) | | [](#de11401_item_2._properties) [Properties](#de11401_item_2._properties) | |] [added: 2.](#ITEM2PROPERTIES_247356)] | [removed: [20](#de11401_item_2._properties)] [added: [Properties](#ITEM2PROPERTIES_247356)] | [added: 17] |

| [removed: [](#de11401_item_3._legal_proceedings)] [Item [removed: 3.](#de11401_item_3._legal_proceedings) |] [added: 3.](#ITEM3LEGALPROCEEDINGS_106864)] | [removed: [](#de11401_item_3._legal_proceedings)] [Legal [removed: Proceedings](#de11401_item_3._legal_proceedings) | | | [20](#de11401_item_3._legal_proceedings)] [added: Proceedings](#ITEM3LEGALPROCEEDINGS_106864)] | [added: 17] |

| [removed: [](#dg11401_item_5._market_for_registrant___ite04666)] [Item [removed: 5.](#dg11401_item_5._market_for_registrant___ite04666) |] [added: 5.](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITYREL)] | [removed: [](#dg11401_item_5._market_for_registrant___ite04666)] [Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#dg11401_item_5._market_for_registrant___ite04666) | | | [21](#dg11401_item_5._market_for_registrant___ite04666)] [added: Securities](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITYREL)] | [added: 18] |

| [removed: [](#di11401_item_6._selected_financial_data)] [Item [removed: 6.](#di11401_item_6._selected_financial_data) |] [added: 6.](#ITEM6SELECTEDFINANCIALDATA_567333)] | [removed: [](#di11401_item_6._selected_financial_data)] [Selected Financial [removed: Data](#di11401_item_6._selected_financial_data) | | | [23](#di11401_item_6._selected_financial_data)] [added: Data](#ITEM6SELECTEDFINANCIALDATA_567333)] | [added: 20] |

| [removed: [](#di11401_item_7._management_s_discussio__ite03668)] [Item [removed: 7.](#di11401_item_7._management_s_discussio__ite03668) |] [added: 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF)] | [removed: [](#di11401_item_7._management_s_discussio__ite03668) [Management's] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#di11401_item_7._management_s_discussio__ite03668) | | | [24](#di11401_item_7._management_s_discussio__ite03668)] [added: Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF)] | [added: 21] |

| [removed: [](#dq11401_item_7a._quantitative_and_qual__ite02669)] [Item [removed: 7A.](#dq11401_item_7a._quantitative_and_qual__ite02669) |] [added: 7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | [removed: [](#dq11401_item_7a._quantitative_and_qual__ite02669)] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#dq11401_item_7a._quantitative_and_qual__ite02669) | | | [45](#dq11401_item_7a._quantitative_and_qual__ite02669)] [added: Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | [added: 38] |

| [removed: [](#dq11401_item_8._financial_statements_and_supplementary_data)] [Item [removed: 8.](#dq11401_item_8._financial_statements_and_supplementary_data) |] [added: 8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY)] | [removed: [](#dq11401_item_8._financial_statements_and_supplementary_data)] [Financial Statements and Supplementary [removed: Data](#dq11401_item_8._financial_statements_and_supplementary_data) | | | [46](#dq11401_item_8._financial_statements_and_supplementary_data)] [added: Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY)] | [added: 39] |

| [removed: [](#dq11401_item_9a._controls_and_procedures)] [Item [removed: 9A.](#dq11401_item_9a._controls_and_procedures) |] [added: 9A.](#ITEM9ACONTROLSANDPROCEDURES_694367)] | [removed: [](#dq11401_item_9a._controls_and_procedures)] [Controls and [removed: Procedures](#dq11401_item_9a._controls_and_procedures) | | | [46](#dq11401_item_9a._controls_and_procedures)] [added: Procedures](#ITEM9ACONTROLSANDPROCEDURES_694367)] | [added: 40] |

| [removed: [](#ds11401_part_iii) [Part III](#ds11401_part_iii) | | | |] [added: ​] | [added: [Part III](#PARTIII_920343)] | [added: ​] |

​

| ​ | ​ |

| --- | --- |

| or ​ | |

| --- | --- |

| Rheinstrasse 20, CH-8200 Schaffhausen, Switzerland (Address of principal executive offices) | +41 (0)52 633 66 61 (Registrant’s telephone number) |

| --- | --- | --- | --- | --- |

​

| ​ | ​ | |

| ​ | [Part I](#PARTI_22747) | ​ |

| ​ | ​ | ​ |

| ​ | [Part II](#PARTII_402212) | ​ |

| ​ | ​ | ​ |

| ​ | ​ | ​ |

| ​ | [Part IV](#PARTIV_265352) | ​ |

| [Signatures](#SIGNATURES_954708) | | 48 |

​

​

10-K 1 a2237090z10-k.htm 10-K

Use these links to rapidly review the document

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| or | | |

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Rheinstrasse 20, CH-8200 Schaffhausen, Switzerland

(Address of principal executive offices)

+41 (0)52 633 66 61

(Registrant's telephone number)

| | | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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TE CONNECTIVITY LTD.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| [](#dg11401_part_ii) [Part II](#dg11401_part_ii) | | | | | | |

| [](#du11401_part_iv) [Part IV](#du11401_part_iv) | | | | | | |

| [](#dw11401_signatures) [Signatures](#dw11401_signatures) | | | | | [56](#dw11401_signatures) | |

| [](#fa11401_te_connectivity_ltd._index_to___te_02533) [Index to Consolidated Financial Statements](#fa11401_te_connectivity_ltd._index_to___te_02533) | | | | | [58](#fa11401_te_connectivity_ltd._index_to___te_02533) | |

PART I

As of fiscal year end [removed: 2018,] [added: 2019,] we owned approximately [removed: 20] [added: 17] million square feet and leased approximately 9 million square feet of [added: aggregate floor space, used primarily for] manufacturing, warehousing, and office space.

As of fiscal year end [removed: 2018,] [added: 2019,] our principal centers of manufacturing output by segment and geographic region were as follows:

| [removed: | | Transportation Solutions | |] [added: ​] | [removed: Industrial Solutions] | [added: Transportation] | | [removed: Communications Solutions] [added: Industrial] | | [added: Communications] | [removed: Total] | [added: ​] | |

| [added: ​] | | (number of manufacturing facilities) | | | | | | | [removed: | | | |] [added: ​] |

| EMEA | | [removed: | 19 | |] [added: 20] | [removed: 22] | [added: 24] | | 3 | | [removed: | 44] [added: 47] | [added: ​] |

| Asia–Pacific | | [removed: | 7 |] [added: 9] | | 7 | | [removed: |] 8 | | [removed: | 22] [added: 24] | [added: ​] |

| Americas | | [removed: |] 11 | | [removed: | 23 | |] [added: 25] | [removed: 4] | [added: 3] | | [removed: 38] [added: 39] | [added: ​] |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | Solutions | ​ | Solutions | ​ | Solutions | ​ | Total | |

| Total | | 40 | | 56 | | 14 | | 110 | ​ |

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total | | | 37 | | | 52 | | | 15 | | | 104 | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Market Information and [removed: Holders][added: Holders]

Our common shares are listed and traded on the NYSE under the symbol [removed: "TEL." The number] [added: “TEL.” As] of [removed: registered holders] [added: November 6, 2019, there were 19,412 shareholders] of [added: record of] our common [removed: shares at November 8, 2018 was 20,236.][added: shares.]

Performance [removed: Graph][added: Graph]

The graph assumes the investment of $100 in our common shares and in each index at fiscal year end [removed: 2013] [added: 2014] and assumes the reinvestment of all dividends and distributions.

[removed: DOW JONES ELECTRICAL COMPONENTS AND EQUIPMENT INDEX][added: | Dow Jones Electrical Components and Equipment Index | ​ | | 100.00 | ​ | | 91.84 | ​ | | 109.03 | ​ | | 140.59 | ​ | | 156.34 | ​ | | 150.52 | ​ |]

[removed: ][added: ]

| [added: ​] | [added: ​] | Fiscal Year End | | | | | | | | | | | | | | | | | |

| [removed: | | 2013(1) |] [added: ​] | | [removed: 2014] [added: 2014(1)] | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | [added: 2019 | | |]

[added: | (1) |] $100 invested on September [removed: 27, 2013] [added: 26, 2014] in TE Connectivity [removed: Ltd.'s] [added: Ltd.’s] common shares and in indexes. [added: Indexes calculated on month-end basis. |]

Issuer Purchases of Equity [removed: Securities][added: Securities]

The following table presents information about our purchases of our common shares during the quarter ended September [removed: 28, 2018:][added: 27, 2019:]

[added: | (1) |] These columns include the following transactions which occurred during the quarter ended September [removed: 28, 2018:][added: 27, 2019: |]

[added: | | (i) |] the acquisition of [removed: 25,685] [added: 13,225] common shares from individuals [removed: in order] to satisfy tax withholding requirements in connection with the vesting of restricted share awards issued under equity compensation plans; and [added: |]

[added: | | (ii) |] open market purchases totaling [removed: 3,848,900] [added: 1,956,000] common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007. [added: |]

[added: | (2) |] 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. [added: The share repurchase program does not have an expiration date. |]

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| TE Connectivity Ltd. | ​ | $ | 100.00 | ​ | $ | 101.30 | ​ | $ | 114.21 | ​ | $ | 150.45 | ​ | $ | 162.08 | ​ | $ | 174.62 | ​ |

| S&P 500 Index | ​ | | 100.00 | ​ | | 99.41 | ​ | | 114.13 | ​ | | 135.36 | ​ | | 159.61 | ​ | | 165.55 | ​ |

| --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | 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) | | |

| June 29–July 26, 2019 | ​ | 671,633 | ​ | $ | 92.76 | ​ | 670,900 | ​ | $ | 1,616,977,103 | ​ |

| July 27–August 30, 2019 | | 1,007,600 | ​ | | 89.85 | | 1,003,000 | ​ | | 1,526,870,086 | ​ |

| August 31–September 27, 2019 | | 289,992 | ​ | | 92.77 | | 282,100 | ​ | | 1,500,732,017 | ​ |

| Total | | 1,969,225 | ​ | $ | 91.27 | | 1,956,000 | ​ | | | ​ |

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| --- | --- |

​

​

COMPARISON OF CUMULATIVE TOTAL RETURN

AMONG TE CONNECTIVITY LTD., S&P 500 INDEX, AND

| | | | | | | | | | | | | | | | | | | | |

| TE Connectivity Ltd. | | $ | 100.00 | | $ | 115.30 | | $ | 116.76 | | $ | 131.63 | | $ | 173.37 | | $ | 186.80 | |

| S&P 500 Index | | | 100.00 | | | 119.64 | | | 118.93 | | | 136.54 | | | 161.95 | | | 190.95 | |

| Dow Jones Electrical Components and Equipment Index | | | 100.00 | | | 111.56 | | | 102.46 | | | 121.63 | | | 156.84 | | | 174.41 | |

(1)

Indexes calculated on month-end basis.

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | Total Number of Shares Purchased(1) | | | Average Price Paid Per Share(1) | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) | | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2) | | |

| June 30–July 27, 2018 | | | 1,465 | | $ | 93.28 | | | — | | $ | 1,368,819,073 | |

| July 28–August 31, 2018 | | | 2,217,725 | | | 92.90 | | | 2,213,500 | | | 1,163,190,015 | |

| September 1–September 28, 2018 | | | 1,655,395 | | | 90.63 | | | 1,635,400 | | | 1,014,947,770 | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total | | | 3,874,585 | | $ | 91.93 | | | 3,848,900 | | | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

(1)

(i)

(ii)

(2)

The share repurchase program does not have an expiration date.

| [added: ​] | [added: ​] | As of or for Fiscal | | | | | | | | | | | | | | |

| [added: ​] | | [removed: 2018] [added: 2019] | | | [removed: 2017(1)] [added: 2018] | | | [removed: 2016(1)(2)] [added: 2017] | | | [removed: 2015(1)] [added: 2016(1)] | | | [removed: 2014(1)] [added: 2015] | | |

| [added: ​] | [added: ​] | (in millions, except per share data) | | | | | | | | | | | | | | |

| Statement of Operations Data | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | [added: ​] |

| Net sales | [added: ​] | $ | [removed: 13,988] [added: 13,448] | [added: ​] | $ | [removed: 12,185] [added: 13,988] | [added: ​] | $ | [removed: 11,352] [added: 12,185] | [added: ​] | $ | [removed: 11,524] [added: 11,352] | [added: ​] | $ | [removed: 11,690] [added: 11,524] | [added: ​] |

| Acquisition and integration costs | [added: ​] | | [added: 27 | ​ | |] 14 | [added: ​] | | 6 | [added: ​] | | 22 | [added: ​] | | 55 | [removed: | | 31 |] [added: ​] |

| Restructuring and other charges (credits), [removed: net(3)] [added: net(2)] | [added: ​] | | [removed: 126] [added: 255] | [added: ​] | | [removed: 147] [added: 126] | [added: ​] | | [removed: (2] [added: 147] | [removed: )] [added: ​] | | [removed: 152] [added: (2)] | [added: ​] | | [removed: 15] [added: 152] | [added: ​] |

| Other income (expense), [removed: net(4)] [added: net(3)] | [added: ​] | | [removed: 1] [added: 2] | [added: ​] | | [removed: (42] [added: 1] | [removed: )] [added: ​] | | [removed: (677] [added: (42)] | [removed: )] [added: ​] | | [removed: (55] [added: (677)] | [removed: )] [added: ​] | | [removed: 63] [added: (55)] | [added: ​] |

| Income tax (expense) benefit(4) | [added: ​] | | [removed: 344] [added: 15] | [added: ​] | | [removed: (180] [added: 344] | [removed: )] [added: ​] | | [removed: 826] [added: (180)] | [added: ​] | | [removed: (306] [added: 826] | [removed: )] [added: ​] | | [removed: (160] [added: (306)] | [removed: )] [added: ​] |

| Income from continuing operations | [added: ​] | | [added: 1,946 | ​ | |] 2,584 | [added: ​] | | 1,540 | [added: ​] | | 1,847 | [added: ​] | | 1,180 | [removed: | | 1,634 |] [added: ​] |

| Income (loss) from discontinued operations, net of income taxes(5) | [added: ​] | | [removed: (19] [added: (102)] | [removed: )] [added: ​] | | [removed: 143] [added: (19)] | [added: ​] | | [removed: 162] [added: 143] | [added: ​] | | [removed: 1,240] [added: 162] | [added: ​] | | [removed: 147] [added: 1,240] | [added: ​] |

| Net income | [added: ​] | [removed: $] [added: ​] | [added: 1,844 | ​ | ​ |] 2,565 | [added: ​] | [removed: $] [added: ​] | 1,683 | [added: ​] | [removed: $] [added: ​] | 2,009 | [added: ​] | [removed: $] [added: ​] | 2,420 | [removed: | $ | 1,781 |] [added: ​] |

| Per Share Data | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] |

| Basic earnings per share: | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] |

| Income from continuing operations | [added: ​] | $ | [removed: 7.38] [added: 5.76] | [added: ​] | $ | [removed: 4.34] [added: 7.38] | [added: ​] | $ | [removed: 5.05] [added: 4.34] | [added: ​] | $ | [removed: 2.91] [added: 5.05] | [added: ​] | $ | [removed: 3.99] [added: 2.91] | [added: ​] |

| Net income | [added: ​] | | [added: 5.46 | ​ | |] 7.33 | [added: ​] | | 4.74 | [added: ​] | | 5.49 | [added: ​] | | 5.98 | [removed: | | 4.34 |] [added: ​] |

| Diluted earnings per share: | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] |

| Income from continuing operations | [added: ​] | $ | [removed: 7.32] [added: 5.72] | [added: ​] | $ | [removed: 4.30] [added: 7.32] | [added: ​] | $ | [removed: 5.01] [added: 4.30] | [added: ​] | $ | [removed: 2.87] [added: 5.01] | [added: ​] | $ | [removed: 3.92] [added: 2.87] | [added: ​] |

| Net income | [added: ​] | | [added: 5.42 | ​ | |] 7.27 | [added: ​] | | 4.70 | [added: ​] | | 5.44 | [added: ​] | | 5.89 | [removed: | | 4.27 |] [added: ​] |

| Dividends paid per common share | [added: ​] | $ | [removed: 1.68] [added: 1.80] | [added: ​] | $ | [removed: 1.54] [added: 1.68] | [added: ​] | $ | [removed: 1.40] [added: 1.54] | [added: ​] | $ | [removed: 1.24] [added: 1.40] | [added: ​] | $ | [removed: 1.08] [added: 1.24] | [added: ​] |

| Balance Sheet Data | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] |

| Total assets | [added: ​] | $ | [removed: 20,386] [added: 19,694] | [added: ​] | $ | [removed: 19,403] [added: 20,386] | [added: ​] | $ | [removed: 17,608] [added: 19,403] | [added: ​] | $ | [removed: 20,589] [added: 17,608] | [added: ​] | $ | [removed: 20,132] [added: 20,589] | [added: ​] |

| Long-term liabilities | [added: ​] | | [added: 5,584 | ​ | |] 5,145 | [added: ​] | | 5,805 | [added: ​] | | 6,057 | [added: ​] | | 7,429 | [removed: | | 7,128 |] [added: ​] |

| Total [removed: shareholders'] [added: shareholders’] equity | [added: ​] | [removed: $] [added: ​] | [added: 10,570 | ​ | ​ |] 10,831 | [added: ​] | [removed: $] [added: ​] | 9,751 | [added: ​] | [removed: $] [added: ​] | 8,485 | [added: ​] | [removed: $] [added: ​] | 9,585 | [removed: | $ | 9,007 |] [added: ​] |

[added: | (1) |] Fiscal 2016 was a 53-week year. [added: |]

[added: | (2) |] Fiscal 2016 included a pre-tax gain of $144 million on the sale of our Circuit Protection Devices business. [added: |]

[added: | (4) | For fiscal 2019, 2018, and 2017, see Note 15 to the Consolidated Financial Statements for additional information.] Fiscal [removed: 2015] [added: 2016 included a $1,135 million] income tax [removed: (expense)] benefit [added: related to the effective settlement of tax matters for the years 1997 through 2000, partially offset by a $91 million income tax charge related to an increase to the valuation allowance for certain U.S. deferred tax assets. Additionally, fiscal 2016] included [added: an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions, partially offset by an income tax charge related to certain legal entity restructurings. Fiscal 2015 included] a $216 million income tax charge associated with the tax impacts of certain intercompany legal entity restructurings made in connection with our integration of Measurement Specialties, Inc; a $201 million income tax benefit related to the effective settlement of all undisputed tax matters for the years 2001 through [removed: 2007 and the related impact of $84 million to other expense pursuant to the Tax Sharing Agreement with Tyco International plc and Covidien plc;] [added: 2007;] and a $63 million income tax benefit associated with the effective settlement of all undisputed tax matters for the years 2008 through 2010. [added: |]

[added: | (5) |] Fiscal [added: 2019 included a pre-tax loss of $86 million on the sale of our Subsea Communications business. Fiscal] 2015 included a pre-tax gain of $1.1 billion on the sale of our Broadband Network Solutions business. [added: For additional information regarding discontinued operations, see Note 4 to the Consolidated Financial Statements. |]

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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| --- | --- |

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| (3) | Fiscal 2016 and 2015 net other income (expense) was recorded primarily pursuant to the Tax Sharing Agreement with Tyco International plc and Covidien plc. Fiscal 2016 included $604 million of other expense related to the effective settlement of tax matters for the years 1997 through 2000 and $46 million of other expense related to a tax settlement in another tax jurisdiction. Fiscal 2015 included $84 million of other expense related to the effective settlement of all undisputed tax matters for the years 2001 through 2007. |

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(1)

In fiscal 2018, our Subsea Communications business met the held for sale and discontinued operations criteria.

As a result, we reclassified amounts previously reported to reflect this business as a discontinued operation in all periods presented.

For additional information regarding discontinued operations, see Notes 4 and 23 to the Consolidated Financial Statements.

(2)

(3)

See Note 3 to the Consolidated Financial Statements for additional information.

(4)

For fiscal 2018, 2017, and 2016, see Notes 15 and 16 to the Consolidated Financial Statements for additional information.

Fiscal 2014 income tax (expense) benefit included a $282 million income tax benefit recognized in connection with a reduction in the valuation allowance associated with certain tax loss carryforwards relating to ADC Telecommunications, Inc.

(5)

Consolidated Statements of Operations for the Fiscal Years Ended September [added: 27, 2019, September] 28, 2018, [removed: September 29, 2017,] and September [removed: 30, 2016][added: 29, 2017]

Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September [added: 27, 2019, September] 28, 2018, [removed: September 29, 2017,] and September [removed: 30, 2016][added: 29, 2017]

Consolidated Balance Sheets as of September [removed: 28, 2018] [added: 27, 2019] and September [removed: 29, 2017][added: 28, 2018]

Consolidated Statements of [removed: Shareholders'] [added: Shareholders’] Equity for the Fiscal Years Ended September [added: 27, 2019, September] 28, 2018, [removed: September 29, 2017,] and September [removed: 30, 2016][added: 29, 2017]

Consolidated Statements of Cash Flows for the Fiscal Years Ended September [added: 27, 2019, September] 28, 2018, [removed: September 29, 2017,] and September [removed: 30, 2016][added: 29, 2017]

Evaluation of Disclosure Controls and [removed: Procedures][added: 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 Exchange Act) as of September [removed: 28, 2018.][added: 27, 2019.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September [removed: 28, 2018.][added: 27, 2019.]

[removed: Management's] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting based on the framework in [removed: _Internal] [added: Internal] Control—Integrated [removed: Framework_] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded our internal control over financial reporting was effective as of September [removed: 28, 2018.][added: 27, 2019.]

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of September [removed: 28, 2018,] [added: 27, 2019,] which is included in this Annual Report.

Changes in Internal Control Over Financial [removed: Reporting][added: Reporting]

During the quarter ended September [removed: 28, 2018,] [added: 27, 2019,] 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.

PART [removed: III][added: III]

Information concerning directors, executive officers, and corporate governance may be found under the captions [removed: "Agenda] [added: “Agenda] Item No. 1—Election of [removed: Directors," "Nominees] [added: Directors,” “Nominees] for [removed: Election," "Corporate Governance," "The] [added: Election,” “Corporate Governance,” “The] Board of Directors and Board [removed: Committees,"] [added: Committees,”] and [removed: "Executive Officers"] [added: “Executive Officers”] in our definitive proxy statement for our [removed: 2019] [added: 2020] Annual General Meeting of Shareholders (the [removed: "2019] [added: “2020] Proxy [removed: Statement"),] [added: Statement”),] which will be filed with the SEC within 120 days after the close of our fiscal year.

The information in the [removed: 2019] [added: 2020] Proxy Statement under the caption [removed: "Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance"] [added: Reports”] is incorporated herein by reference.

Code of [removed: Ethics][added: Ethics]

Information concerning executive compensation may be found under the captions [removed: "Compensation] [added: “Compensation] Discussion and [removed: Analysis," "Management] [added: Analysis,” “Management] Development and Compensation Committee [removed: Report," "Compensation] [added: Report,” “Compensation] Committee Interlocks and Insider [removed: Participation," "Executive] [added: Participation,” “Executive] Officer [removed: Compensation,"] [added: Compensation,”] and [removed: "Compensation] [added: “Compensation] of Non-Employee [removed: Directors"] [added: Directors”] in our [removed: 2019] [added: 2020] Proxy Statement.

The information in our [removed: 2019] [added: 2020] Proxy Statement under the caption [removed: "Security] [added: “Security] Ownership of Certain Beneficial Owners and [removed: Management"] [added: Management”] is incorporated herein by reference.

Equity Compensation Plan [removed: Information][added: Information]

The following table provides information as of fiscal year end [removed: 2018] [added: 2019] with respect to common shares issuable under our equity compensation plans:

| Equity compensation plans approved by security [removed: holders: | |] [added: holders(1)] | [added: ​] | [added: 6,933,747] | [added: ​] | [added: $] | [added: 70.21] | [added: ​] | [added: 19,982,400] | [added: ​] |

| Equity compensation plans not approved by security [removed: holders: | |] [added: holders(2)] | [added: ​] | [added: 1,490,241] | [added: ​] | | [added: 73.70] | [added: ​] | [added: 884,764] | [added: ​] |

[removed: The] [added: | (1) | Includes securities issuable upon exercise of outstanding options and rights under the] TE Connectivity Ltd. 2007 Stock and Incentive Plan, amended and restated as of March 8, 2017 (the [removed: "2017 Plan"),] [added: “2017 Plan”), and the Tyco Electronics Limited Savings Related Share Plan. The 2017 Plan] provides for the award of annual performance bonuses and long-term performance awards, including share options; restricted, performance, and deferred share units; and other share-based awards (collectively, [removed: "Awards")] [added: “Awards”)] to board members, officers, and non-officer employees. [added: The 2017 Plan provides for a maximum of 69,843,452 common shares to be issued as Awards, subject to adjustment as provided under the terms of the 2017 Plan. |]