TE Connectivity (TEL) 10-K risk factor changes: FY2022 vs FY2021

| For the fiscal year ended September [removed: 24, 2021] [added: 30, 2022] | |

[removed: ][added: ]

The aggregate market value of the registrant’s common shares held by non-affiliates of the registrant was [removed: $42.5] [added: $42.6] billion as of March [removed: 26, 2021,] [added: 25, 2022,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of common shares outstanding as of November [removed: 4, 2021] [added: 11, 2022] was [removed: 326,313,355.][added: 317,230,563.]

[removed: Portions of the registrant’s Proxy Statement to be filed in connection with the registrant’s 2022 annual general] meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

| [Item 1A.](#ITEM1ARISKFACTORS_703633) | [Risk Factors](#ITEM1ARISKFACTORS_703633) | [removed: 8] [added: 7] |

| [Item 8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 42] [added: 41] |

| [Item 9B.](#Item_9B_Other_Information) | [Other Information](#Item_9B_Other_Information) | [removed: 43] [added: 42] |

| [Item 9C.](#Item_9C_Disclosure_Regarding_Foreign_Jur) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item_9C_Disclosure_Regarding_Foreign_Jur) | [removed: 43] [added: 42] |

| [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [Directors, Executive Officers and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 44] [added: 43] |

| [Item 11.](#ITEM11EXECUTIVECOMPENSATION_954834) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_954834) | [removed: 44] [added: 43] |

| [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 44] [added: 43] |

| [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 45] [added: 44] |

| [Item 14.](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [Principal Accountant Fees and Services](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 45] [added: 44] |

| [Item 15.](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | [removed: 46] [added: 45] |

| [Item 16.](#Item_16_Form_10K_Summary) | [Form 10-K Summary](#Item_16_Form_10K_Summary) | [removed: 50] [added: 49] |

| [Signatures](#SIGNATURES) | | [removed: 51] [added: 50] |

| [Index to Consolidated Financial Statements](#INDEXTOCONSOLIDATEDFINANCIALSTATEMENTS_2) | | [removed: 53] [added: 52] |

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,” [added: “aspire,”] “estimate,” “predict,” “potential,” [added: “goal,” “target,”] “continue,” “may,” and “should,” or the negative of these terms or similar expressions.

[removed: The risk factors discussed in “Risk] [added: Risk] Factors” and other risks described in this Annual Report could cause our results to differ materially from those expressed in forward-looking statements.

_© [removed: 2021] [added: 2022] TE Connectivity Ltd. All Rights Reserved._

Fiscal [removed: 2021, 2020,] [added: 2022 was 53 weeks in length] and [removed: 2019] [added: ended on September 30, 2022; fiscal 2021 and 2020] were each 52 weeks in length and ended on September 24, [removed: 2021,] [added: 2021 and] September 25, 2020, [removed: and September 27, 2019,] respectively.

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

The [added: COVID-19] pandemic had a significant, negative impact on our sales and operating results during fiscal 2020 and continued to negatively affect certain of our businesses in fiscal [removed: 2021.][added: 2021 and certain of our operations in China in fiscal 2022.]

| ​ | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] | | |

| Transportation Solutions | | [removed: 60] [added: 56] | % | [removed: 56] [added: 60] | % | [removed: 58] [added: 56] | % | ​ |

| Industrial Solutions | | [removed: 26] [added: 28] | | [removed: 31] [added: 26] | | [removed: 30] [added: 31] | ​ | ​ |

| Communications Solutions | | [removed: 14] [added: 16] | | [removed: 13] [added: 14] | | [removed: 12] [added: 13] | ​ | ​ |

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

| | ● | _Commercial transportation [removed: (16%] [added: (17%] of segment’s net 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. |

| | ● | _Sensors [removed: (13%] [added: (12%] of segment’s net 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. |

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

| | ● | _Industrial equipment [removed: (36%] [added: (43%] of segment’s net sales)—_Our products are used in factory and warehouse automation and process control systems such as industrial controls, robotics, human machine interface, industrial communication, and power distribution. Our building automation and smart city infrastructure products are used to connect lighting and offer solutions in HVAC, elevators/escalators, and security. Our rail products are used in high-speed trains, metros, light rail vehicles, locomotives, and signaling switching equipment. |

| | ● | _Aerospace, defense, [removed: oil,] and [removed: gas (27%] [added: marine (24%] of segment’s net sales)—_We design, develop, and manufacture a comprehensive portfolio of critical electronic components and systems for the harsh operating conditions of the commercial aerospace, defense, and marine industries. 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. |

| | ● | _Energy [removed: (19%] [added: (18%] of segment’s net sales)—_Our products are used by electric power utilities, OEMs, and engineering procurement construction companies serving the electrical power grid and renewables industries. They include a wide range of insulation, protection, and connection solutions for electrical power generation, transmission, distribution, and industrial markets. |

| | ● | _Medical [removed: (18%] [added: (15%] of segment’s net sales)—_Our products are used in imaging, diagnostic, surgical, and minimally invasive interventional applications. We specialize in the design and manufacture of advanced surgical, imaging, and interventional device solutions. Key markets served include cardiovascular, peripheral vascular, structural heart, endoscopy, electrophysiology, and neurovascular therapies. |

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

| | · | _Data and devices [removed: (57%] [added: (62%] of segment’s net 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. Additionally, we deliver a range of connectivity solutions for the Internet of Things, smartphones, tablet computers, notebooks, [removed: and] virtual [removed: reality] [added: reality, and artificial intelligence] applications to help our customers meet their current challenges and future innovations. |

| | · | _Appliances [removed: (43%] [added: (38%] 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, air purifiers, floor care devices, and microwaves. Our expansive range of standard products is supplemented by an array of custom-designed solutions. |

No single customer accounted for a significant amount of our net sales in fiscal [added: 2022,] 2021, [removed: 2020,] or [removed: 2019.][added: 2020.]

Portions of the registrant’s Proxy Statement to be filed in connection with the registrant’s 2023 annual general

Forward-looking statements also include statements addressing our environmental, social, governance, and sustainability plans and goals.

Such statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

The risk factors discussed in “Part I.

​

Overall, our markets have returned to levels similar to those prior to the COVID-19 pandemic.

As of fiscal year end 2022, we believe our three segments serve a combined market of approximately $200 billion.

| ​ | | 2022 | | | 2021 | | |

In recent years, raw material prices and availability have been affected by worldwide economic conditions, including the impacts of the COVID-19 pandemic, supply chain disruptions, and inflationary cost pressures.

We had a participation rate of over 85% in fiscal 2022 and year over year improvement in all three indices of engagement, inclusion, and leadership effectiveness.

In addition to the overall improvement in our leadership effectiveness index, all nine scores within the index also increased from fiscal 2021 levels.

roles.

We are striving to implement a global human rights program.

We have recently instituted a global human rights policy and a human trafficking and modern slavery policy.

We apply high standards of human rights and require that our suppliers do the same.

In fiscal 2022, we:

| | ● | made progress towards our target to decrease water withdrawals by 15%, from our fiscal 2021 baseline, by fiscal 2025 at 30 sites with extremely high and high water stress; |

| | ● | made progress towards our target to decrease hazardous waste disposed by 15%, from our fiscal 2021 baseline, by fiscal 2025; |

| | ● | remained committed to sourcing renewable energy, developing and implementing energy efficiency projects, and strengthening operating standards; and |

| | ● | worked with key suppliers to reduce Scope 3 emissions. |

_Our operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our securities._ _These risks are not the only ones facing us.

Recently, the strength of the U.S. dollar has generally increased as compared to other currencies, which has had, and may continue to have, an adverse effect on our operating results as reported in U.S. dollars.

While some of our operations in China were shut down for a period of time in fiscal 2022, the COVID-19 pandemic did not have a significant impact on our businesses globally in fiscal 2022.

However, it may

may persist in the future.

In recent years, raw material prices and availability have been affected by worldwide economic conditions, including the impacts of the COVID-19 pandemic, supply chain disruptions, and inflationary cost pressures.

If countries in which

Our cybersecurity safeguards and measures are reviewed and upgraded to mitigate evolving cybersecurity threats.

We have also been contacted by the U.S. Department of Justice concerning aspects of these matters.

Until recently, Swiss law provided for the option to create authorized share capital that could be issued by the board of directors, but this authorization was limited to authorized share capital up to 50% of the existing registered shares with the authorization valid for a maximum of two years.

Such authorization period under our articles of association ended on March 11, 2022.

As part of the Swiss corporate law reform, effective as of January 1, 2023, the concept of authorized share capital will be replaced by a capital band.

Under a capital band, the articles of association may authorize the board of directors for a maximum period of five years to increase the ordinary share capital registered in the commercial register to a maximum of 150% and/or reduce it to a minimum of 50% of the share capital existing at the time of the introduction of the capital band.

Our articles of association do not currently provide for a capital band.

| | · | the Organisation for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward implementing international tax system reforms, including the enactment of a 15% global minimum corporate tax that is expected to be effective as early as fiscal 2025, |

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

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

COVID-19 Pandemic

A novel strain of coronavirus (“COVID-19”) was first identified in China in December 2019 and subsequently declared a pandemic by the World Health Organization.

COVID-19 has surfaced in nearly all regions around the world and resulted in business slowdowns or shutdowns and travel restrictions in affected areas.

See “Part II.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion regarding the impact of the COVID-19 pandemic on our financial results.

Also, see “Part I.

Risk Factors” for discussion of the risks and uncertainties associated with the COVID-19 pandemic.

Prior to the COVID-19 pandemic, our three segments served a combined market of approximately $190 billion.

Although COVID-19 negatively affected our markets in fiscal 2020, certain of our markets experienced recovery in fiscal 2021.

We expect this recovery will continue and our three segments will once again serve a combined market of approximately $190 billion in future periods.

| ​ | ​ | ​ | | | | | | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

As markets recover from the COVID-19 pandemic, increases in consumer demand have led to shortages and price increases in some of our input materials.

We had a participation rate of over 80% in fiscal 2021.

Both our participation rate and engagement score improved in fiscal 2021 while our inclusion score remained consistent with fiscal 2020.

Fiscal 2021 was the first year leadership effectiveness was measured as part of this survey.

they need to be successful.

In fiscal 2021, we implemented a human rights policy for the organization outlining our commitment to operating with respect for human rights.

collection, management, and reporting, and laws regulating greenhouse gas emissions may increase our costs for energy and certain materials and products.

In fiscal 2021, we:

| | ● | improved our energy efficiency through energy efficient solutions such as implementing operating standards and advancing our equipment infrastructure (for example, LED lighting, compressor controls, and HVAC); and |

| | ● | reported our Scope 3 emissions to CDP for the first time. |

_Investors should carefully consider the risks described below before investing in our securities.

These risks are not the only ones facing us.

The COVID-19 pandemic had a significant, negative impact on our sales and operating results during fiscal 2020 and continued

to negatively affect certain of our businesses in fiscal 2021.

consumer electronics products.

customer-imposed controls.

We have been the target of attempted cyber intrusions.

Despite our training and compliance

These laws continue to proliferate and

We may repurchase our registered shares

Additionally, various corporate law proposals in Switzerland, if passed in the future, may affect our ability to repurchase our shares.

| | · | the OECD’s initiative to develop agreed-upon best practices to prevent base erosion and profit shifting, which contemplate the creation of a global minimum corporate tax rate and changes to numerous long-standing tax principles related to the distribution of profits between affiliated entities in different tax jurisdictions, |

In October 2021, the OECD made progress in its efforts to reform the international tax system with 136 of the 140 participating countries and jurisdictions joining a global minimum tax agreement.

This agreement introduces a 15% global minimum corporate tax rate which will apply to companies with revenue over a set threshold.

This tax will be assessed on a country-by-country basis, potentially starting as early as 2023.

As of fiscal year end [removed: 2021,] [added: 2022,] we owned approximately 18 million square feet and leased approximately [removed: 10] [added: 11] million square feet of aggregate floor space, used primarily for manufacturing, warehousing, and office space.

As of fiscal year end [removed: 2021,] [added: 2022,] our principal centers of manufacturing output by segment and geographic region were as follows:

| EMEA | | [removed: 22] [added: 21] | | 21 | | 3 | | [removed: 46] [added: 45] | ​ |

| Asia–Pacific | | [removed: 9] [added: 10] | | 6 | | [removed: 7] [added: 9] | | [removed: 22] [added: 25] | ​ |

| Americas | | 10 | | [removed: 22] [added: 23] | | 3 | | [removed: 35] [added: 36] | ​ |

| Total | | 41 | | 50 | | 15 | | 106 | ​ |

| Total | | 41 | | 49 | | 13 | | 103 | ​ |

Our common shares are listed and traded on the NYSE under the symbol “TEL.” As of November 3, [removed: 2021,] [added: 2022,] there were [removed: 17,583] [added: 16,860] shareholders of record of our common shares.

The graph assumes the investment of $100 in our common shares and in each index at fiscal year end [removed: 2016] [added: 2017] and assumes the reinvestment of all dividends and distributions.

[removed: ][added: ]

| ​ | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |]

| Dow Jones Electrical Components and Equipment Index | ​ | | 100.00 | ​ | | [removed: 128.95] [added: 111.20] | ​ | | [removed: 143.39] [added: 107.06] | ​ | | [removed: 138.06] [added: 112.22] | ​ | | [removed: 144.71] [added: 162.93] | ​ | [added: ​] | [removed: 210.09] [added: 135.08] | ​ |

| (1) | $100 invested on September [removed: 30, 2016] [added: 29, 2017] in TE Connectivity Ltd.’s common shares and in indexes. Indexes calculated on month-end basis. |

The following table presents information about our purchases of our common shares during the quarter ended September [removed: 24, 2021:][added: 30, 2022:]

| (1) | These columns include the following transactions which occurred during the quarter ended September [removed: 24, 2021:] [added: 30, 2022:] |

| | (i) | the acquisition of [removed: 6,720] [added: 5,189] 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 [removed: 2,180,200] [added: 2,727,100] common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007. |

| TE Connectivity Ltd. | ​ | $ | 100.00 | ​ | $ | 107.74 | ​ | $ | 116.07 | ​ | $ | 121.96 | ​ | $ | 187.03 | ​ | $ | 145.46 | ​ |

| S&P 500 Index | ​ | | 100.00 | ​ | | 117.91 | ​ | | 122.30 | ​ | | 138.81 | ​ | | 190.29 | ​ | ​ | 155.55 | ​ |

Dividends

Future dividends on our common shares, if any, must be approved by our shareholders.

In exercising their discretion to recommend to the shareholders that such dividends be approved, our board of directors will consider our results of operations, cash requirements and surplus, financial condition, statutory requirements of applicable law, contractual restrictions, and other factors that they may deem relevant.

| June 25–July 22, 2022 | ​ | 602,818 | ​ | $ | 114.66 | ​ | 602,600 | ​ | $ | 1,949,678,000 | ​ |

| July 23–August 26, 2022 | | 920,046 | ​ | | 132.46 | | 915,800 | ​ | | 1,828,380,436 | ​ |

| August 27–September 30, 2022 | | 1,209,425 | ​ | | 121.56 | | 1,208,700 | ​ | | 1,681,457,030 | ​ |

| Total | | 2,732,289 | ​ | ​ | 123.71 | | 2,727,100 | ​ | | | ​ |

| TE Connectivity Ltd. | ​ | $ | 100.00 | ​ | $ | 131.73 | ​ | $ | 141.92 | ​ | $ | 152.90 | ​ | $ | 160.65 | ​ | $ | 246.37 | ​ |

| S&P 500 Index | ​ | | 100.00 | ​ | | 118.61 | ​ | | 139.85 | ​ | | 145.06 | ​ | | 164.64 | ​ | | 225.71 | ​ |

| June 26–July 23, 2021 | ​ | 611,573 | ​ | $ | 136.20 | ​ | 611,200 | ​ | $ | 1,820,911,579 | ​ |

| July 24–August 27, 2021 | | 682,093 | ​ | | 148.58 | | 677,000 | ​ | | 1,720,315,363 | ​ |

| August 28–September 24, 2021 | | 893,254 | ​ | | 145.27 | | 892,000 | ​ | | 1,590,735,387 | ​ |

| Total | | 2,186,920 | ​ | $ | 143.76 | | 2,180,200 | ​ | | | ​ |

Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Annual Report, particularly in [removed: “Risk Factors” and “Forward-Looking Information.”][added: “Part I.]

Discussion of our financial condition and results of operations for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020] [added: 2021] is presented below.

Discussion of our financial condition and results of operations for fiscal [removed: 2020] [added: 2021] compared to fiscal [removed: 2019] [added: 2020] can be found in “Part II.

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 [removed: 25, 2020.][added: 24, 2021.]

The following discussion includes organic net sales growth [removed: (decline)] which is a non-GAAP financial measure.

Summary of Fiscal [removed: 2021] [added: 2022] Performance

| | ● | Our fiscal [removed: 2021] [added: 2022] net sales increased [removed: 22.6%] [added: 9.1%] from fiscal [removed: 2020] [added: 2021] levels due to sales increases in the [removed: Transportation] [added: Communications] Solutions and [removed: Communications] [added: Industrial] Solutions [removed: segments,] [added: segments] and, to a lesser degree, the [removed: Industrial] [added: Transportation] Solutions segment. On an organic basis, our net sales increased [removed: 18.2%] [added: 12.1%] in fiscal [removed: 2021] [added: 2022] as compared to fiscal [removed: 2020. In fiscal 2020, our net sales included significant, unfavorable impacts from the COVID-19 pandemic.] [added: 2021.] |

| | ● | _Industrial Solutions_—Our net sales increased [removed: 3.5%] [added: 17.6%] primarily as a result of sales increases in the industrial equipment end [removed: market, partially offset by declines in the aerospace, defense, oil, and gas end] market. |

| | ● | _Communications Solutions_—Our net sales increased [removed: 30.4%] [added: 20.8%] due [added: primarily] to sales increases in [removed: both] the [removed: appliances and the] data and devices end [removed: markets.] [added: market.] |

| | ● | During fiscal [removed: 2021,] [added: 2022,] our shareholders approved a dividend payment to shareholders of [removed: $2.00] [added: $2.24] per share, payable in four equal quarterly installments of [removed: $0.50] [added: $0.56] beginning in the third quarter of fiscal [removed: 2021] [added: 2022] and ending in the second quarter of fiscal [removed: 2022.] [added: 2023.] |

| | ● | Net cash provided by continuing operating activities was [removed: $2,676] [added: $2,468] million in fiscal [removed: 2021.] [added: 2022.] |

The pandemic had a [removed: significant,] negative impact on [added: certain of] our [removed: sales and operating results during] [added: businesses in] fiscal [removed: 2020] [added: 2021] and continued to [removed: negatively affect] [added: impact] certain of our [removed: businesses] [added: operations] in [added: China for a period of time in] fiscal [removed: 2021.][added: 2022.]

[removed: We] [added: 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 [removed: sales and operating results] [added: businesses globally] in the near term.

[removed: Although we do not expect the COVID-19 pandemic to have a significant impact on our sales and operating results in the near term,] [added: However,] it may have a negative impact on our financial condition and results of operations in future periods.

[removed: These include] [added: Also, we have taken and continue to focus on actions to manage costs, including] restructuring and other cost reduction [removed: initiatives,] [added: initiatives] such as reducing discretionary [removed: spending,][added: spending and travel.]

In the first quarter of fiscal [removed: 2022,] [added: 2023,] we expect our net sales to be approximately [removed: $3.7] [added: $3.75] billion as compared to [removed: $3.5] [added: $3.8] billion in the first quarter of fiscal [removed: 2021.][added: 2022.]

| | ● | _Transportation [removed: Solutions_—We expect our] [added: Solutions_—Our] net sales [removed: to decrease] [added: increased 2.7% with sales increases] in the automotive [added: and commercial transportation] end [removed: market as a result of declines in global automotive production. We expect content growth to] [added: markets,] partially offset [removed: the impact of the production decline. We expect our net] [added: by] sales [removed: to increase] [added: declines] in the [removed: commercial transportation and] sensors end [removed: markets.] [added: market.] |

We expect diluted earnings per share from continuing operations to be approximately [removed: $1.50] [added: $1.31] per share in the first quarter of fiscal [removed: 2022.][added: 2023.]

This outlook reflects the negative impact of foreign currency exchange rates on net sales [added: and earnings per share] of approximately [removed: $19] [added: $400] million [added: and $0.19 per share, respectively,] in the first quarter of fiscal [removed: 2022] [added: 2023] as compared to the same period of fiscal [removed: 2021.][added: 2022.]

[removed: The above] [added: Also, this] outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels.

We are monitoring the current [removed: macroeconomic environment, including any continued impacts from the COVID-19 pandemic,] [added: environment] and its potential effects on our customers and the end markets we serve.

Additionally, we are managing our capital resources and monitoring capital availability to ensure that we have sufficient resources to fund [added: our] future capital needs.

[removed: During fiscal 2021, we] [added: We] acquired four businesses for a combined cash purchase price of $422 million, net of cash [removed: acquired.][added: acquired, during fiscal 2021.]

We acquired [removed: five businesses, including First Sensor AG (“First Sensor”),] [added: four businesses] for a combined cash purchase price of [removed: $336] [added: $422] million, net of cash acquired, during fiscal [removed: 2020.][added: 2021.]

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

See Note [removed: 5] [added: 4] to the Consolidated Financial Statements for additional information regarding acquisitions.

| Transportation Solutions | ​ | ​ | $ | [removed: 8,974] [added: 9,219] | | [removed: 60] [added: 56] | % | $ | [removed: 6,845] [added: 8,974] | | [removed: 56] [added: 60] | % | ​ |

| Industrial Solutions | ​ | ​ | | [removed: 3,844] [added: 4,520] | | [removed: 26] [added: 28] | ​ | | [removed: 3,713] [added: 3,844] | | [removed: 31] [added: 26] | ​ | ​ |

| Communications Solutions | ​ | ​ | | [removed: 2,105] [added: 2,542] | | [removed: 14] [added: 16] | ​ | | [removed: 1,614] [added: 2,105] | | [removed: 13] [added: 14] | ​ | ​ |

| Total | ​ | ​ | $ | [removed: 14,923] [added: 16,281] | | 100 | % | $ | [removed: 12,172] [added: 14,923] | | 100 | % | ​ |

| ​ | ​ | Change in Net Sales for Fiscal [removed: 2021] [added: 2022] versus Fiscal [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | ​ |

Net sales increased [removed: $2,751] [added: $1,358] million, or [removed: 22.6%,] [added: 9.1%,] in fiscal [removed: 2021] [added: 2022] as compared to fiscal [removed: 2020.][added: 2021.]

The increase in net sales resulted [removed: primarily] from organic net sales growth of [removed: 18.2%] [added: 12.1%] and [added: net sales contributions of 1.9% from acquisitions and divestitures, partially offset by] the [removed: positive] [added: negative] impact of foreign currency translation of [removed: 3.6%] [added: 4.9%] due to the [removed: strengthening] [added: weakening] of certain foreign currencies.

Net Sales by Geographic Region. Our business operates in three geographic [removed: regions—EMEA, Asia–Pacific,] [added: regions—Asia–Pacific, EMEA,] and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates.

We sell our products into approximately 140 countries, and approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in fiscal [removed: 2021.][added: 2022.]

The percentage of net sales in fiscal [removed: 2021] [added: 2022] by major currencies invoiced was as follows:

| U.S. dollar | | [removed: 39] [added: 43] | % | ​ |

| Euro | | [removed: 32] [added: 29] | ​ | ​ |

| All others | | [removed: 7] [added: 6] | ​ | ​ |

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

Risk Factors” and “Forward-Looking Information.”

| | ● | Fiscal 2022 included an additional week which contributed $306 million in net sales. |

Economic Conditions

Our business and operating results have been and will continue to be affected by worldwide economic conditions.

The global economy has been impacted by the COVID-19 pandemic and the military conflict between Russia and Ukraine as well as supply chain disruptions and inflationary cost pressures.

See “Russia-Ukraine Military Conflict” and “COVID-19 Pandemic” for additional information.

Our business operates globally and changes in foreign currency exchange rates may have a significant impact on our results.

Foreign currency translation negatively impacted our net sales by $723 million in fiscal 2022 as compared to fiscal 2021.

We expect translation to continue to have a negative impact on our operating results in fiscal 2023.

We expect translation to negatively impact our net sales by approximately $1 billion in fiscal 2023 as compared to fiscal 2022 as a result of continued strength of the U.S. dollar against other currencies.

As a result of inflationary pressure, we have implemented price increases for a number of our products.

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 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 disruptions resulting from the conflict have not been material 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 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.

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 the near term.

| ​ | | | 2022 | | | | | 2021 | | | | | |

| Transportation Solutions | ​ | $ | 245 | | 2.7 | % | $ | 727 | | 8.1 | % | $ | (482) | ​ | $ | — | ​ |

| Industrial Solutions | ​ | | 676 | | 17.6 | ​ | | 638 | | 16.6 | ​ | | (187) | ​ | | 225 | ​ |

| Communications Solutions | ​ | | 437 | | 20.8 | ​ | | 438 | | 20.8 | ​ | | (54) | ​ | | 53 | ​ |

| Total | ​ | $ | 1,358 | | 9.1 | % | $ | 1,803 | | 12.1 | % | $ | (723) | ​ | $ | 278 | ​ |

In fiscal 2022, pricing actions positively affected organic net sales by $509 million.

Fiscal 2022 included an additional week which contributed $306 million in net sales.

The impact of the additional week was estimated using an average sales figure for the fourth quarter of the fiscal year.

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

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

| ​ | | | 2022 | | | | | 2021 | | | | ​ | |

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

| Asia–Pacific | ​ | $ | 397 | | 7.4 | % | $ | 543 | | 10.1 | % | $ | (200) | ​ | $ | 54 | ​ |

| EMEA | ​ | ​ | 236 | | 4.3 | ​ | ​ | 595 | | 10.9 | ​ | ​ | (520) | ​ | ​ | 161 | ​ |

| Americas | ​ | | 725 | | 17.8 | ​ | | 665 | | 16.3 | ​ | | (3) | ​ | | 63 | ​ |

| Total | ​ | $ | 1,358 | | 9.1 | % | $ | 1,803 | | 12.1 | % | $ | (723) | ​ | $ | 278 | ​ |

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

| | (1) | Fiscal 2022 included an additional week. | |

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

| | ● | _Transportation Solutions_—Our net sales increased 31.1% with sales increases in all end markets. |

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.

In response to the pandemic and resulting economic environment, we have taken and continue to focus on actions to manage costs.

capital expenditures, and travel.

This increase is the result of sales growth in the Industrial Solutions and Communications Solutions segments, partially offset by sales declines in the Transportation Solution segment.

Additional information regarding expectations for our reportable segments is as follows:

| | ● | _Industrial Solutions_—We expect our net sales increase to be driven by growth in the industrial equipment end market and, to a lesser degree, the medical and energy end markets. |

| | ● | _Communications Solutions_—We expect our net sales to increase in both the data and devices and the appliances end markets. |

We have taken actions to manage costs and will continue to closely manage our costs in line with economic conditions.

| ​ | | | 2021 | | | | | 2020 | | | | | |

| Transportation Solutions | ​ | $ | 2,129 | | 31.1 | % | $ | 1,739 | | 25.1 | % | $ | 301 | ​ | $ | 89 | ​ |

| Industrial Solutions | ​ | | 131 | | 3.5 | ​ | | 49 | | 1.3 | ​ | | 93 | ​ | | (11) | ​ |

| Communications Solutions | ​ | | 491 | | 30.4 | ​ | | 441 | | 27.2 | ​ | | 50 | ​ | | — | ​ |

| Total | ​ | $ | 2,751 | | 22.6 | % | $ | 2,229 | | 18.2 | % | $ | 444 | ​ | $ | 78 | ​ |

The significant, unfavorable impacts from the COVID-19 pandemic were included in our net sales in fiscal 2020.

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

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

| ​ | | 2021 | | | | | 2020 | | | | ​ | |

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

| EMEA | ​ | $ | 1,251 | | 29.6 | % | $ | 902 | | 21.1 | % | $ | 278 | ​ | $ | 71 | ​ |

| Asia–Pacific | ​ | | 1,128 | | 26.6 | ​ | | 924 | | 21.6 | ​ | | 214 | ​ | | (10) | ​ |

| Americas | ​ | | 372 | | 10.0 | ​ | | 403 | | 10.9 | ​ | | (48) | ​ | | 17 | ​ |

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

Cost of sales and gross margin are subject to variability in raw material prices.

As markets recover from the COVID-19 pandemic, increases in consumer demand have led to shortages and price increases in some of our input materials.

| Impairment of goodwill | ​ | ​ | — | ​ | ​ | 900 | ​ | ​ | (900) | ​ |

These actions were due in part to the COVID-19 pandemic.

We incurred net restructuring charges of $208 million and $257 million in fiscal 2021 and 2020, respectively.

Impairment of Goodwill. During fiscal 2020, we recorded a goodwill impairment charge of $900 million related to the Sensors reporting unit in our Transportation Solutions segment.

| ​ | | 2021 | | | 2020 | | |

| ​ | ​ | | 34 | ​ | | 40 | ​ |

| Impairment of goodwill | ​ | ​ | — | ​ | ​ | 900 | ​ |

Other Income (Expense). See Note 15 to the Consolidated Financial Statements for information regarding net other income (expense) associated with our retirement plans, including a $28 million charge related to the transfer of certain U.S. pension plan liabilities to an insurance company through the purchase of a group annuity contract in fiscal 2021.

| ​ | | 2021 | | | | | 2020 | | | | | |

| Automotive | ​ | $ | 1,476 | | 30.1 | % | $ | 1,243 | | 25.0 | % | $ | 233 | | $ | — | ​ |

| Commercial transportation | ​ | | 416 | | 39.6 | ​ | | 377 | | 35.2 | ​ | | 39 | ​ | | — | ​ |

| Sensors | ​ | | 237 | | 26.6 | ​ | | 119 | | 13.4 | ​ | | 29 | ​ | | 89 | ​ |

| Total | ​ | $ | 2,129 | | 31.1 | % | $ | 1,739 | | 25.1 | % | $ | 301 | ​ | $ | 89 | ​ |

In fiscal 2020, our net sales included significant, unfavorable impacts from the COVID-19 pandemic.

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: 24, 2021.][added: 30, 2022.]

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: 24, 2021.][added: 30, 2022.]

Based on this evaluation, management concluded our internal control over financial reporting was effective as of September [removed: 24, 2021.][added: 30, 2022.]

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: 24, 2021,] [added: 30, 2022,] which is included in this Annual Report.

During the quarter ended September [removed: 24, 2021,] [added: 30, 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.

Information concerning directors, executive officers, and corporate governance may be found under the captions “Agenda Item No. 1—Election of Directors,” “Nominees for Election,” “Corporate Governance,” “The Board of Directors and Board Committees,” and “Executive Officers” in our definitive proxy statement for our [removed: 2022] [added: 2023] Annual General Meeting of Shareholders (the [removed: “2022] [added: “2023] Proxy Statement”), which will be filed with the SEC within 120 days after the close of our fiscal year.

The information in the [removed: 2022] [added: 2023] Proxy Statement under the caption “Delinquent Section 16(a) Reports” is incorporated herein by reference.

Information concerning executive compensation may be found under the captions “Compensation Discussion and Analysis,” “Management Development and Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” “Executive Officer Compensation,” and “Compensation of Non-Employee Directors” in our [removed: 2022] [added: 2023] Proxy Statement.

The information in our [removed: 2022] [added: 2023] Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

The following table provides information as of fiscal year end [removed: 2021] [added: 2022] with respect to common shares issuable under our equity compensation plans:

| Equity compensation plans [added: not] approved by security [removed: holders(1)] [added: holders(2)] | ​ | [removed: 6,330,436] [added: 624,434] | ​ | [removed: $] | [removed: 89.04] [added: 81.18] | ​ | [removed: 17,581,095] [added: —] | ​ |

| Equity compensation plans [removed: not] approved by security [removed: holders(2)] [added: holders(1)] | ​ | [removed: 945,520] [added: 6,695,144] | ​ | [added: $] | [removed: 79.81] [added: 101.97] | ​ | [removed: —] [added: 15,161,811] | ​ |

| (4) | Includes securities remaining available for future issuance under the 2007 Plan, the Tyco Electronics Limited Savings Related Plan, and the Employee Stock Purchase Plan. The 2007 Plan applies a weighting of 1.80 to outstanding nonvested restricted, performance, deferred share units, and other share-based awards. The remaining shares issuable under the 2007 Plan and the Tyco Electronics Limited Savings Plan are increased by forfeitures and cancellations, among other factors. Amounts include [removed: 912,437] [added: 885,786] shares remaining available for issuance under our Tyco Electronics Limited Savings Related Share Plan and [removed: 4,178,752] [added: 3,822,731] shares remaining available for issuance under our Employee Stock Purchase Plan. |

| Total | ​ | 7,319,578 | ​ | | | ​ | 15,161,811 | ​ |

| Total | ​ | 7,275,956 | ​ | | | ​ | 17,581,095 | ​ |

The information in our [removed: 2022] [added: 2023] Proxy Statement under the captions “Corporate Governance,” “The Board of Directors and Board Committees,” and “Certain Relationships and Related Transactions” is incorporated herein by reference.

The information in our [removed: 2022] [added: 2023] Proxy Statement under the caption “Agenda Item No. 7—Election of Auditors—Agenda Item No. 7.1” is incorporated herein by reference.

[removed: See] Item 8.

| | 2. | Financial Statement Schedule. See [added: “Part II.] Item 8. [added: Financial Statements and Supplementary Data”] |

| Number | | Description | | Form | | Exhibit | | [removed: Filing Date] [added: Date Filed with the SEC] |

| 3.1 | ​ | [Articles of Association of TE Connectivity Ltd., as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/0001385157/000110465921069874/tm2116293d1_ex3-1.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/1385157/000110465922062886/tm2215201d1_ex3-1.htm)] | ​ | Current Report on Form 8-K | ​ | 3.1 | ​ | May [removed: 20, 2021] [added: 19, 2022] |

| 4.1 | * | [Description of Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex4d1.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex4d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 4.2(a) | ​ | [Indenture among Tyco Electronics Group S.A., Tyco Electronics Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated [removed: as of] September 25, 2007](http://www.sec.gov/Archives/edgar/data/1385157/000104746907010039/a2180783zex-4_1a.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 28, 2007 | ​ | 4.1(a) | ​ | December 14, 2007 |

| 4.2(b) | ​ | [Third Supplemental Indenture among Tyco Electronics Group S.A., Tyco Electronics Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated [removed: as of] September 25, 2007](http://www.sec.gov/Archives/edgar/data/1385157/000104746907010039/a2180783zex-4_1d.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 28, 2007 | ​ | 4.1(d) | ​ | December 14, 2007 |

| 4.2(c) | ​ | [Tenth Supplemental Indenture among Tyco Electronics Group S.A., TE Connectivity Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated [removed: as of] July 31, 2014](http://www.sec.gov/Archives/edgar/data/1385157/000110465914055474/a14-18007_1ex4d2.htm) | ​ | Current Report on Form 8-K | ​ | 4.2 | ​ | July 31, 2014 |

| 4.2(d) | ​ | [Twelfth Supplemental Indenture among Tyco Electronics Group S.A., TE Connectivity Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated [removed: as of] February 27, 2015](http://www.sec.gov/Archives/edgar/data/1385157/000110465915014710/a15-5387_1ex4d1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | February 27, 2015 |

| 4.2(e) | ​ | [Thirteenth Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated [removed: as of] January 28, 2016](http://www.sec.gov/Archives/edgar/data/1385157/000110465916092177/a16-2819_4ex4d1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | January 28, 2016 |

| 4.2(f) | ​ | [Fourteenth Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated [removed: as of] August 3, 2017](http://www.sec.gov/Archives/edgar/data/1385157/000110465917049306/a17-18835_1ex4d2.htm) | ​ | Current Report on Form 8-K | ​ | 4.2 | ​ | August 3, 2017 |

| [removed: 10.3] [added: 10.4] | [removed: ‡*] [added: ‡] | [TE Connectivity Ltd. Annual Incentive Plan (as amended and restated)](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex10d3.htm) | ​ | [added: Annual Report on Form 10-K for the fiscal year ended September 24, 2021] | ​ | [added: 10.3] | ​ | [added: November 9, 2021] |

| [removed: 10.4] [added: 10.5] | [removed: ‡*] [added: ‡] | [TE Connectivity Ltd. 2007 Stock and Incentive Plan (amended and restated as of September 17, 2020)](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex10d4.htm) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 24, 2021] | ​ | [removed: ​] [added: 10.4] | ​ | [removed: ​] [added: November 9, 2021] |

| [removed: 10.5] [added: 10.6] | [removed: ‡*] [added: ‡] | [TE Connectivity Ltd. Employee Stock Purchase Plan (amended and restated as of September 22, 2021)](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex10d5.htm) | ​ | [added: Annual Report on Form 10-K for the fiscal year ended September 24, 2021] | ​ | [added: 10.5] | ​ | [added: November 9, 2021] |

| [removed: 10.6] [added: 10.7] | ‡ | [Form of Option Award Terms and Conditions](http://www.sec.gov/Archives/edgar/data/1385157/000104746911000265/a2201621zex-10_3.htm) | ​ | Quarterly Report on Form 10-Q for the quarterly period ended December 24, 2010 | ​ | 10.3 | ​ | January 24, 2011 |

| [removed: 10.7] [added: 10.8] | ‡ | [Form of Option Award Terms and Conditions for Option Grants Beginning in November 2017](http://www.sec.gov/Archives/edgar/data/1385157/000104746917007037/a2233456zex-10_8.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 29, 2017 | ​ | 10.8 | ​ | November 14, 2017 |

| [removed: 10.8] [added: 10.9] | ‡ | [Form of Option Award Terms and Conditions for Option Grants Beginning in November 2019](https://www.sec.gov/Archives/edgar/data/1385157/000155837019010758/ex-10d8.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 27, 2019 | ​ | 10.8 | ​ | November 12, 2019 |

| [removed: 10.9] [added: 10.10] | ‡ | [Form of Option Award Terms and Conditions for Option Grants beginning in November 2020](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d1.htm) | ​ | Quarterly Report on Form 10-Q for the quarterly period ended December 25, 2020 | ​ | 10.1 | ​ | January 28, 2021 |

| [removed: 10.10] [added: 10.12] | ‡ | [Form of Restricted Stock Unit Award Terms and Conditions for RSU Grants Beginning in November [removed: 2017](http://www.sec.gov/Archives/edgar/data/1385157/000104746917007037/a2233456zex-10_10.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1385157/000155837019010758/ex-10d11.htm)] | ​ | Annual Report on Form 10-K for the fiscal year ended September [removed: 29, 2017] [added: 27, 2019] | ​ | [removed: 10.10] [added: 10.11] | ​ | November [removed: 14, 2017] [added: 12, 2019] |

| [removed: 10.11] [added: 10.15] | ‡ | [Form of [removed: Restricted] [added: Performance] Stock Unit Award Terms and Conditions for [removed: RSU Grants Beginning] [added: Performance Cycles Starting] in [removed: November 2019](https://www.sec.gov/Archives/edgar/data/1385157/000155837019010758/ex-10d11.htm)] [added: and After Fiscal Year 2019](https://www.sec.gov/Archives/edgar/data/1385157/000155837019010758/ex-10d15.htm)] | ​ | Annual Report on Form 10-K for the fiscal year ended September 27, 2019 | ​ | [removed: 10.11] [added: 10.15] | ​ | November 12, 2019 |

| [removed: 10.12] [added: 10.13] | ‡ | [Form of Restricted Stock Unit Award Terms and Conditions for RSU Grants Beginning in November 2020](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d2.htm) | ​ | Quarterly Report on Form 10-Q for the quarterly period ended December 25, 2020 | ​ | 10.2 | ​ | January 28, 2021 |

| [removed: 10.13] [added: 10.16] | ‡ | [Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in and After Fiscal Year [removed: 2018](http://www.sec.gov/Archives/edgar/data/1385157/000104746917007037/a2233456zex-10_13.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d3.htm)] | ​ | [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarterly period] ended [removed: September 29, 2017] [added: December 25, 2020] | ​ | [removed: 10.13] [added: 10.3] | ​ | [removed: November 14, 2017] [added: January 28, 2021] |

| [removed: 10.14] [added: 10.17] | [removed: ‡] [added: ‡*] | [Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in and After Fiscal Year [removed: 2019](https://www.sec.gov/Archives/edgar/data/1385157/000155837019010758/ex-10d15.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d17.htm)] | ​ | [removed: Annual Report on Form 10-K for the fiscal year ended September 27, 2019] [added: ​] | ​ | [removed: 10.15] [added: ​] | ​ | [removed: November 12, 2019] [added: ​] |

| [removed: 10.15] [added: 10.29] | ‡ | [removed: [Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in] [added: [Employment Agreement between Shad Kroeger] and [removed: After Fiscal Year 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d3.htm)] [added: TE Connectivity Corporation dated February 23, 2018](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d4.htm)] | ​ | Quarterly Report on Form 10-Q for the quarterly period ended December 25, 2020 | ​ | [removed: 10.3] [added: 10.4] | ​ | January 28, 2021 |

| [removed: 10.16] [added: 10.18] | ‡ | [TE Connectivity Change in Control Severance Plan for Certain U.S. Executives (amended and restated as of December 17, 2014)](http://www.sec.gov/Archives/edgar/data/1385157/000104746915008508/a2226440zex-10_10.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 25, 2015 | ​ | 10.10 | ​ | November 10, 2015 |

| [removed: 10.17] [added: 10.19] | ‡ | [TE Connectivity Severance Plan for U.S. Executives (amended and restated as of September 13, 2018)](http://www.sec.gov/Archives/edgar/data/1385157/000104746918007210/a2237090zex-10_15.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 28, 2018 | ​ | 10.15 | ​ | November 13, 2018 |

| [removed: 10.18] [added: 10.20] | ‡ | [Tyco Electronics Ltd. Deferred Compensation Plan for Directors](http://www.sec.gov/Archives/edgar/data/1385157/000104746907010039/a2180783zex-10_16.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 28, 2007 | ​ | 10.16 | ​ | December 14, 2007 |

| [removed: 10.19] [added: 10.21] | [removed: ‡*] [added: ‡] | [TE Connectivity Supplemental Savings and Retirement Plan (amended and restated as of January 1, 2021)](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex10d19.htm) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 24, 2021] | ​ | [removed: ​] [added: 10.19] | ​ | [removed: ​] [added: November 9, 2021] |

| [removed: 10.20] [added: 10.22] | ‡ | [TE Connectivity Ltd. Savings Related Share Plan (amended and restated as of March 14, 2018)](http://www.sec.gov/Archives/edgar/data/1385157/000110465918017464/a18-8171_1ex10d1.htm) | ​ | Current Report on Form 8-K | ​ | 10.1 | ​ | March 14, 2018 |

| [removed: 10.21] [added: 10.23] | | [Form of Indemnification Agreement](http://www.sec.gov/Archives/edgar/data/1385157/000104746916016719/a2230240zex-10_17.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 30, 2016 | ​ | 10.17 | ​ | November 15, 2016 |

| [removed: 10.22] [added: 10.24] | ‡ | [TE Connectivity Ltd. 2010 Stock and Incentive Plan (amended and restated as of March 9, 2017)](https://www.sec.gov/Archives/edgar/data/0001385157/000104746917007037/a2233456zex-10_20.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 29, 2017 | ​ | 10.20 | ​ | November 14, 2017 |

| [removed: 10.23] [added: 10.25] | ‡ | [Employment Agreement between Terrence R. Curtin and Tyco Electronics Corporation dated December 15, 2015](http://www.sec.gov/Archives/edgar/data/1385157/000110465915085225/a15-25089_1ex10d2.htm) | ​ | Current Report on Form 8-K | ​ | 10.2 | ​ | December 16, 2015 |

| [removed: 10.24] [added: 10.26] | ‡ | [Employment Agreement between Steven T. Merkt and Tyco Electronics Corporation dated December 15, 2015](http://www.sec.gov/Archives/edgar/data/1385157/000110465915085225/a15-25089_1ex10d6.htm) | ​ | Current Report on Form 8-K | ​ | 10.6 | ​ | December 16, 2015 |

| [removed: 10.25] [added: 10.27] | ‡ | [Employment Agreement between Heath A. Mitts and Tyco Electronics Corporation dated September 30, 2016](http://www.sec.gov/Archives/edgar/data/1385157/000110465916148016/a16-19260_1ex10d1.htm) | ​ | Current Report on Form 8-K | ​ | 10.1 | ​ | October 3, 2016 |

| [removed: 10.26] [added: 10.28] | ‡ | [Employment Agreement between John S. Jenkins and Tyco Electronics Corporation dated December 15, 2015](http://www.sec.gov/Archives/edgar/data/1385157/000104746918000394/a2234312zex-10_1.htm) | ​ | Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2017 | ​ | 10.1 | ​ | January 24, 2018 |

| [removed: 10.28] [added: 10.30] | ​ | [Credit Support Agreement dated November 2, 2018 by and between Tyco Electronics Group S.A. and Crown Subsea Communications Holding, Inc.](https://www.sec.gov/Archives/edgar/data/1385157/000155837019010758/ex-10d28.htm) | ​ | Annual Report on Form 10-K for the fiscal year ended September 27, 2019 | ​ | 10.28 | ​ | November 12, 2019 |

| 21.1 | * | [Subsidiaries of TE Connectivity [removed: Ltd.](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex21d1.htm)] [added: Ltd.](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex21d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 22.1 | * | [Guaranteed [removed: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex22d2.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex22d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

See “Part II.

Financial Statements and Supplementary Data”

| Number | | Description | | Form | | Exhibit | | Date Filed with the SEC |

| 4.2(i) | ​ | [Eighteenth Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsch Bank Trust Company Americas, as trustee, dated February 4, 2022](https://www.sec.gov/Archives/edgar/data/1385157/000110465922011790/tm224827d4_ex4-1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | February 4, 2022 |

| 10.3 | * | [Second Amendment to Amended and Restated Credit Agreement, dated as of October 14, 2022, by and among Tyco Electronics Group S.A., as borrower, TE Connectivity Ltd., as parent guarantor, the lenders party thereto and Bank of America, N.A., as administrative agent](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d3.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

| Number | | Description | | Form | | Exhibit | | Date Filed with the SEC |

| 10.11 | ‡* | [Form of Option Award Terms and Conditions for Option Grants beginning in November 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d11.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

| 10.14 | ‡* | [Form of Restricted Stock Unit Award Terms and Conditions for RSU Grants Beginning in November 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d14.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

| Number | | Description | | Form | | Exhibit | | Date Filed with the SEC |

| | ​ | | ​ | | ​ | | ​ | |

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

| Exhibit | ​ | ​ | ​ | Incorporated by Reference Herein | | | | |

| Number | | Description | | Form | | Exhibit | | Date Filed with the SEC |

| 10.27 | ‡ | [Employment Agreement between Shad Kroeger and TE Connectivity Corporation dated February 23, 2018](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d4.htm) | ​ | Quarterly Report on Form 10-Q for the quarterly period ended December 25, 2020 | ​ | 10.4 | ​ | January 28, 2021 |

Date: November [removed: 9, 2021][added: 15, 2022]

| /s/ Terrence R. Curtin | | | ​ | Chief Executive Officer and Director | | | ​ | November [removed: 9, 2021] [added: 15, 2022] | | |

| Heath A. Mitts | | | ​ | Chief Financial Officer, and Director | | | ​ | November [removed: 9, 2021] [added: 15, 2022] | | |

| Robert J. Ott | | | ​ | Corporate Controller | | | ​ | November [removed: 9, 2021] [added: 15, 2022] | | |

| * | | | ​ | Director | | | ​ | November [removed: 9, 2021] [added: 15, 2022] | | |

| [Reports of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) [added: (PCAOB ID No. 34)] | | [removed: 54] [added: 53] |

| [Consolidated Statements of Operations for the Fiscal Years Ended September [added: 30, 2022, September] 24, 2021, [removed: September 25, 2020,] and September [removed: 27, 2019](#CONSOLIDATEDSTATEMENTSOFOPERATIONS_80060)] [added: 25, 2020](#CONSOLIDATEDSTATEMENTSOFOPERATIONS_80060)] | ​ | [removed: 58] [added: 56] |

| [Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended September [added: 30, 2022, September] 24, 2021, [removed: September 25, 2020,] and September [removed: 27, 2019](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] [added: 25, 2020](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] | ​ | [removed: 59] [added: 57] |

| [Consolidated Balance Sheets as of September [removed: 24, 2021] [added: 30, 2022] and September [removed: 25, 2020](#CONSOLIDATEDBALANCESHEETS_690499)] [added: 24, 2021](#CONSOLIDATEDBALANCESHEETS_690499)] | ​ | [removed: 60] [added: 58] |

| [Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September [added: 30, 2022, September] 24, 2021, [removed: September 25, 2020,] and September [removed: 27, 2019](#CONSOLIDATEDSTATEMENTSOFSHAREHOLDERSEQUI)] [added: 25, 2020](#CONSOLIDATEDSTATEMENTSOFSHAREHOLDERSEQUI)] | ​ | [removed: 61] [added: 59] |

| [Consolidated Statements of Cash Flows for the Fiscal Years Ended September [added: 30, 2022, September] 24, 2021, [removed: September 25, 2020,] and September [removed: 27, 2019](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_2618)] [added: 25, 2020](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_2618)] | ​ | [removed: 62] [added: 60] |

| [Notes to Consolidated Financial Statements](#a1BasisofPresentation_820583) | ​ | [removed: 63] [added: 61] |

| [Schedule II—Valuation and Qualifying Accounts](#SCHEDULEIIVALUATIONANDQUALIFYINGACCOUNTS) | ​ | [removed: 102] [added: 99] |

We have audited the accompanying consolidated balance sheets of TE Connectivity Ltd. and subsidiaries (the "Company") as of September [removed: 24, 2021] [added: 30, 2022] and September [removed: 25, 2020,] [added: 24, 2021,] the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows, for each of the three years in the period ended September [removed: 24, 2021,] [added: 30, 2022,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September [removed: 24, 2021] [added: 30, 2022] and September [removed: 25, 2020,] [added: 24, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended September [removed: 24, 2021,] [added: 30, 2022,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September [removed: 24, 2021,] [added: 30, 2022,] based on criteria established in _Internal Control — Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November [removed: 9, 2021,] [added: 15, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Income Taxes — Realizability of Deferred Tax Assets — Refer to Notes 2 and [removed: 16] [added: 15] to the financial statements

[removed: Management has determined that it is more likely than not that sufficient taxable income will be generated in the future to] realize a portion of its deferred tax assets, and therefore, a valuation allowance of [removed: $2.7] [added: $7.1] billion has been recorded to offset the Company’s gross deferred tax assets as of September [removed: 24, 2021] [added: 30, 2022] of [removed: $5.3] [added: $9.8] billion.

| | • | With the assistance of our income tax [removed: and other] specialists, we evaluated (1) the appropriateness of qualifying tax planning strategies, including that they were prudent, feasible and would more likely than not result in the realization of deferred tax assets and (2) management’s assessment that sufficient taxable income will be generated in the future to realize a portion of the deferred tax assets prior to expiration. |

[removed: November 9, 2021][added: | ​ | | 2021 | | |]

We have audited the internal control over financial reporting of TE Connectivity Ltd. and subsidiaries (the “Company”) as of September [removed: 24, 2021,] [added: 30, 2022,] based on criteria established in _Internal Control—Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September [removed: 24, 2021,] [added: 30, 2022,] based on criteria established in _Internal Control—Integrated Framework (2013)_ issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the fiscal year ended September [removed: 24, 2021,] [added: 30, 2022,] of the Company and our report dated November [removed: 9, 2021] [added: 15, 2022] expressed an unqualified opinion on those financial statements.

Fiscal Years Ended September [added: 30, 2022, September] 24, 2021, [removed: September 25, 2020,] and September [removed: 27, 2019][added: 25, 2020]

| ​ | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net sales | ​ | $ | [removed: 14,923] [added: 16,281] | ​ | $ | [removed: 12,172] [added: 14,923] | ​ | $ | [removed: 13,448] [added: 12,172] | ​ |

| Cost of sales | ​ | | [removed: 10,036] [added: 11,037] | ​ | | [removed: 8,437] [added: 10,036] | ​ | | [removed: 9,054] [added: 8,437] | ​ |

| Gross margin | ​ | | [removed: 4,887] [added: 5,244] | ​ | | [removed: 3,735] [added: 4,887] | ​ | | [removed: 4,394] [added: 3,735] | ​ |

| Selling, general, and administrative expenses | ​ | ​ | [removed: 1,512] [added: 1,584] | ​ | ​ | [removed: 1,392] [added: 1,512] | ​ | ​ | [removed: 1,490] [added: 1,392] | ​ |

| Research, development, and engineering expenses | ​ | ​ | [removed: 677] [added: 718] | ​ | ​ | [removed: 613] [added: 677] | ​ | ​ | [removed: 644] [added: 613] | ​ |

| Acquisition and integration costs | ​ | ​ | [removed: 31] [added: 45] | ​ | ​ | [removed: 36] [added: 31] | ​ | ​ | [removed: 27] [added: 36] | ​ |

| Restructuring and other charges, net | ​ | ​ | [removed: 233] [added: 141] | ​ | ​ | [removed: 257] [added: 233] | ​ | ​ | [removed: 255] [added: 257] | ​ |

| Impairment of goodwill | ​ | ​ | — | ​ | ​ | [removed: 900] [added: —] | ​ | ​ | [removed: —] [added: 900] | ​ |

| Operating income | ​ | ​ | [removed: 2,434] [added: 2,756] | ​ | ​ | [removed: 537] [added: 2,434] | ​ | ​ | [removed: 1,978] [added: 537] | ​ |

| Interest income | ​ | ​ | [removed: 17] [added: 15] | ​ | ​ | [removed: 15] [added: 17] | ​ | ​ | [removed: 19] [added: 15] | ​ |

| Interest expense | ​ | ​ | [removed: (56)] [added: (66)] | ​ | ​ | [removed: (48)] [added: (56)] | ​ | ​ | [removed: (68)] [added: (48)] | ​ |

| Other income (expense), net | ​ | ​ | [removed: (17)] [added: 28] | ​ | ​ | [removed: 20] [added: (17)] | ​ | ​ | [removed: 2] [added: 20] | ​ |

| * | | | ​ | Director | | | ​ | November 15, 2022 | | |

| * | | | ​ | Director | | | ​ | November 15, 2022 | | |

| * | | | ​ | Director | | | ​ | November 15, 2022 | | |

| Syaru Shirley Lin | | | ​ | | | | ​ | | | |

| * | | | ​ | Director | | | ​ | November 15, 2022 | | |

| * | | | ​ | Director | | | ​ | November 15, 2022 | | |

| * | | | ​ | Director | | | ​ | November 15, 2022 | | |

| * | | | ​ | Director | | | ​ | November 15, 2022 | | |

| * | | | ​ | Director | | | ​ | November 15, 2022 | | |

| * | | | ​ | Director | | | ​ | November 15, 2022 | | |

Management has determined that it is more likely than not that sufficient taxable income will be generated in the future to

November 15, 2022

November 15, 2022

Fiscal Years Ended September 30, 2022, September 24, 2021, and September 25, 2020

| ​ | | 2022 | | | 2021 | | |

Fiscal Years Ended September 30, 2022, September 24, 2021, and September 25, 2020

| Net income | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,428 | ​ | ​ | — | ​ | ​ | 2,428 | ​ |

| Dividends | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (714) | ​ | ​ | — | ​ | ​ | (714) | ​ |

| Balance at fiscal year end 2022 | | 331 | ​ | $ | 146 | | (13) | ​ | $ | (1,681) | ​ | $ | — | ​ | $ | 12,832 | ​ | $ | (495) | ​ | $ | 10,802 | ​ |

Fiscal Years Ended September 30, 2022, September 24, 2021, and September 25, 2020

Revenue is measured as the amount of consideration that we

Recently Issued Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update No. 2022-04 to enhance transparency and introduce new disclosures related to a buyer’s use of supplier finance programs.

This update is effective for us in the first quarter of fiscal 2024.

We are currently assessing the impact of adopting the update, but do not expect adoption to have a material impact on our Consolidated Financial Statements.

| Restructuring charges, net | ​ | ​ | 137 | ​ | ​ | 208 | ​ | ​ | 257 | ​ |

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

| Total | ​ | ​ | — | ​ | ​ | 161 | ​ | ​ | — | ​ | ​ | (16) | ​ | ​ | (33) | ​ | ​ | (3) | ​ | ​ | 109 | ​ |

| Total fiscal 2022 activity | ​ | $ | 304 | ​ | $ | 183 | ​ | $ | (30) | ​ | $ | (160) | ​ | $ | (37) | ​ | $ | (32) | ​ | $ | 228 | ​ |

| Employee severance | ​ | | 261 | ​ | ​ | 7 | ​ | ​ | (26) | ​ | ​ | (153) | ​ | ​ | — | ​ | ​ | 4 | ​ | ​ | 93 | ​ |

| Facility and other exit costs | ​ | | 3 | ​ | ​ | 17 | ​ | ​ | — | ​ | ​ | (18) | ​ | ​ | — | ​ | ​ | 2 | ​ | ​ | 4 | ​ |

| Total | ​ | | 264 | ​ | | 33 | ​ | | (26) | ​ | | (171) | ​ | | (9) | ​ | | 6 | ​ | | 97 | ​ |

In connection with this program, during fiscal 2022, we recorded restructuring and related charges of $161 million.

| Total | ​ | $ | 185 | ​ | $ | 161 | ​ | $ | 24 | ​ |

We expect additional charges related to fiscal 2021 actions to be insignificant.

| ​ | ​ | Cumulative | | ​ |

| Total | ​ | $ | 197 | ​ |

We expect that any additional charges related to fiscal 2020 actions will be insignificant.

| ​ | | 2022 | | | 2021 | | |

During fiscal 2022, we finalized the purchase price allocation, which included the recognition of $25 million of cash acquired, and the associated goodwill was reduced.

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

| | | | ​ | | | | ​ | | | |

| Pierre R. Brondeau | | | ​ | ​ | | | ​ | ​ | | |

| Daniel J. Phelan | | | ​ | | | | ​ | | | |

| --- | --- |

TE CONNECTIVITY LTD.

Change in Accounting Principle

As discussed in Note 2 to the financial statements, effective September 28, 2019, the Company adopted Financial Accounting Standards Board Accounting Standards Update 2016-02 which codified Accounting Standards Codification 842, _Leases_, using the modified retrospective approach.

Goodwill —Sensors Reporting Unit within the Transportation Solutions Reportable Segment — Refer to Notes 2 and 8 to the financial statements

_Critical Audit Matter Description_

The Company’s evaluation of goodwill for impairment involves comparing the carrying amount of each reporting unit to its fair value on the first day of the fourth fiscal quarter or whenever the Company believes an event or other change in reporting unit structure requiring a more frequent assessment has occurred.

The Company uses the income approach based on the present value of future cash flows to estimate fair value.

The income approach is supported by guideline analyses (a market approach).

These approaches incorporate several assumptions including future growth rates, discount rates, and market activity in assessing fair value and are reporting unit specific.

The goodwill balance was $5.6 billion as of September 24, 2021, of which $0.3 billion was allocated to the Sensors reporting unit within the Transportation Solutions reportable segment.

The fair value of this reporting unit exceeded its carrying amount, therefore, no impairment was recognized.

We identified goodwill for the Sensors reporting unit as a critical audit matter because of the significant judgments made by management to estimate its fair value, especially considering the partial impairment charge recorded in the prior fiscal year and future revenue growth rates were based on an expectation of an increase in net sales in a product portfolio with limited available third-party industry reports.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenue and operating margin and the selection of discount rates.

_How the Critical Audit Matter Was Addressed in the Audit_

Our audit procedures related to the forecasts of future revenue and operating margin (the “forecasts”), and the selection of discount rates for the Sensors reporting unit included the following, among others:

| | • | We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value, such as controls related to forecasts and management’s selection of discount rates. |

| | • | We evaluated management’s ability to accurately forecast future revenue and operating margin by comparing actual results to management’s historical forecasts. |

| | • | We evaluated the reasonableness of management’s forecasts by comparing the forecasts to: |

| | – | Historical operating results of the reporting unit. |

| | – | Historical operating results of the Company’s other reporting units. |

| | – | Internal communications to management and the board of directors. |

| | – | External communications made by management to analysts and investors. |

| | – | Third-party industry reports for similar products. |

| | • | With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rates by: |

| | – | Testing the source information underlying the determination of the discount rates and the mathematical accuracy of the calculations. |

| | – | Developing a range of independent estimates and comparing those to the discount rates selected by management. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| | | | | | | | |

| Balance at fiscal year end 2018 | | 357 | ​ | $ | 157 | | (12) | ​ | $ | (1,134) | ​ | $ | — | ​ | $ | 12,114 | ​ | $ | (306) | ​ | $ | 10,831 | ​ |

| Adoption of ASU No. 2016-16 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (443) | ​ | ​ | — | ​ | ​ | (443) | ​ |

| Dividends | | — | ​ | | — | | — | ​ | | — | ​ | | — | ​ | | (613) | ​ | | — | ​ | | (613) | ​ |

| Proceeds from divestiture of discontinued operation, net of cash retained by sold operation | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 297 | ​ |

| Net cash used in investing activities | ​ | | (1,037) | ​ | | (865) | ​ | | (692) | ​ |

| Net cash used in financing activities | ​ | | (1,386) | ​ | | (1,105) | ​ | | (1,643) | ​ |