TE Connectivity (TEL) 10-K risk factor changes: FY2023 vs FY2022

| For the fiscal year ended September [removed: 30, 2022] [added: 29, 2023] | |

[removed: ][added: ]

The aggregate market value of the registrant’s common shares held by non-affiliates of the registrant was [removed: $42.6] [added: $41.3] billion as of March [removed: 25, 2022,] [added: 31, 2023,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of common shares outstanding as of November [removed: 11, 2022] [added: 9, 2023] was [removed: 317,230,563.][added: 310,779,275.]

Portions of the registrant’s Proxy Statement to be filed in connection with the registrant’s [removed: 2023] [added: 2024] annual general [added: meeting of shareholders are incorporated by reference into Part III of this Form 10-K.]

| [Item 1B.](#Item_1B_Unresolved) | [Unresolved Staff Comments](#Item_1B_Unresolved) | [removed: 19] [added: 21] |

| [Item 2.](#ITEM2PROPERTIES_247356) | [Properties](#ITEM2PROPERTIES_247356) | [removed: 20] [added: 21] |

| [Item 3.](#ITEM3LEGALPROCEEDINGS_106864) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_106864) | [removed: 20] [added: 21] |

| [Item 4.](#Item_4_Mine_Safety) | [Mine Safety Disclosures](#Item_4_Mine_Safety) | [removed: 20] [added: 22] |

| [Item 5.](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITYREL) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITYREL) | [removed: 21] [added: 23] |

| [Item 6.](#ITEM6SELECTEDFINANCIALDATA_567333) | [Reserved](#ITEM6SELECTEDFINANCIALDATA_567333) | [removed: 22] [added: 24] |

| [Item 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 22] [added: 24] |

| [Item 7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 40] [added: 43] |

| [Item 8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 41] [added: 44] |

| [Item 9.](#Item_9_Changes_In) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item_9_Changes_In) | [removed: 42] [added: 44] |

| [Item 9A.](#ITEM9ACONTROLSANDPROCEDURES) | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES) | [removed: 42] [added: 44] |

| [Item 9B.](#Item_9B_Other_Information) | [Other Information](#Item_9B_Other_Information) | [removed: 42] [added: 45] |

| [Item 9C.](#Item_9C_Disclosure_Regarding_Foreign_Jur) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item_9C_Disclosure_Regarding_Foreign_Jur) | [removed: 42] [added: 45] |

| [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [Directors, Executive Officers and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 43] [added: 46] |

| [Item 11.](#ITEM11EXECUTIVECOMPENSATION_954834) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_954834) | [removed: 43] [added: 46] |

| [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 43] [added: 46] |

| [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 44] [added: 47] |

| [Item 14.](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [Principal Accountant Fees and Services](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 44] [added: 47] |

| [Item 15.](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | [removed: 45] [added: 48] |

| [Item 16.](#Item_16_Form_10K_Summary) | [Form 10-K Summary](#Item_16_Form_10K_Summary) | [removed: 49] [added: 52] |

| [Signatures](#SIGNATURES) | | [removed: 50] [added: 53] |

| [Index to Consolidated Financial Statements](#INDEXTOCONSOLIDATEDFINANCIALSTATEMENTS_2) | | [removed: 52] [added: 55] |

_© [removed: 2022] [added: 2023] TE Connectivity Ltd. All Rights Reserved._

Fiscal [removed: 2022 was 53 weeks in length] [added: 2023, 2022,] and [added: 2021] ended on September [added: 29, 2023, September] 30, [removed: 2022; fiscal 2021 and 2020 were each 52 weeks in length] [added: 2022,] and [removed: ended on] September 24, [removed: 2021 and September 25, 2020,] [added: 2021,] respectively.

We [added: continue to] operate through three reportable segments: Transportation Solutions, Industrial Solutions, and Communications Solutions.

As of fiscal year end [removed: 2022,] [added: 2023,] we believe our three segments serve a combined market of approximately $200 billion.

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

| ​ | | [removed: 2022] [added: 2023] | | [removed: 2021] | [added: 2022] | [removed: 2020] | | [added: 2021] | [added: | |]

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

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

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

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

| | ● | _Automotive [removed: (71%] [added: (72%] 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, [removed: motor and powertrain applications, and safety and security systems. Hybrid and electronic mobility solutions include in-vehicle technologies, battery technologies, and charging solutions.] |

| | ● | _Commercial transportation [removed: (17%] [added: (16%] 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. |

| | ● | _Industrial equipment [removed: (43%] [added: (38%] 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. |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Item 1C.](#ITEM1C_CYERSECURITY) | [Cybersecurity](#ITEM1C_CYERSECURITY) | 21 |

Fiscal 2023 and 2021 were each 52 weeks in length.

Fiscal 2022 was 53 weeks in length.

Effective for fiscal 2023, we realigned certain product lines from the Industrial Solutions segment to the Communications Solutions segment.

Prior period segment results have been restated to conform to the current segment reporting structure.

See Note 20 to the consolidated financial statements for additional information.

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

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

| | | motor and powertrain applications, and safety and security systems. Hybrid and electronic mobility solutions include in-vehicle technologies, battery technologies, and charging solutions. |

tablet computers, notebooks, virtual reality, and artificial intelligence applications to help our customers meet their current challenges and future innovations.

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

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

| Total | | 100 | % | ​ | 100 | % | ​ | 100 | % | ​ |

| ​ | | 2023 | | | 2022 | | |

| Industrial Solutions | ​ | | 2,448 | ​ | | 2,432 | ​ |

| Communications Solutions | ​ | | 617 | ​ | | 885 | ​ |

In recent years, raw material prices and availability have been affected by worldwide economic conditions, including supply chain disruptions and inflationary cost pressures.

We had a participation rate of over 85% in fiscal 2023.

Our inclusion and leadership effectiveness scores were consistent with fiscal 2022 results; however, our engagement score decreased slightly.

During fiscal 2023, we undertook a human rights risk assessment to identify areas of strength and risk for our operations and value chain, and we have developed a roadmap to strengthen our human rights approach.

Our sustainability initiatives began several years ago and have continued to evolve.

continue to drive sustainability improvements.

We have also committed to near-term, company-wide emissions reductions in line with climate science and Science Based Targets initiative (“SBTi”) objectives.

We have established a number of mid-term goals and long-term ambitions including the following:

| ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | ​ | ​ | Targeted Fiscal Year | |

| ​ | | Baseline Fiscal Year | | of Achievement | ​ |

| 70%+ reduction in absolute GHG emissions for Scopes 1 and 2 | ​ | 2020 | ​ | 2030 | ​ |

| 15% reduction in hazardous waste disposed | ​ | 2021 | ​ | 2025 | ​ |

| 80% renewable electricity use in our operations | ​ | n/a | ​ | 2025 | ​ |

Also, deterioration in

These events could cause some of our operations to suffer from supply chain disruptions and potential delays in fulfilling customer orders or order cancellations altogether, lost business and sales, changing costs or availability of insurance, and/or property damage or harm to our people, each and all of which could have an adverse effect on our business operations, financial condition, and results of operations.

The COVID-19 pandemic had a global impact and resulted in business slowdowns or shutdowns, including systemic disruptions of global supply chains.

While the pandemic impacted certain aspects of our business, the extent to which the pandemic will continue to impact our business and the markets we serve will depend on future developments which may include the resurgence of the spread of the virus and variant strains of the virus as well as the success of public health advancements.

Global political, economic, and military instability could negatively affect sales or profitability.

There also continues to be significant uncertainty about the relationship between the U.S. and China, including with respect to geopolitics, trade policies, treaties, government regulations, and tariffs.

The current political climate has intensified concerns about trade tensions between the U.S. and China in connection with each country’s recent or proposed tariffs on the other country’s products.

meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Industrial Solutions | ​ | | 2,447 | ​ | | 1,851 | ​ |

| Communications Solutions | ​ | | 870 | ​ | | 976 | ​ |

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.

During the COVID-19 pandemic, we took additional actions to protect the physical and mental health and well-being of our global employees.

We have utilized our workplace flexibility guidelines, promoted our Wellbeing Connection program and health care benefits to support the needs of all employees, and instituted additional safety measures at all factories and sites.

We are striving to implement a global human rights program.

Our sustainability initiatives in our operations began more than ten years ago.

Over the last few years, we have recycled approximately 80% of the waste materials from our operations.

| | ● | continued to make progress on our goal to further reduce our absolute greenhouse gas emissions (Scopes 1 and 2) by more than 40%, from our fiscal 2020 baseline, by fiscal 2030; |

| | ● | 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. |

The COVID-19 pandemic impacted and continues to impact countries, communities, workforces, supply chains, and markets around the world, and as a result, we have experienced disruptions and restrictions on our employees’ ability to travel, as well as temporary closures of our facilities and the facilities of our customers, suppliers, and other vendors in our supply chain.

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 and certain of our operations in China in fiscal 2022.

However, it may

have a negative impact on our financial condition, liquidity, and results of operations in future periods.

The extent to which the COVID-19 pandemic will further impact our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted.

Such developments may include the further spread of the virus to additional persons and geographic regions; the severity of the virus; variant strains of the virus; the duration of the pandemic; resumption of high levels of infections and hospitalizations; the success of public health advancements, including vaccine production and distribution; the resulting impact on our suppliers’ and customers’ supply chains and financial positions, including their ability to pay us; the actions that may be taken by various governmental authorities in response to the outbreak in jurisdictions in which we operate; and the possible impact on the global economy and local economies in which we operate.

Further, to the extent the COVID-19 pandemic adversely affects our business, results of operations, or financial condition, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

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

We are dependent on the automotive and other industries.

Demand for data and devices can fluctuate significantly, depending on the underlying business and consumer demand for data communication, computer, and consumer electronics products.

The overall market trends of increased data connectivity and continued movement to high-speed cloud applications have had a favorable impact on demand.

We encounter competition in substantially all areas of the electronic components industry.

Like other suppliers to the electronics industry, we are subject to continuing pressure to lower our prices.

The life cycles of certain of our products can be very short.

Our results are sensitive to raw material availability, quality, and cost.

may persist in the future.

We may use components and products manufactured by third parties.

If countries in which

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

Some of our employees continue to work from home on a full-time or part-time basis, which may increase our vulnerability to cyber and other information technology risks.

| | · | greenhouse gas emissions; |

ITEM 2.

PROPERTIES

Our principal executive office is located in Schaffhausen, Switzerland.

As of fiscal year end 2022, we owned approximately 18 million square feet and leased approximately 11 million square feet of aggregate floor space, used primarily for manufacturing, warehousing, and office space.

We believe our facilities are suitable for the conduct of our business and adequate for our current needs.

We manufacture our products in over 25 countries worldwide.

Our manufacturing sites focus on various aspects of our manufacturing processes, including our primary processes of stamping, plating, molding, extrusion, beaming, and assembly.

We consider the productive capacity of our manufacturing facilities sufficient.

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

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

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

| ​ | | Transportation | | Industrial | | Communications | | ​ | |

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

| | | | | | | | | | |

| ​ | | (number of manufacturing facilities) | | | | | | | ​ |

| Asia–Pacific | | 10 | | 6 | | 9 | | 25 | ​ |

| EMEA | | 21 | | 21 | | 3 | | 45 | ​ |

| Americas | | 10 | | 23 | | 3 | | 36 | ​ |

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

ITEM 3.

LEGAL PROCEEDINGS

In the normal course of business, we are subject to various legal proceedings and claims, including product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax.

In addition, we operate in an industry susceptible to significant patent legal claims.

At any given time in the normal course of business, we are involved as either a plaintiff or defendant in a number of patent infringement actions.

If infringement of a third party’s patent were to be determined against us, we might be required to make significant royalty or other payments or might be subject to an injunction or other limitation on our ability to manufacture or sell one or more products.

If a patent owned by or licensed to us were determined to be invalid or unenforceable, we might be required to reduce the value of the patent on our Consolidated Balance Sheet and to record a corresponding charge, which could be significant in amount.

Management believes that these legal proceedings and claims likely will be resolved over an extended period of time.

Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

Not applicable.

ITEM 2.

PROPERTIES

Our principal executive office is located in Schaffhausen, Switzerland.

As of fiscal year end 2023, we owned approximately 17 million square feet and leased approximately 10 million square feet of aggregate floor space, used primarily for manufacturing, warehousing, and office space.

We believe our facilities are suitable for the conduct of our business and adequate for our current needs.

We manufacture our products in over 25 countries worldwide.

Our manufacturing sites focus on various aspects of our manufacturing processes, including our primary processes of stamping, plating, molding, extrusion, beaming, and assembly.

We consider the productive capacity of our manufacturing facilities sufficient.

As of fiscal year end 2023, our principal centers of manufacturing output by segment and geographic region were as follows:

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

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

| ​ | | Transportation | | Industrial | | Communications | | ​ | |

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

| | | | | | | | | | |

| ​ | | (number of manufacturing facilities) | | | | | | | ​ |

| EMEA | | 20 | | 20 | | 2 | | 42 | ​ |

| Asia–Pacific | | 9 | | 6 | | 9 | | 24 | ​ |

| Americas | | 10 | | 26 | | 2 | | 38 | ​ |

| Total | | 39 | | 52 | | 13 | | 104 | ​ |

ITEM 3.

LEGAL PROCEEDINGS

In the normal course of business, we are subject to various legal proceedings and claims, including product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax.

In addition, we operate in an industry susceptible to significant patent legal claims.

At any given time in the normal course of business, we are involved as either a plaintiff or defendant in a number of patent infringement actions.

If infringement of a third party’s patent were to be determined against us, we might be required to make significant royalty or other payments or might be subject to an injunction or other limitation on our ability to manufacture or sell one or more products.

If a patent owned by or licensed to us were determined to be invalid or unenforceable, we might be required to reduce the value of the patent on our Consolidated Balance Sheet and to record a corresponding charge, which could be significant in amount.

Management believes that these legal proceedings and claims likely will be resolved over an extended period of time.

Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

Environmental Matter

The following information is reported in accordance with Item 103 of Regulation S-K:

During fiscal 2021, we determined that the Silicon Microstructures, Inc. (“SMI”) manufacturing site in Milpitas, California historically miscalculated and inaccurately reported its sulfur hexafluoride (SF6) emissions prior to our acquisition of SMI.

The site voluntarily disclosed the matter to the applicable state and local authorities, and in fiscal 2022, we received

approval and installed new air abatement equipment at the site.

In connection with an inspection of the air abatement equipment and an unrelated hazardous materials inspection during fiscal 2023, the local environmental authorities identified additional environmental deficiencies at the site.

We are in the process of taking corrective actions and are fully cooperating with the authorities to ensure a satisfactory resolution of these matters.

We may face monetary sanctions, although we do not anticipate such claims will have a material adverse effect on our results of operations, financial position, or cash flows.

Our common shares are listed and traded on the NYSE under the symbol “TEL.” As of November [removed: 3, 2022,] [added: 8, 2023,] there were [removed: 16,860] [added: 16,159] shareholders of record of our common shares.

The following graph compares the cumulative total shareholder return on our common shares against the cumulative return on the S&P 500 Index and the Dow Jones [added: U.S.] Electrical Components and Equipment Index.

The graph assumes the investment of $100 in our common shares and in each index at fiscal year end [removed: 2017] [added: 2018] and assumes the reinvestment of all dividends and distributions.

[removed: ][added: ]

| ​ | | [removed: 2017 | | | 2018] [added: 2018(1)] | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |]

| Dow Jones [added: U.S.] Electrical Components and Equipment Index | ​ | | 100.00 | ​ | | [removed: 111.20] [added: 96.28] | ​ | | [removed: 107.06] [added: 100.92] | ​ | | [removed: 112.22] [added: 146.51] | ​ | [added: ​] | [removed: 162.93] [added: 121.47] | ​ | ​ | [removed: 135.08] [added: 153.94] | ​ |

| (1) | $100 invested on September [removed: 29, 2017] [added: 28, 2018] 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: 30, 2022:][added: 29, 2023:]

| (1) | These columns include the following transactions which occurred during the quarter ended September [removed: 30, 2022:] [added: 29, 2023:] |

| | (i) | the acquisition of [removed: 5,189] [added: 6,600] 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: 2,727,100] [added: 2,452,900] common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007. |

| TE Connectivity Ltd. | ​ | $ | 100.00 | ​ | $ | 107.73 | ​ | $ | 113.20 | ​ | $ | 173.60 | ​ | $ | 135.02 | ​ | $ | 153.89 | ​ |

| S&P 500 Index | ​ | | 100.00 | ​ | | 103.72 | ​ | | 117.72 | ​ | | 161.39 | ​ | ​ | 131.92 | ​ | ​ | 160.44 | ​ |

| July 1–July 28, 2023 | ​ | 428,261 | ​ | $ | 142.15 | ​ | 428,200 | ​ | $ | 999,101,703 | ​ |

| July 29–September 1, 2023 | | 1,067,083 | ​ | | 133.55 | | 1,060,900 | ​ | | 857,423,534 | ​ |

| September 2–September 29, 2023 | | 964,156 | ​ | | 126.54 | | 963,800 | ​ | | 735,467,902 | ​ |

| Total | | 2,459,500 | ​ | ​ | 132.30 | | 2,452,900 | ​ | | | ​ |

| 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 | ​ |

| 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 | ​ | | | ​ |

Discussion of our financial condition and results of operations for fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021] [added: 2022] is presented below.

Discussion of our financial condition and results of operations for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020] [added: 2021] 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: 24, 2021.][added: 30, 2022.]

Summary of Fiscal [removed: 2022] [added: 2023] Performance

| | ● | Our fiscal [removed: 2022] [added: 2023] net sales [removed: increased 9.1%] [added: decreased 1.5%] from fiscal [removed: 2021] [added: 2022] levels due to sales [removed: increases] [added: declines] in the Communications Solutions [removed: and Industrial] [added: segment, partially offset by sales increases in the Transportation] Solutions [removed: segments] [added: segment] and, to a lesser degree, the [removed: Transportation] [added: Industrial] Solutions segment. On an organic basis, our net sales increased [removed: 12.1%] [added: 1.0%] in fiscal [removed: 2022] [added: 2023] as compared to fiscal [removed: 2021.] [added: 2022. Fiscal 2022 included an additional week which contributed $306 million in net sales.] |

| | ● | [removed: _Transportation] [added: _Industrial] Solutions_—Our net sales increased [removed: 2.7% with] [added: 1.4% as a result of] sales increases in the [removed: automotive] [added: aerospace, defense,] and [removed: commercial transportation] [added: marine, the energy, and the medical] end markets, partially offset by [removed: sales] declines in the [removed: sensors] [added: industrial equipment] end market. |

| | ● | [removed: _Industrial] [added: _Transportation] Solutions_—Our net sales increased [removed: 17.6%] [added: 4.0% due] primarily [removed: as a result of] [added: to] sales increases in the [removed: industrial equipment] [added: automotive] end market. |

| | ● | _Communications Solutions_—Our net sales [removed: increased 20.8%] [added: decreased 26.3%] due [removed: primarily] to sales [removed: increases] [added: declines] in [added: both] the data and devices [added: and the appliances] end [removed: market.] [added: markets.] |

| | ● | During fiscal [removed: 2022,] [added: 2023,] our shareholders approved a dividend payment to shareholders of [removed: $2.24] [added: $2.36] per share, payable in four equal quarterly installments of [removed: $0.56] [added: $0.59] beginning in the third quarter of fiscal [removed: 2022] [added: 2023] and ending in the second quarter of fiscal [removed: 2023.] [added: 2024.] |

| | ● | Net cash provided by [removed: continuing] operating activities was [removed: $2,468] [added: $3,132] million in fiscal [removed: 2022.] [added: 2023.] |

The global economy has been impacted [added: in recent years] by [removed: the COVID-19 pandemic] [added: supply chain disruptions] and [added: inflationary cost pressures as well as] the military conflict between Russia and Ukraine [removed: as well as supply chain disruptions] and [removed: inflationary cost pressures.][added: the COVID-19 pandemic.]

[removed: As a result of inflationary pressure, we] [added: We] have implemented [added: select] price increases for [removed: a number of our] [added: certain] products.

We [removed: are monitoring] [added: continue to monitor] the military conflict between Russia and Ukraine, escalating tensions in surrounding countries, and associated sanctions.

We [removed: suspended] [added: sold] our business operations in Russia, and our operations in Ukraine have been [removed: reduced to focus on the safety of our employees.][added: reduced.]

[removed: supply chain disruptions resulting from the conflict have not been material to our business, and] [added: However,] we have been able to [removed: partially] mitigate [removed: them] [added: increased costs and supply chain disruptions] through price increases or productivity.

Neither Russia nor Ukraine represents a material portion of our business, and the military conflict [removed: has] [added: did] not [removed: had] [added: have] a significant impact on our business, financial condition, or [removed: result] [added: results] of operations during fiscal [added: 2023 and] 2022.

[removed: The pandemic has not had a significant impact on our ability to staff] [added: Certain of] our [removed: operations,] [added: operations in China were impacted in early fiscal 2023] and [added: were shut down for a period of time in fiscal 2022; however,] we do not expect [removed: that it will continue] [added: the pandemic] to have a significant impact on our businesses globally in the near term.

[removed: The] [added: While the pandemic impacted certain aspects of our business, the] extent to which the pandemic will continue to impact our business and the markets we serve will depend on future developments which may include the [removed: further] [added: resurgence of the] spread of the [removed: virus,] [added: virus and] variant strains of the [removed: virus, and the resumption of high levels of infections and hospitalizations] [added: virus] as well as the success of public health [removed: advancements, including vaccine production and distribution.][added: advancements.]

In the first quarter of fiscal [removed: 2023,] [added: 2024,] we expect our net sales to be approximately [removed: $3.75] [added: $3.85] billion as compared to [removed: $3.8] [added: $3.84] billion in the first quarter of fiscal [removed: 2022.][added: 2023.]

We expect diluted earnings per share from continuing operations to be approximately [removed: $1.31] [added: $1.59] per share in the first quarter of fiscal [removed: 2023.][added: 2024.]

This outlook reflects the [removed: negative] impact of foreign currency exchange rates [added: which is a positive impact of approximately $17 million] on net sales and [removed: earnings per share] [added: a negative impact] of approximately [removed: $400 million and $0.19] [added: $0.02] per [removed: share, respectively,] [added: share on earnings per share] in the first quarter of fiscal [removed: 2023] [added: 2024] as compared to the same period of fiscal [removed: 2022.][added: 2023.]

[removed: During fiscal 2022, we] [added: We] acquired three businesses for a combined cash purchase price of $245 million, net of cash [removed: acquired.][added: acquired, during fiscal 2022.]

We acquired [removed: four] [added: three] businesses for a combined cash purchase price of [removed: $422] [added: $245] million, net of cash acquired, during fiscal [removed: 2021.][added: 2022.]

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

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

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

| Transportation Solutions | ​ | [removed: ​ |] $ | [removed: 9,219] [added: 9,588] | | [removed: 56] [added: 60] | % | [added: ​ |] $ | [removed: 8,974] [added: 9,219] | | [removed: 60] [added: 56] | % | ​ |

| Total | ​ | [removed: ​ |] $ | [removed: 16,281] [added: 16,034] | | 100 | % | [added: ​ |] $ | [removed: 14,923] [added: 16,281] | | 100 | % | ​ |

| ​ | ​ | Change in Net Sales for Fiscal [removed: 2022] [added: 2023] versus Fiscal [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | ​ |

| ​ | | [removed: Growth] [added: Growth (Decline)] | | | | ​ | [removed: Growth] [added: Growth (Decline)] | | | | ​ | Translation | | | [removed: (Divestitures) | | |]

The [removed: increase] [added: decrease] in net sales resulted [removed: from organic net sales growth of 12.1% and net sales contributions of 1.9%] [added: primarily] from [removed: acquisitions and divestitures, partially offset by] the negative impact of foreign currency translation of [removed: 4.9%] [added: 2.6%] due to the weakening of certain foreign [removed: currencies.][added: currencies, partially offset by organic net sales growth of 1.0%.]

In fiscal [removed: 2022,] [added: 2023,] pricing actions positively affected organic net sales by [removed: $509] [added: $607] million.

Net Sales by Geographic Region. Our business operates in three geographic [removed: regions—Asia–Pacific, EMEA,] [added: regions—EMEA, Asia–Pacific,] 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: 2022.][added: 2023.]

The percentage of net sales in fiscal [removed: 2022] [added: 2023] by major currencies invoiced was as follows:

| U.S. dollar | | [removed: 43] [added: 41] | % | ​ |

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

| Chinese renminbi | | [removed: 17] [added: 16] | ​ | ​ |

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

| Asia–Pacific | ​ | ​ | [removed: $] [added: 5,156] | [removed: 5,771] | [added: 32] | [removed: 35] [added: ​] | [removed: %] [added: ​] | [removed: $] [added: ​] | [removed: 5,374] [added: 5,771] | | [removed: 36] [added: 35] | [removed: %] [added: ​] | ​ |

We have experienced inflationary cost pressures including increased costs for transportation, energy, and raw materials.

The COVID-19 pandemic had a global impact and resulted in business slowdowns or shutdowns, including systemic disruptions of global supply chains.

Net sales increases in the Transportation Solutions and Industrial Solutions segments are expected to be largely offset by sales declines in the Communications Solutions segment.

During fiscal 2023, we acquired one business for a cash purchase price of $110 million, net of cash acquired.

Pending Acquisition

In August 2023, we entered into a definitive agreement under which we agreed to launch a public tender offer to acquire all outstanding shares of Schaffner Holding AG (“Schaffner”), a leader in electromagnetic solutions based in Switzerland, for CHF 505.00 per share in cash for a fair value of approximately CHF 320 million (equivalent to approximately $350 million).

The tender offer commenced in September 2023.

As of November 10, 2023, the completion of the initial offer period, the offer has been accepted for approximately 89% of Schaffner’s outstanding shares.

The offer is subject to customary closing conditions, including regulatory approvals, and is expected to be settled in the first quarter of fiscal 2024.

Divestitures

During fiscal 2023, we sold three businesses for net cash proceeds of $48 million.

In connection with the divestitures, we recorded pre-tax impairment charges and a net pre-tax loss on sales, which totaled to a net charge of $9 million.

The businesses sold were reported in our Industrial Solutions segment.

Additionally, during fiscal 2023, we recorded a pre-tax impairment charge of $68 million in connection with a held for sale business in our Transportation Solutions segment.

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

| ​ | | 2023 | | | | | | 2022 | | | | | |

| Industrial Solutions | ​ | | 4,551 | | 28 | ​ | ​ | | 4,490 | | 28 | ​ | ​ |

| Communications Solutions | ​ | | 1,895 | | 12 | ​ | ​ | | 2,572 | | 16 | ​ | ​ |

| Transportation Solutions | ​ | $ | 369 | | 4.0 | % | $ | 665 | | 7.2 | % | $ | (296) | ​ | $ | — | ​ |

| Industrial Solutions | ​ | | 61 | | 1.4 | ​ | | 153 | | 3.4 | ​ | | (78) | ​ | | (14) | ​ |

| Communications Solutions | ​ | | (677) | | (26.3) | ​ | | (648) | | (25.2) | ​ | | (48) | ​ | | 19 | ​ |

| Total | ​ | $ | (247) | | (1.5) | % | $ | 170 | | 1.0 | % | $ | (422) | ​ | $ | 5 | ​ |

Net sales decreased $247 million, or 1.5%, in fiscal 2023 as compared to fiscal 2022.

| ​ | | 2023 | | | | | | 2022 | | | | ​ | |

| Total | ​ | $ | 16,034 | | 100 | % | ​ | $ | 16,281 | | 100 | % | ​ |

| ​ | | Growth (Decline) | | | | ​ | Growth (Decline) | | | | ​ | Translation | | | (Divestiture) | | |

| EMEA | ​ | $ | 501 | | 8.8 | % | $ | 567 | | 9.9 | % | $ | (91) | ​ | $ | 25 | ​ |

| Asia–Pacific | ​ | ​ | (615) | | (10.7) | ​ | ​ | (288) | | (5.0) | ​ | ​ | (327) | ​ | ​ | — | ​ |

| Americas | ​ | | (133) | | (2.8) | ​ | | (109) | | (2.3) | ​ | | (4) | ​ | | (20) | ​ |

| Total | ​ | $ | (247) | | (1.5) | % | $ | 170 | | 1.0 | % | $ | (422) | ​ | $ | 5 | ​ |

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

During fiscal 2023 and 2022, we recorded net charges of $77 million and $4 million, respectively, related to pre-tax impairment of held for sale businesses and loss (gain) on divestitures.

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

| ​ | | 2023 | | | 2022 | | |

| ​ | ​ | | 33 | ​ | | 53 | ​ |

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

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

| ​ | | 2023 | | | | 2022 | | | | Change | | |

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

| Interest income | ​ | $ | 60 | ​ | ​ | $ | 15 | ​ | ​ | $ | 45 | ​ |

Item 1A.

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

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.

Russia-Ukraine Military Conflict

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

The full impact of the military conflict on our business operations and financial performance remains uncertain.

The extent to which the conflict may impact our business in future periods will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions, and supply chain disruptions.

We will continue to actively monitor the conflict and assess the related sanctions and other effects and may take further actions if necessary.

COVID-19 Pandemic

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.

The pandemic had a negative impact on certain of our businesses in fiscal 2021 and continued to impact certain of our operations in China for a period of time in fiscal 2022.

Throughout our operations, we implemented additional health and safety measures for the protection of our employees, including providing personal protective equipment, enhanced cleaning and sanitizing of our facilities, and remote working arrangements.

The COVID-19 pandemic has impacted and continues to impact our business operations globally, causing disruption in our suppliers’ and customers’ supply chains, some of our business locations to reduce or suspend operations, and a reduction in demand for certain products from direct customers or end markets.

In addition, the pandemic had far-reaching impacts on many additional aspects of our operations, both directly and indirectly, including with respect to its impacts on customer behaviors, business and manufacturing operations, inventory, our employees, and the market generally.

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.

However, it may have a negative impact on our financial condition and results of operations in future periods.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, suppliers, shareholders, and the communities in which we operate.

For further discussion of the risks and uncertainties associated with the COVID-19 pandemic, see “Part I.

Risk Factors.”

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

| Industrial Solutions | ​ | ​ | | 4,520 | | 28 | ​ | | 3,844 | | 26 | ​ | ​ |

| Communications Solutions | ​ | ​ | | 2,542 | | 16 | ​ | | 2,105 | | 14 | ​ | ​ |

| 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 | ​ |

Net sales increased $1,358 million, or 9.1%, in fiscal 2022 as compared to fiscal 2021.

| ​ | | | 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 | ​ |

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

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

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

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: 30, 2022.][added: 29, 2023.]

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: 30, 2022.][added: 29, 2023.]

Based on this evaluation, management concluded our internal control over financial reporting was effective as of September [removed: 30, 2022.][added: 29, 2023.]

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: 30, 2022,] [added: 29, 2023,] which is included in this Annual Report.

During the quarter ended September [removed: 30, 2022,] [added: 29, 2023,] 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.

Rule 10b5-1 Trading Arrangements

In the quarter ended September 29, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K, except the following:

| | ● | In the quarter ended September 29, 2023, Terrence R. Curtin, Chief Executive Officer and Executive Director, adopted a plan for the sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Curtin’s plan was adopted August 17, 2023 and expires December 29, 2023, and provides for the potential sale of up to (i) 50% of the net common shares that vest in December 2023 pursuant to the performance stock unit award granted to Mr. Curtin in November 2020, with such sale to occur no earlier than December 18, 2023 and (ii) potential sale of the remaining net common shares that vest in December 2023 pursuant to the performance stock unit award granted to Mr. Curtin in November 2020, with such sale to occur no earlier than December 19, 2023. ​ |

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

| | ● | In the quarter ended September 29, 2023, Aaron K. Stucki, President, Communications Solutions, adopted a plan for the sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5\-1(c). Mr. Stucki’s plan was adopted August 22, 2023 and expires January 31, 2025, and provides for the potential exercise and related sale of (i) stock options representing up to 5,000 common shares, with such sale to occur no earlier than November 21, 2023, (ii) stock options representing up to 8,750 common shares, with such sale to occur no earlier than November 21, 2023, and (iii) stock options representing up to 5,000 common shares, with such sale to occur no earlier than November 21, 2023. |

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

The trading plans described above were entered into during an open insider trading window and were in compliance with our insider trading policies and procedures.

Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules, and regulations.

None.

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: 2023] [added: 2024] Annual General Meeting of Shareholders (the [removed: “2023] [added: “2024] Proxy Statement”), which will be filed with the SEC within 120 days after the close of our fiscal year.

The information in the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement.

The information in our [removed: 2023] [added: 2024] 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: 2022] [added: 2023] 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: 6,695,144] [added: 415,435] | ​ | [removed: $] | [removed: 101.97] [added: 82.54] | ​ | [removed: 15,161,811] [added: —] | ​ |

| Equity compensation plans [removed: not] approved by security [removed: holders(2)] [added: holders(1)] | ​ | [removed: 624,434] [added: 7,223,872] | ​ | [added: $] | [removed: 81.18] [added: 107.36] | ​ | [removed: —] [added: 12,555,452] | ​ |

| (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: 885,786] [added: 869,176] shares remaining available for issuance under our Tyco Electronics Limited Savings Related Share Plan and [removed: 3,822,731] [added: 3,445,482] shares remaining available for issuance under our Employee Stock Purchase Plan. |

| Total | ​ | 7,639,307 | ​ | | | ​ | 12,555,452 | ​ |

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

The information in our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement under the caption “Agenda Item No. 7—Election of Auditors—Agenda Item No. 7.1” is incorporated herein by reference.

| 3.1 | ​ | [Articles of Association of TE Connectivity Ltd., as amended and [removed: restated](https://www.sec.gov/Archives/edgar/data/1385157/000110465922062886/tm2215201d1_ex3-1.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/1385157/000110465923034474/tm239655d2_ex3-1.htm)] | ​ | Current Report on Form 8-K | ​ | 3.1 | ​ | [removed: May 19, 2022] [added: March 20, 2023] |

| 3.2 | ​ | [Organizational Regulations of TE Connectivity Ltd., as amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/1385157/000110465915017711/a15-5588_2ex3d2.htm)] [added: restated](https://www.sec.gov/Archives/edgar/data/1385157/000155837022018547/tel-20221208xex3d1.htm)] | ​ | Current Report on Form 8-K | ​ | [removed: 3.2] [added: 3.1] | ​ | [removed: March 6, 2015] [added: December 12, 2022] |

| 4.1 | * | [Description of Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex4d1.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex4d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 4.2(a) | ​ | [Indenture among Tyco Electronics Group S.A., [added: as issuer,] Tyco Electronics [removed: Ltd.] [added: Ltd., as guarantor,] and Deutsche Bank Trust Company Americas, as trustee, dated 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., [added: as issuer,] Tyco Electronics [removed: Ltd.] [added: Ltd., as guarantor,] and Deutsche Bank Trust Company Americas, as trustee, dated 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., [added: as issuer,] TE Connectivity [removed: Ltd.] [added: Ltd., as guarantor,] and Deutsche Bank Trust Company Americas, as trustee, dated 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) | ​ | [removed: [Twelfth] [added: [Thirteenth] Supplemental Indenture among Tyco Electronics Group S.A., [added: as issuer,] TE Connectivity [removed: Ltd.] [added: Ltd., as guarantor,] and Deutsche Bank Trust Company Americas, as trustee, dated [removed: February 27, 2015](http://www.sec.gov/Archives/edgar/data/1385157/000110465915014710/a15-5387_1ex4d1.htm)] [added: January 28, 2016](http://www.sec.gov/Archives/edgar/data/1385157/000110465916092177/a16-2819_4ex4d1.htm)] | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | [removed: February 27, 2015] [added: January 28, 2016] |

| 4.2(e) | ​ | [removed: [Thirteenth] [added: [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: January 28, 2016](http://www.sec.gov/Archives/edgar/data/1385157/000110465916092177/a16-2819_4ex4d1.htm)] [added: August 3, 2017](http://www.sec.gov/Archives/edgar/data/1385157/000110465917049306/a17-18835_1ex4d2.htm)] | ​ | Current Report on Form 8-K | ​ | [removed: 4.1] [added: 4.2] | ​ | [removed: January 28, 2016] [added: August 3, 2017] |

| 4.2(f) | ​ | [removed: [Fourteenth] [added: [Sixteenth] 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: August 3, 2017](http://www.sec.gov/Archives/edgar/data/1385157/000110465917049306/a17-18835_1ex4d2.htm)] [added: February 14, 2020](https://www.sec.gov/Archives/edgar/data/1385157/000110465920021560/tm207938d1_ex4-1.htm)] | ​ | Current Report on Form 8-K | ​ | [removed: 4.2] [added: 4.1] | ​ | [removed: August 3, 2017] [added: February 14, 2020] |

| [removed: 4.2(g)] [added: 4.2(h)] | ​ | [removed: [Sixteenth] [added: [Eighteenth] Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated February [removed: 14, 2020](https://www.sec.gov/Archives/edgar/data/1385157/000110465920021560/tm207938d1_ex4-1.htm)] [added: 4, 2022](https://www.sec.gov/Archives/edgar/data/1385157/000110465922011790/tm224827d4_ex4-1.htm)] | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | February [removed: 14, 2020] [added: 4, 2022] |

| [removed: 4.2(h)] [added: 4.2(g)] | ​ | [Seventeenth Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated February 16, 2021](https://www.sec.gov/Archives/edgar/data/0001385157/000110465921022914/tm214477d5_ex4-1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | February 16, 2021 |

| 4.2(i) | ​ | [removed: [Eighteenth] [added: [Nineteenth] Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and [removed: Deutsch] [added: Deutsche] Bank Trust Company Americas, as trustee, dated February [removed: 4, 2022](https://www.sec.gov/Archives/edgar/data/1385157/000110465922011790/tm224827d4_ex4-1.htm)] [added: 13, 2023](https://www.sec.gov/Archives/edgar/data/1385157/000110465923019309/tm235812d1_ex4-1.htm)] | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | February [removed: 4, 2022] [added: 13, 2023] |

| 10.1 | | [Amended and Restated Five-Year Senior Credit [removed: Agreement] [added: Agreement,] dated as of November 14, [removed: 2018] [added: 2018, by and] among Tyco Electronics Group S.A., as borrower, TE Connectivity Ltd., as [added: parent] guarantor, the lenders party thereto and Bank of America, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/1385157/000110465918068489/a18-39748_1ex10d1.htm) | ​ | Current Report on Form 8-K | ​ | 10.1 | ​ | November 14, 2018 |

| 10.3 | [removed: *] [added: ​] | [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) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 30, 2022] | ​ | [removed: ​] [added: 10.3] | ​ | [removed: ​] [added: November 15, 2022] |

| 10.11 | [removed: ‡*] [added: ‡] | [Form of Option Award Terms and Conditions for Option Grants [removed: beginning] [added: Beginning] in November 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d11.htm) | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 30, 2022] | ​ | [removed: ​] [added: 10.11] | ​ | [removed: ​] [added: November 15, 2022] |

| [removed: 10.12] [added: 10.13] | ‡ | [Form of Restricted Stock Unit Award Terms and Conditions for RSU Grants Beginning in November [removed: 2019](https://www.sec.gov/Archives/edgar/data/1385157/000155837019010758/ex-10d11.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d14.htm)] | ​ | Annual Report on Form 10-K for the fiscal year ended September [removed: 27, 2019] [added: 30, 2022] | ​ | [removed: 10.11] [added: 10.14] | ​ | November [removed: 12, 2019] [added: 15, 2022] |

| [removed: 10.13] [added: 10.12] | ‡ | [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: 10.14] [added: 10.16] | [removed: ‡*] [added: ‡] | [Form of [removed: Restricted] [added: Performance] Stock Unit Award Terms and Conditions for [removed: RSU Grants Beginning] [added: Performance Cycles Starting] in [removed: November 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d14.htm)] [added: and After Fiscal Year 2022](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d17.htm)] | ​ | [removed: ​] [added: Annual Report on Form 10-K for the fiscal year ended September 30, 2022] | ​ | [removed: ​] [added: 10.17] | ​ | [removed: ​] [added: November 15, 2022] |

| [removed: 10.15] [added: 10.14] | ‡ | [Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in 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 | ​ | 10.15 | ​ | November 12, 2019 |

| [removed: 10.16] [added: 10.15] | ‡ | [Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in and After Fiscal Year 2021](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d3.htm) | ​ | Quarterly Report on Form 10-Q for the quarterly period ended December 25, 2020 | ​ | 10.3 | ​ | January 28, 2021 |

| [removed: 10.18] [added: 10.17] | ‡ | [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: 10.19] [added: 10.18] | ‡ | [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: 10.20] [added: 10.19] | ‡ | [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: 10.21] [added: 10.23] | ‡ | [TE Connectivity [removed: Supplemental Savings] [added: Ltd. 2010 Stock] and [removed: Retirement] [added: Incentive] Plan (amended and restated as of [removed: January 1, 2021)](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex10d19.htm)] [added: 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 [removed: 24, 2021] [added: 29, 2017] | ​ | [removed: 10.19] [added: 10.20] | ​ | November [removed: 9, 2021] [added: 14, 2017] |

| [removed: 10.22] [added: 10.21] | ‡ | [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: 10.23] [added: 10.22] | | [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: 10.25] [added: 10.24] | [removed: ‡] [added: ‡*] | [Employment Agreement between Terrence R. Curtin and Tyco Electronics Corporation dated December 15, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1385157/000110465915085225/a15-25089_1ex10d2.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex10d24.htm)] | ​ | [removed: Current Report on Form 8-K] [added: ​] | ​ | [removed: 10.2] [added: ​] | ​ | [removed: December 16, 2015] [added: ​] |

| [removed: 10.26] [added: 10.25] | [removed: ‡] [added: ‡*] | [Employment Agreement between Steven T. Merkt and Tyco Electronics Corporation dated December 15, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1385157/000110465915085225/a15-25089_1ex10d6.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex10d25.htm)] | ​ | [removed: Current Report on Form 8-K] [added: ​] | ​ | [removed: 10.6] [added: ​] | ​ | [removed: December 16, 2015] [added: ​] |

| [removed: 10.27] [added: 10.26] | ‡ | [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 |

| 10.28 | ‡ | [Employment Agreement between [removed: John S. Jenkins] [added: Shad Kroeger] and [removed: Tyco Electronics] [added: TE Connectivity] Corporation dated [removed: December 15, 2015](http://www.sec.gov/Archives/edgar/data/1385157/000104746918000394/a2234312zex-10_1.htm)] [added: 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 [removed: 29, 2017] [added: 25, 2020] | ​ | [removed: 10.1] [added: 10.4] | ​ | January [removed: 24, 2018] [added: 28, 2021] |

| 10.29 | ‡ | [Employment Agreement between [removed: Shad Kroeger] [added: Aaron Stucki] and TE Connectivity Corporation dated [removed: February 23, 2018](https://www.sec.gov/Archives/edgar/data/1385157/000155837021000486/tel-20201225xex10d4.htm)] [added: October 1, 2020](https://www.sec.gov/Archives/edgar/data/1385157/000155837023000648/tel-20221230xex10d1.htm)] | ​ | Quarterly Report on Form 10-Q for the quarterly period ended December [removed: 25, 2020] [added: 30, 2022] | ​ | [removed: 10.4] [added: 10.1] | ​ | January [removed: 28, 2021] [added: 27, 2023] |

| 21.1 | * | [Subsidiaries of TE Connectivity [removed: Ltd.](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex21d1.htm)] [added: Ltd.](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex21d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 22.1 | * | [Guaranteed [removed: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex22d1.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex22d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 23.1 | * | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex23d1.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex23d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 24.1 | * | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex24d1.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex24d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 31.1 | * | [Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex31d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 31.2 | * | [Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex31d2.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 32.1 | | [Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex32d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 10.20 | ‡* | [TE Connectivity Supplemental Savings and Retirement Plan (amended and restated as of January 1, 2022)](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex10d20.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

| 10.27 | ‡* | [Employment Agreement between John S. Jenkins and Tyco Electronics Corporation dated December 15, 2015](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex10d27.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

| 97.1 | * | [TE Connectivity Ltd. Incentive-Based Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex97d1.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

| 10.17 | ‡* | [Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in and After Fiscal Year 2022](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d17.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

| 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 |

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

Date: November [removed: 15, 2022][added: 13, 2023]

| /s/ Terrence R. Curtin | | | ​ | Chief Executive Officer and Director | | | ​ | November [removed: 15, 2022] [added: 13, 2023] | | |

| Heath A. Mitts | | | ​ | Chief Financial Officer, and Director | | | ​ | November [removed: 15, 2022] [added: 13, 2023] | | |

| Robert J. Ott | | | ​ | Corporate Controller | | | ​ | November [removed: 15, 2022] [added: 13, 2023] | | |

| * | | | ​ | Director | | | ​ | November [removed: 15, 2022] [added: 13, 2023] | | |

| [Reports of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) (PCAOB ID No. 34) | | [removed: 53] [added: 56] |

| [Consolidated Statements of Operations for the Fiscal Years Ended September [added: 29, 2023, September] 30, 2022, [removed: September 24, 2021,] and September [removed: 25, 2020](#CONSOLIDATEDSTATEMENTSOFOPERATIONS_80060)] [added: 24, 2021](#CONSOLIDATEDSTATEMENTSOFOPERATIONS_80060)] | ​ | [removed: 56] [added: 59] |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)] for the Fiscal Years Ended September [added: 29, 2023, September] 30, 2022, [removed: September 24, 2021,] and September [removed: 25, 2020](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] [added: 24, 2021](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] | ​ | [removed: 57] [added: 60] |

| [Consolidated Balance Sheets as of September [removed: 30, 2022] [added: 29, 2023] and September [removed: 24, 2021](#CONSOLIDATEDBALANCESHEETS_690499)] [added: 30, 2022](#CONSOLIDATEDBALANCESHEETS_690499)] | ​ | [removed: 58] [added: 61] |

| [Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September [added: 29, 2023, September] 30, 2022, [removed: September 24, 2021,] and September [removed: 25, 2020](#CONSOLIDATEDSTATEMENTSOFSHAREHOLDERSEQUI)] [added: 24, 2021](#CONSOLIDATEDSTATEMENTSOFSHAREHOLDERSEQUI)] | ​ | [removed: 59] [added: 62] |

| [Consolidated Statements of Cash Flows for the Fiscal Years Ended September [added: 29, 2023, September] 30, 2022, [removed: September 24, 2021,] and September [removed: 25, 2020](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_2618)] [added: 24, 2021](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_2618)] | ​ | [removed: 60] [added: 63] |

| [Notes to Consolidated Financial Statements](#a1BasisofPresentation_820583) | ​ | [removed: 61] [added: 64] |

| [Schedule II—Valuation and Qualifying Accounts](#SCHEDULEIIVALUATIONANDQUALIFYINGACCOUNTS) | ​ | [removed: 99] [added: 100] |

We have audited the accompanying consolidated balance sheets of TE Connectivity Ltd. and subsidiaries (the "Company") as of September [removed: 30, 2022] [added: 29, 2023] and September [removed: 24, 2021,] [added: 30, 2022,] 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: 30, 2022,] [added: 29, 2023,] 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: 30, 2022] [added: 29, 2023] and September [removed: 24, 2021,] [added: 30, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended September [removed: 30, 2022,] [added: 29, 2023,] 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: 30, 2022,] [added: 29, 2023,] 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: 15, 2022,] [added: 13, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

realize a portion of its deferred tax assets, and therefore, a valuation allowance of [removed: $7.1] [added: $7.4] billion has been recorded to offset the Company’s gross deferred tax assets as of September [removed: 30, 2022] [added: 29, 2023] of [removed: $9.8] [added: $10.2] billion.

We identified the realizability of [added: certain] deferred tax assets as a critical audit matter because of the Company’s tax structure and the significant judgments and estimates made by management to determine that sufficient taxable income will be generated in the future prior to expiration to realize a portion of its deferred tax assets.

Our audit procedures related to the determination that it is more likely than not that sufficient taxable income will be generated in the future to realize [added: certain] deferred tax assets included the following, among others:

We have audited the internal control over financial reporting of TE Connectivity Ltd. and subsidiaries (the “Company”) as of September [removed: 30, 2022,] [added: 29, 2023,] 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: 30, 2022,] [added: 29, 2023,] 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 [added: consolidated] financial statements as of and for the fiscal year ended September [removed: 30, 2022,] [added: 29, 2023,] of the Company and our report dated November [removed: 15, 2022] [added: 13, 2023] expressed an unqualified opinion on those financial statements.

Fiscal Years Ended September [added: 29, 2023, September] 30, 2022, [removed: September 24, 2021,] and September [removed: 25, 2020][added: 24, 2021]

| ​ | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net sales | ​ | $ | [removed: 16,281] [added: 16,034] | ​ | $ | [removed: 14,923] [added: 16,281] | ​ | $ | [removed: 12,172] [added: 14,923] | ​ |

| Cost of sales | ​ | | [removed: 11,037] [added: 10,979] | ​ | | [removed: 10,036] [added: 11,037] | ​ | | [removed: 8,437] [added: 10,036] | ​ |

| Gross margin | [removed: ​] [added: ​] | | [removed: 5,244] [added: 5,055] | ​ | | [removed: 4,887] [added: 5,244] | ​ | | [removed: 3,735] [added: 4,887] | ​ |

| Selling, general, and administrative expenses | ​ | ​ | [removed: 1,584] [added: 1,670] | ​ | ​ | [removed: 1,512] [added: 1,584] | ​ | ​ | [removed: 1,392] [added: 1,512] | ​ |

| Research, development, and engineering expenses | ​ | ​ | [removed: 718] [added: 708] | ​ | ​ | [removed: 677] [added: 718] | ​ | ​ | [removed: 613] [added: 677] | ​ |

| Acquisition and integration costs | ​ | ​ | [removed: 45] [added: 33] | ​ | ​ | [removed: 31] [added: 45] | ​ | ​ | [removed: 36] [added: 31] | ​ |

| Restructuring and other charges, net | ​ | ​ | [removed: 141] [added: 340] | ​ | ​ | [removed: 233] [added: 141] | ​ | ​ | [removed: 257] [added: 233] | ​ |

| Operating income | [removed: ​] [added: ​] | ​ | [removed: 2,756] [added: 2,304] | ​ | ​ | [removed: 2,434] [added: 2,756] | ​ | ​ | [removed: 537] [added: 2,434] | ​ |

| Interest income | ​ | ​ | [removed: 15] [added: 60] | ​ | ​ | [removed: 17] [added: 15] | ​ | ​ | [removed: 15] [added: 17] | ​ |

| Interest expense | ​ | ​ | [removed: (66)] [added: (80)] | ​ | ​ | [removed: (56)] [added: (66)] | ​ | ​ | [removed: (48)] [added: (56)] | ​ |

| Other income (expense), net | ​ | ​ | [removed: 28] [added: (16)] | ​ | ​ | [removed: (17)] [added: 28] | ​ | ​ | [removed: 20] [added: (17)] | ​ |

| Income from continuing operations before income taxes | [removed: ​] [added: ​] | | [removed: 2,733] [added: 2,268] | ​ | | [removed: 2,378] [added: 2,733] | ​ | | [removed: 524] [added: 2,378] | ​ |

| Income tax expense | ​ | ​ | [removed: (306)] [added: (364)] | ​ | ​ | [removed: (123)] [added: (306)] | ​ | ​ | [removed: (783)] [added: (123)] | ​ |

| Income [removed: (loss)] from continuing operations | [removed: ​] [added: ​] | | [removed: 2,427] [added: 1,904] | ​ | | [removed: 2,255] [added: 2,427] | ​ | | [removed: (259)] [added: 2,255] | ​ |

| Income from discontinued operations, net of income taxes | ​ | ​ | [removed: 1] [added: 6] | ​ | ​ | [removed: 6] [added: 1] | ​ | ​ | [removed: 18] [added: 6] | ​ |

| Net [removed: income (loss)] [added: income] | [removed: ​] [added: ​] | $ | [removed: 2,428] [added: 1,910] | ​ | $ | [removed: 2,261] [added: 2,428] | ​ | $ | [removed: (241)] [added: 2,261] | ​ |

| Jean-Pierre Clamadieu | | | ​ | | | | ​ | | | |

| * | | | ​ | Director | | | ​ | November 13, 2023 | | |

| * | | | ​ | Director | | | ​ | November 13, 2023 | | |

| * | | | ​ | Director | | | ​ | November 13, 2023 | | |

| * | | | ​ | Director | | | ​ | November 13, 2023 | | |

| * | | | ​ | Director | | | ​ | November 13, 2023 | | |

| * | | | ​ | Director | | | ​ | November 13, 2023 | | |

| * | | | ​ | Director | | | ​ | November 13, 2023 | | |

| * | | | ​ | Director | | | ​ | November 13, 2023 | | |

| * | | | ​ | Director | | | ​ | November 13, 2023 | | |

November 13, 2023

November 13, 2023

| Income from discontinued operations | ​ | | 0.02 | ​ | | — | ​ | | 0.02 | ​ |

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

Fiscal Years Ended September 29, 2023, September 30, 2022, and September 24, 2021

| ​ | | 2023 | | | 2022 | | |

Fiscal Years Ended September 29, 2023, September 30, 2022, and September 24, 2021

| Net income | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,910 | ​ | ​ | — | ​ | ​ | 1,910 | ​ |

| Dividends | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (737) | ​ | ​ | — | ​ | ​ | (737) | ​ |

| Balance at fiscal year end 2023 | | 322 | ​ | $ | 142 | | (10) | ​ | $ | (1,380) | ​ | $ | — | ​ | $ | 12,947 | ​ | $ | (158) | ​ | $ | 11,551 | ​ |

Fiscal Years Ended September 29, 2023, September 30, 2022, and September 24, 2021

| Net income | ​ | $ | 1,910 | ​ | $ | 2,428 | ​ | $ | 2,261 | ​ |

| Impairment of held for sale businesses | ​ | ​ | 74 | ​ | ​ | 14 | ​ | ​ | 16 | ​ |

| Proceeds from divestiture of businesses, net of cash retained by businesses sold | ​ | ​ | 48 | ​ | ​ | 16 | ​ | ​ | (4) | ​ |

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

Fiscal 2023 and 2021 were each 52 weeks in length.

Fiscal 2022 was 53 weeks in length.

product, and we have a right to payment for such product.

In certain instances, we may sell products to customers under terms other than our standard terms.

Amounts accrued for warranty claims were $25 million at both fiscal year end 2023 and 2022.

amortized on a straight-line basis.

The ASU requires us, as a buyer in a supplier finance program, to disclose the key terms of the program, the amount of obligations outstanding, the balance sheet presentation of such amounts, and a rollforward of the obligation activity during the annual period.

Restructuring Charges, Net

| Employee severance | ​ | $ | — | ​ | $ | 238 | ​ | $ | — | ​ | $ | (50) | ​ | $ | — | ​ | $ | (1) | ​ | $ | 187 | ​ |

| Total | ​ | ​ | — | ​ | ​ | 247 | ​ | ​ | — | ​ | ​ | (51) | ​ | ​ | (6) | ​ | ​ | (1) | ​ | ​ | 189 | ​ |

| Total fiscal 2023 activity | ​ | $ | 228 | ​ | $ | 270 | ​ | $ | (10) | ​ | $ | (178) | ​ | $ | (1) | ​ | $ | 11 | ​ | $ | 320 | ​ |

| Total | ​ | ​ | 150 | ​ | ​ | 12 | ​ | ​ | (22) | ​ | ​ | (54) | ​ | ​ | (1) | ​ | ​ | (15) | ​ | ​ | 70 | ​ |

| Property, plant, and equipment | ​ | | — | ​ | ​ | 9 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (9) | ​ | ​ | — | ​ | ​ | — | ​ |

| Employee severance | ​ | | 273 | ​ | ​ | 5 | ​ | ​ | (9) | ​ | ​ | (137) | ​ | ​ | — | ​ | ​ | 3 | ​ | ​ | 135 | ​ |

| Property, plant, and equipment | ​ | ​ | — | ​ | ​ | 7 | ​ | ​ | (3) | ​ | ​ | — | ​ | ​ | (4) | ​ | ​ | — | ​ | ​ | — | ​ |

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

| Yong Nam | | | ​ | | | | ​ | | | |

TE CONNECTIVITY LTD.

November 15, 2022

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

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

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

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

| Balance at fiscal year end 2019 | | 351 | ​ | $ | 154 | | (16) | ​ | $ | (1,337) | ​ | $ | — | ​ | $ | 12,256 | ​ | $ | (503) | ​ | $ | 10,570 | ​ |

| Dividends | | — | ​ | | — | | — | ​ | | — | ​ | | — | ​ | | (634) | ​ | | — | ​ | | (634) | ​ |

| Net cash provided by discontinued operating activities | ​ | | — | ​ | | — | ​ | | 1 | ​ |

| Net cash provided by operating activities | ​ | | 2,468 | ​ | | 2,676 | ​ | | 1,992 | ​ |

| Net cash used in discontinued financing activities | ​ | | — | ​ | | — | ​ | | (1) | ​ |

| Net cash used in financing activities | ​ | | (1,684) | ​ | | (1,386) | ​ | | (1,105) | ​ |

Revenue is measured as the amount of consideration that we

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We limit our warranty to the replacement or repair of defective parts, or a refund or credit of the price of the defective product.

recognized currently in earnings.

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

| Total | ​ | ​ | 188 | ​ | ​ | 23 | ​ | ​ | — | ​ | ​ | (88) | ​ | ​ | (7) | ​ | ​ | 3 | ​ | ​ | 119 | ​ |

| Employee severance | ​ | $ | — | ​ | $ | 214 | ​ | $ | — | ​ | $ | (35) | ​ | $ | — | ​ | $ | 1 | ​ | $ | 180 | ​ |

| Total | ​ | | — | ​ | ​ | 250 | ​ | ​ | — | ​ | ​ | (35) | ​ | ​ | (28) | ​ | ​ | 1 | ​ | ​ | 188 | ​ |

| 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 | ​ |

| Total fiscal 2020 activity | ​ | $ | 264 | ​ | $ | 283 | ​ | $ | (26) | ​ | $ | (206) | ​ | $ | (37) | ​ | $ | 7 | ​ | $ | 285 | ​ |

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

The following table summarizes charges incurred for the fiscal 2021 program by segment as of fiscal year end 2022:

| ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | Cumulative | | ​ |

| ​ | ​ | Charges | | ​ |

| ​ | | Incurred | | |

| Transportation Solutions | ​ | $ | 124 | ​ |

| Total | ​ | $ | 197 | ​ |

During fiscal 2022, 2021, and 2020, we recorded net restructuring charges of $8 million, credits of $10 million, and charges of $7 million, respectively, related to pre-fiscal 2020 actions.

In fiscal 2021, due to the timing of two transactions that closed in the fourth quarter, we preliminarily allocated the purchase price of those acquisitions to goodwill and identifiable intangibles assets.

In connection with our acquisition of approximately 72% of the outstanding shares of First Sensor, we and First Sensor entered into a Domination and Profit and Loss Transfer Agreement (“DPLTA”) which became effective in fiscal 2020.

The ultimate amount and timing of any future cash payments related to the DPLTA is uncertain.

| ​ | ​ | | 9,773 | ​ | | 10,519 | ​ |