TE Connectivity (TEL) 10-K risk factor changes: FY2024 vs FY2023

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

| For the fiscal year ended September [removed: 29, 2023] [added: 27, 2024] | |

[removed: ][added: ]

| [removed: Common] [added: Ordinary] Shares, Par Value [removed: CHF 0.57] [added: $0.01] | ​ | TEL | ​ | New York Stock Exchange |

The aggregate market value of the [removed: registrant’s] common shares [added: of TE Connectivity Ltd., the predecessor of the registrant,] held by non-affiliates [removed: of the registrant] was [removed: $41.3] [added: $44.5] billion as of March [removed: 31, 2023,] [added: 29, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter.

Portions of the registrant’s Proxy Statement to be filed in connection with the registrant’s [removed: 2024] [added: 2025] 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: 7] [added: 8] |

| [Item [removed: 1C.](#ITEM1C_CYERSECURITY)] [added: 1C.](#ITEM1CCYBERSECURITY)] | [removed: [Cybersecurity](#ITEM1C_CYERSECURITY)] [added: [Cybersecurity](#ITEM1CCYBERSECURITY)] | 21 |

| [Item 2.](#ITEM2PROPERTIES_247356) | [Properties](#ITEM2PROPERTIES_247356) | [removed: 21] [added: 23] |

| [Item 3.](#ITEM3LEGALPROCEEDINGS_106864) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_106864) | [removed: 21] [added: 23] |

| [Item 4.](#Item_4_Mine_Safety) | [Mine Safety Disclosures](#Item_4_Mine_Safety) | [removed: 22] [added: 23] |

| [Item 5.](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITYREL) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITYREL) | [removed: 23] [added: 24] |

| [Item 6.](#ITEM6SELECTEDFINANCIALDATA_567333) | [Reserved](#ITEM6SELECTEDFINANCIALDATA_567333) | [removed: 24] [added: 25] |

| [Item 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 24] [added: 25] |

| [Item 9.](#Item_9_Changes_In) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item_9_Changes_In) | [removed: 44] [added: 45] |

| [Item 9A.](#ITEM9ACONTROLSANDPROCEDURES) | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES) | [removed: 44] [added: 45] |

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

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

Our broad range of connectivity and sensor [removed: solutions, proven in the harshest environments,] [added: solutions] enable [removed: advancements in] [added: the distribution of power, signal, and data to advance next-generation] transportation, [removed: industrial applications, medical technology,] [added: renewable] energy, [added: automated factories,] data [removed: communications,] [added: centers, medical technology,] and [removed: the home.][added: more.]

[removed: We] [added: Effective for fiscal 2025, we] are organized under the laws of [removed: Switzerland.][added: Ireland.]

[removed: The] [added: During fiscal 2024, we were organized under the laws of Switzerland and the] rights of holders of our shares [removed: are] [added: were] governed by Swiss law, our Swiss articles of association, and our Swiss organizational regulations.

Fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] ended on September [added: 27, 2024, September] 29, 2023, [added: and] September 30, 2022, [removed: and September 24, 2021,] respectively.

Fiscal [removed: 2023] [added: 2024] and [removed: 2021] [added: 2023] were each 52 weeks in length.

[removed: We continue to operate] [added: During fiscal 2024, we operated] through three reportable segments: Transportation Solutions, Industrial Solutions, and Communications Solutions.

See Note [removed: 20] [added: 21] to the [removed: consolidated financial statements] [added: Consolidated Financial Statements] for additional [removed: information.][added: information regarding our new segment structure.]

[removed: As of fiscal year end 2023, we] [added: We] believe our three segments [removed: serve] [added: served] a combined market of approximately [removed: $200 billion.][added: $190 billion as of fiscal year end 2024.]

| ​ | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

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

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

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

| | ● | _Automotive [removed: (72%] [added: (75%] 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, [added: 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: (16%] [added: (15%] 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: (12%] [added: (10%] 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. |

| | ● | _Industrial equipment [removed: (38%] [added: (30%] 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, and marine [removed: (26%] [added: (30%] 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: (21%] 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: (17%] [added: (19%] 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, antennas, [added: and] heat shrink [removed: tubing, and relays.][added: tubing.]

| | · | _Data and devices [removed: (61%] [added: (65%] 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, [added: tablet computers, virtual reality and artificial intelligence/machine learning applications to help our customers meet their current challenges and future innovations.] |

| | · | _Appliances [removed: (39%] [added: (35%] 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. |

TE CONNECTIVITY PLC

| Ireland (Jurisdiction of Incorporation) | 98-1779916 (I.R.S. Employer Identification No.) | +353 91 378 040 (Registrant’s telephone number) |

| Parkmore Business Park West, Parkmore, H91VN2T Ballybrit, Galway, Ireland (Address and postal code of principal executive offices) | | |

| 0.00% Senior Notes due 2025* | ​ | TEL/25 | ​ | New York Stock Exchange |

| 0.00% Senior Notes due 2029* | ​ | TEL/29 | ​ | New York Stock Exchange |

*Issued by Tyco Electronics Group S.A., an indirect wholly-owned subsidiary of TE Connectivity plc

The number of ordinary shares outstanding as of November 7, 2024 was 299,162,134.

TE CONNECTIVITY PLC

_© 2024 TE Connectivity plc.

References in this report to “TE Connectivity,” the “Company,” “we,” “us,” or “our” refer to TE Connectivity Ltd. before September 30, 2024 and to TE Connectivity plc on or after September 30, 2024.

In fiscal 2024, our board of directors and shareholders approved a change in our jurisdiction of incorporation from Switzerland to Ireland.

In connection with the change, we entered into a merger agreement with our wholly-owned subsidiary, TE Connectivity plc, a public limited company incorporated under Irish law.

Under the merger agreement, we were merged with and into TE Connectivity plc, which was the surviving entity, in order to effect our change in jurisdiction of incorporation from Switzerland to Ireland.

The merger and change in jurisdiction of incorporation were completed on September 30, 2024.

We do not anticipate any material changes in our operations or financial results as a result of the merger and change in place of incorporation.

See Notes 1 and 21 to the Consolidated Financial Statements for additional information regarding the change in place of incorporation.

New Segment Structure Effective for Fiscal 2025

Effective for the first quarter of fiscal 2025, we will reorganize our management and segments to align the organization around our fiscal 2025 strategy.

In this Annual Report, results for fiscal 2024 and prior periods are reported on the basis under which we managed our business in fiscal 2024 and do not reflect the fiscal 2025 segment reorganization.

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

| ​ | | 2024 | | | 2023 | | |

Additionally, during fiscal 2024, we achieved our fiscal 2026 goal of having at least 30% of leadership roles filled by women.

We had a participation rate of 87% in fiscal 2024 and year over year improvement in all four indices of engagement, inclusion, wellbeing, and leadership effectiveness.

Our All in on Safety initiative asks employees to complete training, review our safety policies, and sign a personal commitment to uphold a safe work environment.

We aspire to be an incident-free workplace and, as such, we have compliance audits and internal processes in place to stay ahead of workplace hazards.

These reduction goals were validated by SBTi and we are currently listed on their “Companies Taking Action” target dashboard which shows companies and financial institutions that have set science-based targets, or have committed to developing such targets.

| 30% reduction in absolute GHG emissions for Scope 3 | ​ | 2022 | ​ | 2032 | ​ |

We continue to assess our goals and ambitions and periodically update our environmental commitments.

our customers’ and investors’ perceptions of us and their preferences for maintaining relationships with companies with lower emissions, all of which could harm our reputation in the marketplace.

to compete successfully against existing or new competitors.

Risks and uncertainties related to the development and use of AI could harm our business, damage our reputation, or give rise to legal or regulatory action.

AI technologies are complex and rapidly evolving, and we face significant competition, including from our own clients, who may develop their own internal AI-related capabilities, which can lead to reduced demand for our products.

The development, adoption, and use of AI technologies is still in the early stages and involve significant risks and uncertainties, which may expose us to legal, reputational, and financial harm.

AI algorithms and training methodologies may be flawed, and datasets may be overbroad, insufficient, or contain biased information.

Moreover, the use of AI may give rise to risks related to harmful content, accuracy, bias, intellectual property infringement or misappropriation, defamation, data privacy, cybersecurity, and health and safety, among others, and also bring the possibility of new or enhanced governmental or regulatory scrutiny, litigation, or other legal liability, or ethical concerns that could adversely affect our business, reputation, or financial results.

defense industries.

none of these attacks and threats have had a material impact on our business or operations.

plaintiffs to recover treble damages.

During the fourth quarter of fiscal 2024, we concluded our open matters with BIS, with our settlement including the payment of a penalty of approximately $6 million.

We are cooperating with the DDTC in its ongoing investigation.

UNITED STATES

| --- | --- |

TE CONNECTIVITY LTD.

| Switzerland (Jurisdiction of Incorporation) | 98-0518048 (I.R.S. Employer Identification No.) |

| Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland (Address of principal executive offices) | +41 (0)52 633 66 61 (Registrant’s telephone number) |

The number of common shares outstanding as of November 9, 2023 was 310,779,275.

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

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.

| | | 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.

We aspire to have 30% of leadership roles filled by women by fiscal 2026 and are committed to increasing the total number of women across all levels of the organization.

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.

continue to drive sustainability improvements.

Also, deterioration in

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.

Certain of our operations in China were impacted in early fiscal 2023 and were shut down for a period of time in fiscal 2022; however, we do not expect the pandemic to have a significant impact on our businesses globally in the near term.

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

win future business.

Acceleration

required.

U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”).

We are cooperating with the BIS and DDTC on these matters, and the resulting investigations are ongoing.

As a Swiss corporation, we have less flexibility with respect to certain aspects of capital management involving the issuance of shares.

As a Swiss corporation, our board of directors may not declare and pay dividends or distributions on our shares or reclassify reserves on our standalone unconsolidated Swiss balance sheet without shareholder approval and without satisfying certain other requirements.

In addition, our articles of association allow us to create conditional share capital of up to 50% of the existing registered shares that may be issued only for specific purposes.

As part of the Swiss corporate law reform, effective as of January 1, 2023, the concept of authorized share capital was 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.

In March 2023, our shareholders approved, for a period of one year ending March 15, 2024, our board of directors’ authorization to issue additional new shares to a maximum of 120% and/or reduce shares to a minimum of 80% of the existing share capital, subject to certain conditions specified in our articles of association.

Additionally, subject to specified exceptions, Swiss law grants preemptive rights to existing shareholders to subscribe for new issuances of shares and advance subscription rights to existing shareholders to subscribe for new issuances of certain rights-bearing obligations from conditional share capital.

Swiss law also does not provide much flexibility in the various terms that can attach to different classes of shares, and reserves for approval by shareholders many types of corporate actions, including the creation of shares with preferential rights with respect to liquidation, dividends, and/or voting.

Moreover, under Swiss law, we generally may not issue registered shares for an amount below par value without prior shareholder approval to decrease the par value of our registered shares.

Any such actions for which our shareholders must vote will require that we file a proxy statement with the SEC and convene a meeting of shareholders, which would delay the timing to execute such actions.

Such limitations provide the board of directors less flexibility with respect to our capital management.

While we do not believe that Swiss law requirements relating to the issuance of shares will have a material adverse effect on us, we cannot provide assurance that situations will not arise where such flexibility would have provided substantial benefits to our shareholders and such limitations on our capital management flexibility would make our stock less attractive to investors.

We might not be able to make distributions on our shares without subjecting shareholders to Swiss withholding tax.

We anticipate making distributions to shareholders through a reduction of contributed surplus (as determined for Swiss tax and statutory purposes) in order to make the distributions on our shares to shareholders free of Swiss withholding

tax.

[removed: Our] [added: During fiscal 2024, our] principal executive office [removed: is] [added: was] located in Schaffhausen, Switzerland.

As of fiscal year end [removed: 2023,] [added: 2024,] 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.

As of fiscal year end [removed: 2023,] [added: 2024,] our principal centers of manufacturing output by segment and geographic region were as follows:

| EMEA | | 20 | | [removed: 20] [added: 18] | | [removed: 2] [added: 1] | | [removed: 42] [added: 39] | ​ |

| Asia–Pacific | | [removed: 9] [added: 10] | | [removed: 6] [added: 9] | | [removed: 9] [added: 8] | | [removed: 24] [added: 27] | ​ |

| Americas | | [removed: 10] [added: 7] | | [removed: 26] [added: 25] | | 2 | | [removed: 38] [added: 34] | ​ |

Cybersecurity Risk Management and Strategy

Our cybersecurity risk management strategy and processes are designed to identify, assess, and manage risks to the confidentiality, integrity, and availability of our information technology environment, systems, and information.

The cybersecurity risk management process is managed centrally and is led by our global chief information security officer

(“CISO”) who reports to our global chief information officer.

Our cybersecurity program takes a risk-based approach and is integrated with our global enterprise risk management program.

Our cybersecurity risk strategy is aligned with cyber/information security frameworks and industry standards, including the National Institute of Standards and Technology Cybersecurity Framework.

Our cybersecurity program includes the following risk management practices:

| | ● | a formal cybersecurity risk assessment is performed annually in collaboration with our enterprise risk management function, resulting in updates to plans and actions that are incorporated into improvement projects; |

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

| | ● | our cybersecurity program maturity is benchmarked annually against industry standards and norms. The result serves as a guide to identifying evolving risks, prioritizing improvements, and enhancing the program; |

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

| | ● | cybersecurity threats are evaluated throughout the year by our around-the-clock security operations center, utilizing a variety of third-party subscription and threat intelligence data sources and data collected via internal monitoring and scanning processes; |

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

| | ● | annual security awareness trainings are required to be completed by employees, and monthly phishing campaigns and additional function-specific cybersecurity trainings are also conducted; |

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

| | ● | security and risk metrics are reviewed monthly and reported to leadership quarterly; |

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

| | ● | external penetration tests are conducted annually by independent third parties and appropriate actions are taken to strengthen controls; |

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

| | ● | a cybersecurity incident response charter and plan, and playbooks are maintained by the cybersecurity incident response team. The plan and playbooks are utilized during table-top exercises and trainings. Participants may include information technology, business, corporate function, and external resources depending on the table-top scenario; and |

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

| | ● | third-party supplier security reviews are conducted based on risk. Reviews may include the assessment of security architecture, connections between our systems and the third party, data security controls, and user access controls. |

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

To date, we do not believe that any risks from cybersecurity threats, nor any previous cybersecurity incidents, have materially affected our business strategy, results of operations, or financial condition.

However, the sophistication of cyber threats continues to increase, and the preventative actions we have taken and continue to take to reduce the risk of cyber incidents and protect our systems and information may not successfully protect against future cyber incidents, which could materially affect our business strategy, results of operations, or financial condition.

For additional information on certain risks associated with cybersecurity, refer to the risk factors related to cybersecurity and information technology systems in “Part I, Item 1A.

Risk Factors.”

Cybersecurity Program Governance

Our cybersecurity program is governed by the information security committee (“ISC”), composed of our leaders from information technology, enterprise risk, legal, compliance, strategy, human resources, finance, internal audit, and various business units.

On a quarterly basis, the CISO reports to the ISC on topics such as risk mitigation project status, audit results, security metrics, cyber incidents investigated and impact, if any, and significant changes that contribute toward protecting the enterprise from cybersecurity threats.

Our CISO has over 20 years of experience in information security leadership roles and over 8 years as our CISO.

Nearly half of our board of directors have completed cybersecurity program trainings or have cybersecurity and information security industry experience.

Cybersecurity incidents are evaluated by a cross-functional management team based on defined quantitative and qualitative criteria and communicated to leadership.

We have cybersecurity and information technology third-party consultants to assist in performing forensic and technical analyses and advising leadership as needed.

The cybersecurity committee of our board of directors has oversight responsibility for cybersecurity risks.

The CISO provides updates at least twice a year to the cybersecurity committee regarding matters related to information technology and cybersecurity risks including the state of our cybersecurity programs, emerging cybersecurity developments and threats, and our strategy to mitigate cybersecurity risk.

Additionally, the full board of directors receives updates on our cybersecurity program twice a year as part of the enterprise risk management meetings.

In connection with our change in place of incorporation, Galway, Ireland became the new location of our principal executive office in fiscal 2025.

| Total | | 37 | | 52 | | 11 | | 100 | ​ |

Not applicable.

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

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 [removed: common] shares are listed and traded on the NYSE under the symbol “TEL.” As of November 8, [removed: 2023,] [added: 2024,] there were [removed: 16,159] [added: 15,324] shareholders of [removed: record of our common shares.][added: record.]

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

The graph assumes the investment of $100 in our [removed: common] shares and in each index at fiscal year end [removed: 2018] [added: 2019] and assumes the reinvestment of all dividends and distributions.

The comparisons in the graph are based upon historical data and are not indicative of, nor intended to forecast, future [removed: performance of our common shares.][added: returns.]

[removed: ][added: ]

| ​ | | [removed: 2018(1) | | | 2019] [added: 2019(1)] | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]

| Dow Jones U.S. Electrical Components [removed: and] [added: &] Equipment Index | ​ | | 100.00 | ​ | | [removed: 96.28] [added: 104.82] | ​ | | [removed: 100.92] [added: 152.18] | ​ | | [removed: 146.51] [added: 126.17] | ​ | ​ | [removed: 121.47] [added: 159.89] | ​ | ​ | [removed: 153.94] [added: 218.36] | ​ |

| (1) | $100 invested on September [removed: 28, 2018] [added: 27, 2019] in [removed: TE Connectivity Ltd.’s] [added: our] common shares and in indexes. Indexes calculated on month-end basis. |

In exercising their discretion to [removed: recommend to the shareholders that] [added: approve] such [removed: dividends be approved,] [added: dividends,] our board of directors will consider our results of operations, [removed: cash requirements and surplus,] financial condition, [added: cash requirements, future business prospects,] statutory requirements of applicable law, contractual restrictions, [added: restrictions imposed by Irish law,] and other factors that they may deem relevant.

The following table presents information about our purchases of our common shares during the quarter ended September [removed: 29, 2023:][added: 27, 2024:]

| (1) | These columns include the following transactions which occurred during the quarter ended September [removed: 29, 2023:] [added: 27, 2024:] |

| | (i) | the acquisition of [removed: 6,600] [added: 9,376] 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: 2,452,900] [added: 5,077,321] common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007. |

| (2) | Our share repurchase program authorizes us to purchase a portion of our outstanding common shares from time to time through open market or private transactions, depending on business and market conditions. The share repurchase program does not have an expiration date. [added: On October 30, 2024, our board of directors authorized an increase of $2.5 billion in our share repurchase program. See Note 17 to the Consolidated Financial Statements for additional information regarding our share repurchase program.] |

| TE Connectivity | ​ | $ | 100.00 | ​ | $ | 105.07 | ​ | $ | 161.14 | ​ | $ | 125.33 | ​ | $ | 142.85 | ​ | $ | 177.91 | ​ |

| S&P 500 Index | ​ | | 100.00 | ​ | | 113.50 | ​ | | 155.59 | ​ | | 127.18 | ​ | ​ | 154.68 | ​ | ​ | 210.00 | ​ |

At the Annual General Meeting on March 13, 2024, shareholders approved a dividend payment of $2.60 per share, payable in four equal quarterly installments of $0.65 per share.

The third and fourth installments are expected to occur in our first and second quarters of fiscal 2025.

As a result of our change in place of incorporation, beginning in our third quarter of fiscal 2025, future dividends on our ordinary shares, if any, will be declared on a quarterly basis by our board of directors as provided by Irish law.

Shareholder approval is no longer required.

| June 29–July 26, 2024 | ​ | 798,713 | ​ | $ | 153.63 | ​ | 798,713 | ​ | $ | 876,909,949 | ​ |

| July 27–August 30, 2024 | | 2,490,228 | ​ | | 148.83 | | 2,480,852 | ​ | | 507,682,852 | ​ |

| August 31–September 27, 2024 | | 1,797,756 | ​ | | 146.33 | | 1,797,756 | ​ | | 244,622,761 | ​ |

| Total | | 5,086,697 | ​ | ​ | 148.70 | | 5,077,321 | ​ | | | ​ |

| 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 | ​ |

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

| 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 | ​ | | | ​ |

Discussion of our financial condition and results of operations for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] is presented below.

Discussion of our financial condition and results of operations for fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021] [added: 2022] 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: 30, 2022.][added: 29, 2023.]

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

Our broad range of connectivity and sensor [removed: solutions, proven in the harshest environments,] [added: solutions] enable [removed: advancements in] [added: the distribution of power, signal, and data to advance next-generation] transportation, [removed: industrial applications, medical technology,] [added: renewable] energy, [added: automated factories,] data [removed: communications,] [added: centers, medical technology,] and [removed: the home.][added: more.]

Summary of Fiscal [removed: 2023] [added: 2024] Performance

| | ● | Our fiscal [removed: 2023] [added: 2024] net sales decreased [removed: 1.5%] [added: 1.2%] from fiscal [removed: 2022] [added: 2023] levels due to sales declines in the [removed: Communications] [added: Transportation] Solutions [removed: segment,] [added: and Industrial Solutions segments,] partially offset by sales [removed: increases] [added: growth] in the [removed: Transportation Solutions segment and, to a lesser degree, the Industrial] [added: Communications] Solutions segment. On an organic basis, our net sales [removed: increased 1.0%] [added: were flat] in fiscal [removed: 2023] [added: 2024] as compared to fiscal [removed: 2022. Fiscal 2022 included an additional week which contributed $306 million in net sales.] [added: 2023.] |

| | ● | _Transportation Solutions_—Our net sales [removed: increased 4.0%] [added: decreased 2.0%] due primarily to sales [removed: increases] [added: declines] in the [removed: automotive] [added: sensors] end [added: market and, to a lesser degree, the commercial transportation end] market. |

| | ● | _Industrial Solutions_—Our net sales [removed: increased 1.4%] [added: decreased 1.5%] as a result of sales [removed: increases] [added: declines] in the [removed: aerospace, defense, and marine, the energy, and the medical] [added: industrial equipment] end [removed: markets,] [added: market,] partially offset by [removed: declines] [added: sales growth] in [removed: the industrial equipment] [added: all other] end [removed: market.] [added: markets.] |

| | ● | _Communications Solutions_—Our net sales [removed: decreased 26.3%] [added: increased 3.7%] due to sales [removed: declines] [added: growth] in [removed: both] the data and devices [removed: and] [added: end market, partially offset by sales declines in] the appliances end [removed: markets.] [added: market.] |

| | ● | During fiscal [removed: 2023,] [added: 2024,] our shareholders approved a dividend payment [removed: to shareholders] of [removed: $2.36] [added: $2.60] per share, payable in four equal quarterly installments of [removed: $0.59] [added: $0.65 per share] beginning in the third quarter of fiscal [removed: 2023] [added: 2024] and ending in the second quarter of fiscal [removed: 2024.] [added: 2025.] |

| | ● | Net cash provided by operating activities was [removed: $3,132] [added: $3,477] million in fiscal [removed: 2023.] [added: 2024.] |

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

[removed: We] [added: In recent years, we] have experienced inflationary cost pressures including increased costs for transportation, energy, and raw materials.

However, we have been able to mitigate increased costs and supply chain disruptions through [added: productivity and/or] price [removed: increases or productivity.][added: increases.]

We continue to monitor [removed: the] military [removed: conflict between Russia and Ukraine,] [added: conflicts in certain parts of the world as well as] escalating tensions in surrounding [removed: countries,] [added: countries] and associated sanctions.

[removed: Neither Russia nor Ukraine represents a material portion of our business, and the military conflict] [added: These] did not have a significant impact on our business, financial condition, or results of operations during fiscal [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

In the first quarter of fiscal [removed: 2024,] [added: 2025,] we expect our net sales to be approximately [removed: $3.85] [added: $3.9] billion as compared to [removed: $3.84] [added: $3.8] billion in the first quarter of fiscal [removed: 2023.][added: 2024.]

[removed: Net] [added: Under the new structure, net] sales increases in the [removed: Transportation Solutions and] Industrial Solutions [removed: segments] [added: segment] are expected to be [removed: largely] [added: partially] offset by sales declines in the [removed: Communications] [added: Transportation] Solutions segment.

We expect diluted earnings per share from continuing operations to be approximately [removed: $1.59] [added: $1.64] per share in the first quarter of fiscal [removed: 2024.][added: 2025.]

This outlook reflects the [added: positive] impact of foreign currency exchange rates [removed: which is a positive impact of approximately $17 million] on net sales and [removed: a negative impact of approximately $0.02 per share on] earnings per share [added: of approximately $32 million and $0.04 per share, respectively,] in the first quarter of fiscal [removed: 2024] [added: 2025] as compared to the same period of fiscal [removed: 2023.][added: 2024.]

[removed: During fiscal 2023, we] [added: We] acquired one business for a cash purchase price of $110 million, net of cash [removed: acquired.][added: acquired, during fiscal 2023.]

The [removed: acquisition was] [added: acquired business has been] reported as part of our Industrial Solutions segment from the date of acquisition.

We acquired [removed: three businesses] [added: one business] for a [removed: combined] cash purchase price of [removed: $245] [added: $110] million, net of cash acquired, during fiscal [removed: 2022.][added: 2023.]

The [removed: acquisitions were] [added: acquired business has been] reported as part of our [removed: Communications] [added: Industrial] Solutions segment from the date of acquisition.

Additionally, during fiscal 2023, we recorded a pre-tax impairment charge of $68 million [removed: in connection with a] [added: when the business was reclassified to] held for [removed: sale business in our Transportation Solutions segment.][added: sale.]

| Transportation Solutions | ​ | $ | [removed: 9,588] [added: 9,398] | | 60 | % | ​ | $ | [removed: 9,219] [added: 9,588] | | [removed: 56] [added: 60] | % | ​ |

| Industrial Solutions | ​ | | [removed: 4,551] [added: 4,481] | | 28 | ​ | ​ | | [removed: 4,490] [added: 4,551] | | 28 | ​ | ​ |

| Communications Solutions | ​ | | [removed: 1,895] [added: 1,966] | | 12 | ​ | ​ | | [removed: 2,572] [added: 1,895] | | [removed: 16] [added: 12] | ​ | ​ |

| Total | ​ | $ | [removed: 16,034] [added: 15,845] | | 100 | % | ​ | $ | [removed: 16,281] [added: 16,034] | | 100 | % | ​ |

| ​ | ​ | Change in Net Sales for Fiscal [removed: 2023] [added: 2024] versus Fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | ​ |

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

Net sales decreased [removed: $247] [added: $189] million, or [removed: 1.5%,] [added: 1.2%,] in fiscal [removed: 2023] [added: 2024] as compared to fiscal [removed: 2022.][added: 2023.]

The decrease in net sales resulted primarily from the negative impact of foreign currency translation of [removed: 2.6%] [added: 0.7%] due to the weakening of certain foreign [removed: currencies, partially offset by organic] [added: currencies and the] net [removed: sales growth] [added: negative impact] of [removed: 1.0%.][added: 0.3% from divestitures and acquisitions.]

In fiscal [removed: 2023,] [added: 2024,] pricing actions positively affected organic net sales by [removed: $607] [added: $105] million.

We sell our products into approximately [removed: 140] [added: 130] countries, and approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in fiscal [removed: 2023.][added: 2024.]

The percentage of net sales in fiscal [removed: 2023] [added: 2024] by major currencies invoiced was as follows:

| Euro | | [removed: 32] [added: 30] | ​ | ​ |

| Chinese renminbi | | [removed: 16] [added: 18] | ​ | ​ |

| Japanese yen | | [removed: 5] [added: 4] | ​ | ​ |

Change in Place of Incorporation

During fiscal 2024, our board of directors and shareholders approved a change in our jurisdiction of incorporation from Switzerland to Ireland.

In connection with the change, we entered into a merger agreement with our wholly-owned subsidiary, TE Connectivity plc, a public limited company incorporated under Irish law.

Under the merger agreement, we were merged with and into TE Connectivity plc, which was the surviving entity, in order to effect our change in jurisdiction of incorporation from Switzerland to Ireland.

The merger and change in jurisdiction of incorporation were completed on September 30, 2024.

Our shareholders received one ordinary share of TE Connectivity plc for each common share of TE Connectivity Ltd. held immediately prior to the merger.

Effective for fiscal 2025, we are organized under the laws of Ireland.

We do not anticipate any material changes in our operations or financial results as a result of the merger and change in place of incorporation.

As discussed below, we will have a new segment structure effective for fiscal 2025.

During the first quarter of fiscal 2024, we acquired approximately 98.7% of the 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 purchase price of CHF 294 million (equivalent to $339 million), net of cash acquired.

During the third quarter of fiscal 2024, we completed a squeeze-out of the remaining minority shareholders for $5 million and the Schaffner shares were delisted from the SIX Swiss Exchange.

During fiscal 2024, we sold one business for net cash proceeds of $59 million.

In connection with the divestiture, we recorded a pre-tax gain on sale of $10 million.

The business sold was reported in our Transportation Solutions segment.

| ​ | | 2024 | | | | | | 2023 | | | | | |

| Transportation Solutions | ​ | $ | (190) | | (2.0) | % | $ | 29 | | 0.3 | % | $ | (60) | ​ | $ | (159) | ​ |

| Industrial Solutions | ​ | | (70) | | (1.5) | ​ | | (150) | | (3.3) | ​ | | (23) | ​ | | 103 | ​ |

| Communications Solutions | ​ | | 71 | | 3.7 | ​ | | 91 | | 4.8 | ​ | | (20) | ​ | | — | ​ |

| Total | ​ | $ | (189) | | (1.2) | % | $ | (30) | | (0.2) | % | $ | (103) | ​ | $ | (56) | ​ |

| ​ | | 2024 | | | | | | 2023 | | | | ​ | |

| Total | ​ | $ | 15,845 | | 100 | % | ​ | $ | 16,034 | | 100 | % | ​ |

| ​ | | Growth (Decline) | | | | ​ | Growth (Decline) | | | | ​ | Translation | | | (Divestitures) | | |

| EMEA | ​ | $ | (309) | | (5.0) | % | $ | (339) | | (5.5) | % | $ | 67 | ​ | $ | (37) | ​ |

| Asia–Pacific | ​ | ​ | 211 | | 4.1 | ​ | ​ | 336 | | 6.5 | ​ | ​ | (132) | ​ | ​ | 7 | ​ |

| Americas | ​ | | (91) | | (1.9) | ​ | | (27) | | (0.6) | ​ | | (38) | ​ | | (26) | ​ |

| Total | ​ | $ | (189) | | (1.2) | % | $ | (30) | | (0.2) | % | $ | (103) | ​ | $ | (56) | ​ |

In fiscal 2024, gross margin increased $401 million as compared to fiscal 2023 primarily as a result of improved manufacturing productivity and the positive impact of pricing actions.

We use a wide variety of raw materials in the manufacture of our products.

| ​ | | 2024 | | | | 2023 | | | | Change | | |

During fiscal 2024 and 2023, we initiated restructuring programs to optimize our manufacturing footprint and improve the cost structure of the organization.

During fiscal 2024, we recorded a gain on divestiture of $10 million.

During fiscal 2024, we incurred costs of $20 million related to our change in place of incorporation from Switzerland to Ireland.

| ​ | | 2024 | | | | 2023 | | | | Change | | |

| ​ | | 2024 | | | 2023 | | |

| Taxes (non-income tax) recorded in selling, general, and administrative expenses | ​ | ​ | 4 | ​ | ​ | — | ​ |

| ​ | | 2024 | | | | 2023 | | | | Change | | |

More than 30 countries have thus far enacted global minimum tax legislation.

Both Ireland and Switzerland have implemented elements of the OECD’s global minimum tax rules, effective as of January 1, 2024.

We anticipate further legislative activity and administrative guidance throughout fiscal 2025.

| ​ | | 2024 | | | | | | 2023 | | | | | |

We have implemented select price increases for certain products.

We sold our business operations in Russia, and our operations in Ukraine have been reduced.

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.

Certain of our operations in China were impacted in early fiscal 2023 and were shut down for a period of time in fiscal 2022; however, we do not expect the pandemic to have a significant impact on our businesses globally in the near term.

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.

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

| 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 | ​ |

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.

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

| 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) | ​ |

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

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

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

As a result, we have experienced shortages and price increases in some of our input materials—including certain metals—however, we have been able to initiate pricing actions to offset these impacts.

During fiscal 2023 and 2022, we initiated restructuring programs associated with cost structure improvements across all segments.

| ​ | | 2023 | | | 2022 | | |

| Acquisition-related charges: | ​ | ​ | | | ​ | | |

| Charges associated with the amortization of acquisition-related fair value adjustments | ​ | | — | ​ | | 8 | ​ |

| ​ | ​ | | 33 | ​ | | 53 | ​ |

| Restructuring-related charges recorded in cost of sales | ​ | ​ | — | ​ | ​ | 16 | ​ |

| Interest expense | ​ | ​ | 80 | ​ | ​ | ​ | 66 | ​ | ​ | ​ | 14 | ​ |

| Other income (expense), net | ​ | ​ | (16) | ​ | ​ | ​ | 28 | ​ | ​ | ​ | (44) | ​ |

In fiscal 2023, interest expense increased $14 million as compared to fiscal 2022 primarily as a result of a higher average cost of debt due to rising interest rates, partially offset by the expansion of our cross-currency swap program that hedges our net investment in certain foreign operations.

The aggregate notional value of the contracts under this program was $3,806 million at fiscal year end 2023.

Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 1.6% per annum and pay no interest.

Other Income (Expense). We recorded net periodic pension benefit cost of $16 million and credit of $25 million in net other income (expense) in fiscal 2023 and 2022, respectively.

Also, in fiscal 2022, we recorded other income of $11 million related to an indemnification receivable associated with an income tax audit.

Member states have begun to enact the rules.

Swiss Parliament recently approved a constitutional amendment to implement the rules, and the amendment was approved by public vote in June 2023.

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: 29, 2023.][added: 27, 2024.]

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: 29, 2023.][added: 27, 2024.]

Based on this evaluation, management concluded our internal control over financial reporting was effective as of September [removed: 29, 2023.][added: 27, 2024.]

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: 29, 2023,] [added: 27, 2024,] which is included in this Annual Report.

During the quarter ended September [removed: 29, 2023,] [added: 27, 2024,] 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.

In the quarter ended September [removed: 29, 2023,] [added: 27, 2024,] 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 [removed: S-K, except the following:][added: S-K.]

| | ● | 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.

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: 2024] [added: 2025] Annual General Meeting of Shareholders (the [removed: “2024] [added: “2025] Proxy Statement”), which will be filed with the SEC within 120 days after the close of our fiscal year.

The information in the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement.

The information in our [removed: 2024] [added: 2025] 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: 2023] [added: 2024] with respect to [removed: common] shares issuable under our equity compensation plans:

| Equity compensation plans [added: not] approved by security [removed: holders(1)] [added: holders(2)] | ​ | [removed: 7,223,872] [added: 236,556] | ​ | [removed: $] | [removed: 107.36] [added: 83.18] | ​ | [removed: 12,555,452] [added: —] | ​ |

| Equity compensation plans [removed: not] approved by security [removed: holders(2)] [added: holders(1)] | ​ | [removed: 415,435] [added: 7,108,778] | ​ | [added: $] | [removed: 82.54] [added: 113.60] | ​ | [removed: —] [added: 23,626,420] | ​ |

| (1) | Includes securities issuable upon exercise of outstanding options and rights under the TE Connectivity [removed: Ltd.] [added: plc. 2024 Stock and Incentive Plan, amended and restated as of September 30, 2024 (the “2024 Plan”), the TE Connectivity plc.] 2007 Stock and Incentive Plan, amended and restated as of September [removed: 17, 2020] [added: 30, 2024] (the “2007 Plan”), and the [removed: Tyco Electronics Limited] [added: TE Connectivity plc] Savings Related Share [removed: Plan.] [added: Plan, amended and restated as of September 30, 2024.] The [removed: 2007] [added: 2024] Plan provides for the award of annual performance bonuses and long-term performance awards, including share options; restricted, performance, and deferred share units; and other share-based awards (collectively, “Awards”) to board members, officers, and non-officer employees. The [removed: 2007] [added: 2024] Plan provides for a maximum of [removed: 69,843,452 common] [added: 19,939,500] shares to be issued as Awards, subject to adjustment as provided under the terms of the [added: plan. No additional grants will be made from the] 2007 [removed: Plan.] [added: Plan and previously granted awards under the 2007 Plan will continue to be settled in TE Connectivity shares.] |

| (2) | In connection with an acquisition in fiscal 2011, we assumed equity awards issued under plans sponsored by the acquired business and the remaining pool of shares available for grant under the plans. Subsequent to the acquisition, we registered 6,764,455 shares related to the plans via Forms S-3 and S-8. Those plans have since expired, and no additional grants will be made from them. Previously granted awards under the plans will continue to be settled in TE Connectivity [removed: common] shares. |

| (4) | Includes securities remaining available for future issuance under the [removed: 2007] [added: 2024] Plan, the [removed: Tyco Electronics Limited] [added: TE Connectivity plc] Savings Related [added: Share] Plan, and the [added: TE Connectivity plc] Employee Stock Purchase [removed: Plan.] [added: Plan, amended and restated as of September 30, 2024.] The [removed: 2007] [added: 2024] 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 [removed: 2007] [added: 2024] Plan and the [removed: Tyco Electronics Limited] [added: TE Connectivity plc] Savings [added: Related Share] Plan are increased by forfeitures and cancellations, among other factors. Amounts include [removed: 869,176] [added: 856,441] shares remaining available for issuance under our [removed: Tyco Electronics Limited] [added: TE Connectivity plc] Savings Related Share Plan and [removed: 3,445,482] [added: 3,032,664] shares remaining available for issuance under our [added: TE Connectivity plc] Employee Stock Purchase Plan. |

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, or by us, that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards of the New York Stock Exchange.

Copies of such policies and procedures can be found in Exhibits 19.1 and 19.2.

| Total | ​ | 7,345,334 | ​ | | | ​ | 23,626,420 | ​ |

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

The information in our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement under the caption “Agenda Item No. [removed: 7—Election] [added: 2—Ratification] of [removed: Auditors—Agenda Item No. 7.1”] [added: Auditors”] is incorporated herein by reference.

| 3.1 | ​ | [removed: [Articles] [added: [Memorandum and Articles] of Association of TE Connectivity [removed: Ltd.,] [added: plc, dated] as [removed: amended and restated](https://www.sec.gov/Archives/edgar/data/1385157/000110465923034474/tm239655d2_ex3-1.htm)] [added: of September 30, 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex3-1.htm)] | ​ | Current Report on Form 8-K | ​ | 3.1 | ​ | [removed: March 20, 2023] [added: September 30, 2024] |

| 4.1 | * | [Description of Registrant’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex4d1.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex4d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| [removed: 4.2(c)] [added: 4.2(d)] | ​ | [removed: [Tenth] [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: July 31, 2014](http://www.sec.gov/Archives/edgar/data/1385157/000110465914055474/a14-18007_1ex4d2.htm)] [added: August 3, 2017](http://www.sec.gov/Archives/edgar/data/1385157/000110465917049306/a17-18835_1ex4d2.htm)] | ​ | Current Report on Form 8-K | ​ | 4.2 | ​ | [removed: July 31, 2014] [added: August 3, 2017] |

| [removed: 4.2(d)] [added: 4.2(c)] | ​ | [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 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 |

| [removed: 4.2(e)] [added: 4.2(i)] | ​ | [removed: [Fourteenth] [added: [Twentieth] Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated August [removed: 3, 2017](http://www.sec.gov/Archives/edgar/data/1385157/000110465917049306/a17-18835_1ex4d2.htm)] [added: 2, 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924085404/tm2420720d1_ex4-1.htm)] | ​ | Current Report on Form 8-K | ​ | [removed: 4.2] [added: 4.1] | ​ | August [removed: 3, 2017] [added: 2, 2024] |

| [removed: 4.2(f)] [added: 4.2(e)] | ​ | [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 February 14, 2020](https://www.sec.gov/Archives/edgar/data/1385157/000110465920021560/tm207938d1_ex4-1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | February 14, 2020 |

| [removed: 4.2(g)] [added: 4.2(f)] | ​ | [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 |

| [removed: 4.2(h)] [added: 4.2(g)] | ​ | [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 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 |

| [removed: 4.2(i)] [added: 4.2(h)] | ​ | [Nineteenth 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 13, 2023](https://www.sec.gov/Archives/edgar/data/1385157/000110465923019309/tm235812d1_ex4-1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | February 13, 2023 |

| 10.1 | [added: ​] | [removed: [Amended] [added: [Second Amended] and Restated Five-Year Senior Credit Agreement, dated as of [removed: November 14, 2018,] [added: April 24, 2024,] by and among Tyco Electronics Group S.A., as borrower, TE Connectivity Ltd., as parent guarantor, the lenders party [removed: thereto] [added: thereto,] and Bank of America, N.A., as administrative [removed: agent](http://www.sec.gov/Archives/edgar/data/1385157/000110465918068489/a18-39748_1ex10d1.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1385157/000110465924051328/tm2412559d1_ex10-1.htm)] | ​ | Current Report on Form 8-K | ​ | 10.1 | ​ | [removed: November 14, 2018] [added: April 25, 2024] |

| 10.2 | ​ | [removed: [First Amendment to Amended] [added: [Assumption] and [removed: Restated Credit] [added: Joinder] Agreement, dated [removed: as of June 1, 2021,] [added: September 24, 2024,] by [removed: and among Tyco Electronics Group S.A., as borrower,] TE Connectivity [added: plc, TE Connectivity Switzerland] Ltd., [removed: as parent guarantor, the lenders party thereto] and Bank of America, N.A., as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/0001385157/000110465921075106/tm2117662d1_ex10-1.htm)] [added: agent under that certain Second Amended and Restated Credit Agreement, dated as of April 24, 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-1.htm)] | ​ | Current Report on Form 8-K | ​ | 10.1 | ​ | [removed: June 1, 2021] [added: September 30, 2024] |

| [removed: 10.4] [added: 10.22] | ‡ | [TE Connectivity [removed: Ltd. Annual Incentive] [added: Supplemental Savings and Retirement] Plan [removed: (as amended] [added: (amended] and [removed: restated)](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex10d3.htm)] [added: restated as of January 1, 2022)](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex10d20.htm)] | ​ | Annual Report on Form 10-K for the fiscal year [removed: ended] [added: end] September [removed: 24, 2021] [added: 29, 2023] | ​ | [removed: 10.3] [added: 10.20] | ​ | November [removed: 9, 2021] [added: 13, 2023] |

| [removed: 10.5] [added: 10.4] | ‡ | [TE Connectivity [removed: Ltd.] [added: plc] 2007 Stock and Incentive Plan [removed: (amended] [added: (Amended] and [removed: restated] [added: Restated] as of September [removed: 17, 2020)](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex10d4.htm)] [added: 30, 2024)](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-7.htm)] | ​ | [removed: Annual] [added: Current] Report on Form [removed: 10-K for the fiscal year ended September 24, 2021] [added: 8-K] | ​ | [removed: 10.4] [added: 10.7] | ​ | [removed: November 9, 2021] [added: September 30, 2024] |

| [removed: 10.6] [added: 10.7] | ‡ | [TE Connectivity [removed: Ltd.] [added: plc] Employee Stock Purchase Plan [removed: (amended] [added: (Amended] and [removed: restated] [added: Restated] as of September [removed: 22, 2021)](https://www.sec.gov/Archives/edgar/data/1385157/000155837021015228/tel-20210924xex10d5.htm)] [added: 30, 2024)](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-6.htm)] | ​ | [removed: Annual] [added: Current] Report on Form [removed: 10-K for the fiscal year ended September 24, 2021] [added: 8-K] | ​ | [removed: 10.5] [added: 10.6] | ​ | [removed: November 9, 2021] [added: September 30, 2024] |

| [removed: 10.7] [added: 10.8] | ‡ | [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: 10.8] [added: 10.9] | ‡ | [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: 10.9] [added: 10.10] | ‡ | [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: 10.10] [added: 10.11] | ‡ | [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: 10.11] [added: 10.12] | ‡ | [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) | ​ | Annual Report on Form 10-K for the fiscal year ended September 30, 2022 | ​ | 10.11 | ​ | November 15, 2022 |

| [removed: 10.12] [added: 10.14] | ‡ | [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: 10.15] | ‡ | [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) | ​ | Annual Report on Form 10-K for the fiscal year ended September 30, 2022 | ​ | 10.14 | ​ | November 15, 2022 |

| [removed: 10.14] [added: 10.18] | ‡ | [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)] | ​ | Annual Report on Form 10-K for the fiscal year ended September [removed: 27, 2019] [added: 30, 2022] | ​ | [removed: 10.15] [added: 10.17] | ​ | November [removed: 12, 2019] [added: 15, 2022] |

| [removed: 10.15] [added: 10.17] | ‡ | [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: 10.16] [added: 10.19] | ‡ | [Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in and After Fiscal Year [removed: 2022](https://www.sec.gov/Archives/edgar/data/1385157/000155837022017931/tel-20220930xex10d17.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-12.htm)] | ​ | [removed: Annual] [added: Current] Report on Form [removed: 10-K for the fiscal year ended September 30, 2022] [added: 8-K] | ​ | [removed: 10.17] [added: 10.12] | ​ | [removed: November 15, 2022] [added: September 30, 2024] |

| [removed: 10.17] [added: 10.20] | [removed: ‡] [added: ‡*] | [TE Connectivity Change in Control Severance Plan for Certain U.S. Executives (amended and restated as of [removed: December 17, 2014)](http://www.sec.gov/Archives/edgar/data/1385157/000104746915008508/a2226440zex-10_10.htm)] [added: September 30, 2024)](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d20.htm)] | ​ | [removed: Annual Report on Form 10-K for the fiscal year ended September 25, 2015] [added: ​] | ​ | [removed: 10.10] [added: ​] | ​ | [removed: November 10, 2015] [added: ​] |

| [removed: 10.18] [added: 10.21] | [removed: ‡] [added: ‡*] | [TE Connectivity Severance Plan for U.S. Executives (amended and restated as of September [removed: 13, 2018)](http://www.sec.gov/Archives/edgar/data/1385157/000104746918007210/a2237090zex-10_15.htm)] [added: 30, 2024)](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d21.htm)] | ​ | [removed: Annual Report on Form 10-K for the fiscal year ended September 28, 2018] [added: ​] | ​ | [removed: 10.15] [added: ​] | ​ | [removed: November 13, 2018] [added: ​] |

| [removed: 10.20] [added: 10.3] | ‡* | [TE Connectivity [removed: Supplemental Savings and Retirement] [added: Annual Incentive] Plan [removed: (amended] [added: (as amended] and [removed: restated as of January 1, 2022)](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex10d20.htm)] [added: restated)](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d3.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| [removed: 10.21] [added: 10.23] | ‡ | [TE Connectivity [removed: Ltd.] [added: plc] Savings Related Share Plan [removed: (amended] [added: (Amended] and [removed: restated] [added: Restated] as of [removed: March 14, 2018)](http://www.sec.gov/Archives/edgar/data/1385157/000110465918017464/a18-8171_1ex10d1.htm)] [added: September 30, 2024)](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-8.htm)] | ​ | Current Report on Form 8-K | ​ | [removed: 10.1] [added: 10.8] | ​ | [removed: March 14, 2018] [added: September 30, 2024] |

| [removed: 10.24] [added: 10.26] | ‡* | [Employment Agreement between Terrence R. Curtin and Tyco Electronics Corporation dated December 15, [removed: 2015](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex10d24.htm)] [added: 2015, as amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d26.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| [removed: 10.25] [added: 10.27] | ‡* | [Employment Agreement between Steven T. Merkt and Tyco Electronics Corporation dated December 15, [removed: 2015](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex10d25.htm)] [added: 2015, as amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d27.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| [removed: 10.26] [added: 10.28] | [removed: ‡] [added: ‡*] | [Employment Agreement between Heath A. Mitts and Tyco Electronics Corporation dated September 30, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1385157/000110465916148016/a16-19260_1ex10d1.htm)] [added: 2016, as amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d28.htm)] | ​ | [removed: Current Report on Form 8-K] [added: ​] | ​ | [removed: 10.1] [added: ​] | ​ | [removed: October 3, 2016] [added: ​] |

| [removed: 10.27] [added: 10.29] | ‡* | [Employment Agreement between John S. Jenkins and Tyco Electronics Corporation dated December 15, [removed: 2015](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex10d27.htm)] [added: 2015, as amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d29.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| [removed: 10.28] [added: 10.30] | ‡ | [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 |

| [removed: 10.29] [added: 10.31] | [removed: ‡] [added: ‡*] | [Employment Agreement between Aaron Stucki and TE Connectivity Corporation dated October 1, [removed: 2020](https://www.sec.gov/Archives/edgar/data/1385157/000155837023000648/tel-20221230xex10d1.htm)] [added: 2020, as amended](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex10d31.htm)] | ​ | [removed: Quarterly Report on Form 10-Q for the quarterly period ended December 30, 2022] [added: ​] | ​ | [removed: 10.1] [added: ​] | ​ | [removed: January 27, 2023] [added: ​] |

| [removed: 10.30] [added: 10.32] | ​ | [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/1385157/000155837023018833/tel-20230929xex21d1.htm)] [added: plc](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex21d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 22.1 | * | [Guaranteed [removed: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex22d1.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex22d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 23.1 | * | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1385157/000155837023018833/tel-20230929xex23d1.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex23d1.htm)] | ​ | ​ | ​ | ​ | ​ | ​ |

| 2.2 | ​ | [Merger Agreement between TE Connectivity Ltd. and TE Connectivity plc](https://www.sec.gov/Archives/edgar/data/1385157/000110465924035560/tm248776d5_ex2-1.htm) | ​ | Current Report on Form 8-K | ​ | 2.1 | ​ | March 18, 2024 |

| 4.2(j) | ​ | [Twenty First Supplemental Indenture among Tyco Electronics Group S.A., TE Connectivity Ltd., TE Connectivity plc, TE Connectivity Switzerland Ltd., and Deutsche Bank Trust Company Americas, dated September 24, 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex4-1.htm) | ​ | Current Report on Form 8-K | ​ | 4.1 | ​ | September 30, 2024 |

| 10.5 | ‡ | [TE Connectivity plc 2010 Stock and Incentive Plan (Amended and Restated as of September 30, 2024)](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-9.htm) | ​ | Current Report on Form 8-K | ​ | 10.9 | ​ | September 30, 2024 |

| 10.6 | ‡ | [TE Connectivity plc 2024 Stock and Incentive Plan (Amended and Restated as of September 30, 2024)](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-5.htm) | ​ | Current Report on Form 8-K | ​ | 10.5 | ​ | September 30, 2024 |

| 10.13 | ‡ | [Form of Option Award Terms and Conditions for Option Grants Beginning in November 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-10.htm) | ​ | Current Report on Form 8-K | ​ | 10.10 | ​ | September 30, 2024 |

| 10.16 | ‡ | [Form of Restricted Stock Unit Award Terms and Conditions for RSU Grants Beginning in November 2024](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-11.htm) | ​ | Current Report on Form 8-K | ​ | 10.11 | ​ | September 30, 2024 |

| 10.24 | ​ | [Form of Deed of Indemnification for directors and executive officers of TE Connectivity plc](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-2.htm) | ​ | Current Report on Form 8-K | ​ | 10.2 | ​ | September 30, 2024 |

| 10.25 | ​ | [Form of Indemnification for directors and executive officers of TE Connectivity plc](https://www.sec.gov/Archives/edgar/data/1385157/000110465924103940/tm2424199d1_ex10-3.htm) | ​ | Current Report on Form 8-K | ​ | 10.3 | ​ | September 30, 2024 |

| 19.1 | * | [TE Insider Trading and Communications with the Public Policy](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex19d1.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

| 19.2 | * | [TE Connectivity plc Policy Relating to Open Market Securities Repurchases and Compliance with Insider Trading Securities Laws](https://www.sec.gov/Archives/edgar/data/1385157/000155837024015227/tel-20240927xex19d2.htm) | ​ | ​ | ​ | ​ | ​ | ​ |

| 3.2 | ​ | [Organizational Regulations of TE Connectivity Ltd., as amended and restated](https://www.sec.gov/Archives/edgar/data/1385157/000155837022018547/tel-20221208xex3d1.htm) | ​ | Current Report on Form 8-K | ​ | 3.1 | ​ | December 12, 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) | ​ | Annual Report on Form 10-K for the fiscal year ended September 30, 2022 | ​ | 10.3 | ​ | November 15, 2022 |

| 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 |

| 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 |

| 10.23 | ‡ | [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 |

Date: November [removed: 13, 2023][added: 12, 2024]

| /s/ Terrence R. Curtin | | | ​ | Chief Executive Officer and Director | | | ​ | November [removed: 13, 2023] [added: 12, 2024] | | |

| Heath A. Mitts | | | ​ | Chief Financial Officer, and Director | | | ​ | November [removed: 13, 2023] [added: 12, 2024] | | |

| Robert J. Ott | | | ​ | Corporate Controller | | | ​ | November [removed: 13, 2023] [added: 12, 2024] | | |

| * | | | ​ | Director | | | ​ | November [removed: 13, 2023] [added: 12, 2024] | | |

| Syaru Shirley Lin | | | ​ | [added: ​] | | | ​ | [added: ​] | | |

| Abhijit Y. Talwalkar | | | ​ | [added: ​] | | | ​ | [added: ​] | | |

| Mark C. Trudeau | | | ​ | [added: ​] | | | ​ | [added: ​] | | |

| [Consolidated Statements of Operations for the Fiscal Years Ended September [added: 27, 2024, September] 29, 2023, [removed: September 30, 2022,] and September [removed: 24, 2021](#CONSOLIDATEDSTATEMENTSOFOPERATIONS_80060)] [added: 30, 2022](#CONSOLIDATEDSTATEMENTSOFOPERATIONS_80060)] | ​ | 59 |

| [Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September [added: 27, 2024, September] 29, 2023, [removed: September 30, 2022,] and September [removed: 24, 2021](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] [added: 30, 2022](#CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINC)] | ​ | 60 |

| [Consolidated Balance Sheets as of September [removed: 29, 2023] [added: 27, 2024] and September [removed: 30, 2022](#CONSOLIDATEDBALANCESHEETS_690499)] [added: 29, 2023](#CONSOLIDATEDBALANCESHEETS_690499)] | ​ | 61 |

| [Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September [added: 27, 2024, September] 29, 2023, [removed: September 30, 2022,] and September [removed: 24, 2021](#CONSOLIDATEDSTATEMENTSOFSHAREHOLDERSEQUI)] [added: 30, 2022](#CONSOLIDATEDSTATEMENTSOFSHAREHOLDERSEQUI)] | ​ | 62 |

| [Consolidated Statements of Cash Flows for the Fiscal Years Ended September [added: 27, 2024, September] 29, 2023, [removed: September 30, 2022,] and September [removed: 24, 2021](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_2618)] [added: 30, 202](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_2618)2] | ​ | 63 |

| [Schedule II—Valuation and Qualifying Accounts](#SCHEDULEIIVALUATIONANDQUALIFYINGACCOUNTS) | ​ | [removed: 100] [added: 101] |

To the [removed: Shareholders] [added: shareholders] and the Board of Directors of TE Connectivity [removed: Ltd.][added: plc]

We have audited the accompanying consolidated balance sheets of TE Connectivity Ltd. and subsidiaries (the "Company") as of September [removed: 29, 2023] [added: 27, 2024] and September [removed: 30, 2022,] [added: 29, 2023,] 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: 29, 2023,] [added: 27, 2024,] 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: 29, 2023] [added: 27, 2024] and September [removed: 30, 2022,] [added: 29, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September [removed: 29, 2023,] [added: 27, 2024,] 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: 29, 2023,] [added: 27, 2024,] 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: 13, 2023,] [added: 12, 2024,] 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: $7.4] [added: $8.3] billion has been recorded to offset the Company’s gross deferred tax assets as of September [removed: 29, 2023] [added: 27, 2024] of [removed: $10.2] [added: $12.2] billion.

| | • | With the assistance of our income tax [added: 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. |

We have audited the internal control over financial reporting of TE Connectivity Ltd. and subsidiaries (the “Company”) as of September [removed: 29, 2023,] [added: 27, 2024,] 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: 29, 2023,] [added: 27, 2024,] 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 consolidated financial statements as of and for the fiscal year ended September [removed: 29, 2023,] [added: 27, 2024,] of the Company and our report dated November [removed: 13, 2023] [added: 12, 2024] expressed an unqualified opinion on those financial statements.

Fiscal Years Ended September [added: 27, 2024, September] 29, 2023, [removed: September 30, 2022,] and September [removed: 24, 2021][added: 30, 2022]

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

| ​ | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Net sales | ​ | $ | [removed: 16,034] [added: 15,845] | ​ | $ | [removed: 16,281] [added: 16,034] | ​ | $ | [removed: 14,923] [added: 16,281] | ​ |

| Cost of sales | ​ | | [removed: 10,979] [added: 10,389] | ​ | | [removed: 11,037] [added: 10,979] | ​ | | [removed: 10,036] [added: 11,037] | ​ |

| Gross margin | ​ | | [removed: 5,055] [added: 5,456] | ​ | | [removed: 5,244] [added: 5,055] | ​ | | [removed: 4,887] [added: 5,244] | ​ |

| Selling, general, and administrative expenses | ​ | ​ | [removed: 1,670] [added: 1,732] | ​ | ​ | [removed: 1,584] [added: 1,670] | ​ | ​ | [removed: 1,512] [added: 1,584] | ​ |

| Research, development, and engineering expenses | ​ | ​ | [removed: 708] [added: 741] | ​ | ​ | [removed: 718] [added: 708] | ​ | ​ | [removed: 677] [added: 718] | ​ |

| Acquisition and integration costs | ​ | ​ | [removed: 33] [added: 21] | ​ | ​ | [removed: 45] [added: 33] | ​ | ​ | [removed: 31] [added: 45] | ​ |

| Restructuring and other charges, net | ​ | ​ | [removed: 340] [added: 166] | ​ | ​ | [removed: 141] [added: 340] | ​ | ​ | [removed: 233] [added: 141] | ​ |

| Operating income | ​ | ​ | [removed: 2,304] [added: 2,796] | ​ | ​ | [removed: 2,756] [added: 2,304] | ​ | ​ | [removed: 2,434] [added: 2,756] | ​ |

| Interest income | ​ | ​ | [removed: 60] [added: 87] | ​ | ​ | [removed: 15] [added: 60] | ​ | ​ | [removed: 17] [added: 15] | ​ |

| Interest expense | ​ | ​ | [removed: (80)] [added: (70)] | ​ | ​ | [removed: (66)] [added: (80)] | ​ | ​ | [removed: (56)] [added: (66)] | ​ |

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

| Income from continuing operations before income taxes | ​ | | [removed: 2,268] [added: 2,797] | ​ | | [removed: 2,733] [added: 2,268] | ​ | | [removed: 2,378] [added: 2,733] | ​ |

| Income tax [removed: expense] [added: (expense) benefit] | ​ | ​ | [removed: (364)] [added: 397] | ​ | ​ | [removed: (306)] [added: (364)] | ​ | ​ | [removed: (123)] [added: (306)] | ​ |

| Income from continuing operations | ​ | | [removed: 1,904] [added: 3,194] | ​ | | [removed: 2,427] [added: 1,904] | ​ | | [removed: 2,255] [added: 2,427] | ​ |

| ​ | TE CONNECTIVITY PLC | |

| * | | | ​ | Director | | | ​ | November 12, 2024 | | |

| * | | | ​ | Director | | | ​ | November 12, 2024 | | |

| * | | | ​ | Director | | | ​ | November 12, 2024 | | |

| Sam Eldessouky | | | ​ | ​ | | | ​ | ​ | | |

| * | | | ​ | Director | | | ​ | November 12, 2024 | | |

| * | | | ​ | Director | | | ​ | November 12, 2024 | | |

| * | | | ​ | Director | | | ​ | November 12, 2024 | | |

| * | | | ​ | Director | | | ​ | November 12, 2024 | | |

| * | | | ​ | Director | | | ​ | November 12, 2024 | | |

| ​ | | | ​ | ​ | | | ​ | ​ | | |

| * | | | ​ | Director | | | ​ | November 12, 2024 | | |

November 12, 2024

To the shareholders and the Board of Directors of TE Connectivity plc

November 12, 2024

| Income (loss) from discontinued operations | ​ | | — | ​ | | 0.02 | ​ | | — | ​ |

Fiscal Years Ended September 27, 2024, September 29, 2023, and September 30, 2022

| ​ | | 2024 | | | 2023 | | |

Fiscal Years Ended September 27, 2024, September 29, 2023, and September 30, 2022

| Net income | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,193 | ​ | ​ | — | ​ | ​ | 3,193 | ​ |

| Dividends | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (782) | ​ | ​ | — | ​ | ​ | (782) | ​ |

| Balance at fiscal year end 2024 | | 316 | ​ | $ | 139 | | (17) | ​ | $ | (2,322) | ​ | $ | — | ​ | $ | 14,533 | ​ | $ | 5 | ​ | $ | 12,355 | ​ |

Fiscal Years Ended September 27, 2024, September 29, 2023, and September 30, 2022

Change in Place of Incorporation

During fiscal 2024, our board of directors and shareholders approved a change in our jurisdiction of incorporation from Switzerland to Ireland.

In connection with the change, we entered into a merger agreement with our wholly-owned subsidiary, TE Connectivity plc, a public limited company incorporated under Irish law.

Under the merger agreement, we were merged with and into TE Connectivity plc, which was the surviving entity, in order to effect our change in jurisdiction of incorporation from Switzerland to Ireland.

The merger and change in jurisdiction of incorporation were completed on September 30, 2024.

See Note 21 for additional information regarding the change in place of incorporation.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, _Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,_ to improve disclosures about the nature of expenses in commonly presented financial statement captions.

The amendments are effective for our fiscal 2028 Annual Report and subsequent interim periods; however, early adoption is permitted.

The amendments can be applied either prospectively or retrospectively to all periods presented in the financial statements.

We are currently assessing the impact that adoption will have on our Consolidated Financial Statements.

In March 2024, the U.S. Securities and Exchange Commission (“SEC”) issued its final climate disclosure rules, _The Enhancement and Standardization of Climate-Related Disclosures for Investors_, which require all registrants to provide certain climate-related information in their registration statements and annual reports.

The rules require disclosure of, among other things, material climate-related risks, activities to mitigate or adapt to such risks, governance and oversight of such risks, material climate targets and goals, and Scope 1 and/or Scope 2 greenhouse gas emissions, on a phased-in basis, when those emissions are material.

In addition, the final rules require certain disclosures in the notes to the financial statements, including the effects of severe weather events and other natural conditions.

The rules are effective for us on a phased-in timeline starting in fiscal 2026; however, in April 2024, the SEC issued an order to voluntarily stay its final climate rules pending the completion of judicial review thereof by the U.S. Court of Appeals for the Eighth Circuit.

We are currently assessing the impact of the rules on our Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-09, _Income Taxes (Topic 740): Improvement to Income Tax Disclosures,_ to enhance the transparency and decision usefulness of income tax disclosures through improvements to disclosures related primarily to the rate reconciliation and income taxes paid information.

The amendments are effective for us in fiscal 2026; however, early adoption is permitted.

| ​ | TE CONNECTIVITY LTD. | |

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

| Thomas J. Lynch | | | ​ | | | | ​ | | | |

| --- | --- |

TE CONNECTIVITY LTD.

November 13, 2023

​

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| | | | | | | | |

| Balance at fiscal year end 2020 | | 339 | ​ | $ | 149 | | (8) | ​ | $ | (669) | ​ | $ | — | ​ | $ | 10,348 | ​ | $ | (445) | ​ | $ | 9,383 | ​ |

| Dividends | | — | ​ | | — | | — | ​ | | — | ​ | | — | ​ | | (656) | ​ | | — | ​ | | (656) | ​ |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

amortized on a straight-line basis.

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

| Employee severance | ​ | $ | — | ​ | $ | 199 | ​ | $ | (17) | ​ | $ | (26) | ​ | $ | — | ​ | $ | (4) | ​ | $ | 152 | ​ |

| Total | ​ | | — | ​ | ​ | 212 | ​ | ​ | (17) | ​ | ​ | (28) | ​ | ​ | (9) | ​ | ​ | (4) | ​ | ​ | 154 | ​ |

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

| Total | ​ | | 285 | ​ | | 25 | ​ | | (12) | ​ | | (147) | ​ | | (4) | ​ | | 3 | ​ | | 150 | ​ |

| Total fiscal 2021 activity | ​ | $ | 285 | ​ | $ | 237 | ​ | $ | (29) | ​ | $ | (175) | ​ | $ | (13) | ​ | $ | (1) | ​ | $ | 304 | ​ |

| ​ | ​ | Total | | ​ | Cumulative | | ​ | Remaining | | ​ |

| Total | ​ | $ | 280 | ​ | $ | 247 | ​ | $ | 33 | ​ |

During fiscal 2021, we sold two businesses which were reported in our Industrial Solutions segment.

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 $21 million.

During fiscal 2021, we acquired four businesses for a combined cash purchase price of $422 million, net of cash acquired.

See Note 7 for additional information.

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.

| ​ | ​ | | 10,490 | ​ | | 9,773 | ​ |

| Balance at fiscal year end 2021(1) | ​ | $ | 1,549 | ​ | $ | 3,437 | ​ | $ | 604 | ​ | $ | 5,590 | ​ |

| Acquisitions | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 141 | ​ | ​ | 141 | ​ |

| Purchase price adjustments | ​ | ​ | — | ​ | ​ | (91) | ​ | ​ | — | ​ | ​ | (91) | ​ |

Also during fiscal 2022, we recognized purchase price adjustments in connection with prior year acquisitions, including two acquisitions that closed late in the fourth quarter of fiscal 2021.