TE Connectivity plc 10-Q

Table of Contents ​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ​ ​ ​ (Mark One) ​ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 24, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 001-33260 (Commission File Number) TE CONNECTIVITY LTD. (Exact name of registrant as specified in its charter) 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) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of each exchange on which registered Common Shares, Par Value CHF 0.57 TEL New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of common shares outstanding as of July 22, 2022 was 319,838,968 . ​ ​ Table of Contents TE CONNECTIVITY LTD. INDEX TO FORM 10-Q ​ ​ ​ ​ ​ ​ ​ Page Part I. ​ Financial Information ​ ​ Item 1. ​ Financial Statements ​ 1 ​ ​ Condensed Consolidated Statements of Operations for the Quarters and Nine Months Ended June 24, 2022 and June 25, 2021 (unaudited) ​ 1 ​ ​ Condensed Consolidated Statements of Comprehensive Income for the Quarters and Nine Months Ended June 24, 2022 and June 25, 2021 (unaudited) ​ 2 ​ ​ Condensed Consolidated Balance Sheets as of June 24, 2022 and September 24, 2021 (unaudited) ​ 3 ​ ​ Condensed Consolidated Statements of Shareholders’ Equity for the Quarters and Nine Months Ended June 24, 2022 and June 25, 2021 (unaudited) ​ 4 ​ ​ Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 24, 2022 and June 25, 2021 (unaudited) ​ 6 ​ ​ Notes to Condensed Consolidated Financial Statements (unaudited) ​ 7 Item 2. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 21 Item 3. ​ Quantitative and Qualitative Disclosures About Market Risk ​ 37 Item 4. ​ Controls and Procedures ​ 37 ​ ​ ​ ​ ​ Part II. ​ Other Information ​ ​ Item 1. ​ Legal Proceedings ​ 38 Item 1A. ​ Risk Factors ​ 38 Item 2. ​ Unregistered Sales of Equity Securities and Use of Proceeds ​ 40 Item 6. ​ Exhibits ​ 41 Signatures ​ ​ ​ 42 ​ ​ ​ ​ i Table of Contents PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions, except per share data) ​ Net sales ​ $ 4,097 ​ $ 3,845 ​ $ 11,922 ​ $ 11,105 ​ Cost of sales ​ 2,769 ​ 2,577 ​ 8,027 ​ 7,481 ​ Gross margin ​ 1,328 ​ 1,268 ​ 3,895 ​ 3,624 ​ Selling, general, and administrative expenses ​ 393 ​ ​ 366 ​ 1,172 ​ ​ 1,128 ​ Research, development, and engineering expenses ​ 179 ​ ​ 168 ​ 539 ​ ​ 504 ​ Acquisition and integration costs ​ 11 ​ ​ 9 ​ 29 ​ ​ 23 ​ Restructuring and other charges, net ​ 26 ​ ​ 11 ​ 59 ​ ​ 195 ​ Operating income ​ ​ 719 ​ ​ 714 ​ ​ 2,096 ​ ​ 1,774 ​ Interest income ​ ​ 3 ​ ​ 3 ​ ​ 9 ​ ​ 14 ​ Interest expense ​ ( 18 ) ​ ​ ( 14 ) ​ ( 48 ) ​ ​ ( 42 ) ​ Other income, net ​ 4 ​ ​ 2 ​ 24 ​ ​ 5 ​ Income from continuing operations before income taxes ​ 708 ​ 705 ​ 2,081 ​ 1,751 ​ Income tax expense ​ ( 116 ) ​ ​ ( 124 ) ​ ( 362 ) ​ ​ ( 290 ) ​ Income from continuing operations ​ 592 ​ 581 ​ 1,719 ​ 1,461 ​ Income (loss) from discontinued operations, net of income taxes ​ 2 ​ ​ ( 1 ) ​ 1 ​ ​ 6 ​ Net income ​ $ 594 ​ $ 580 ​ $ 1,720 ​ $ 1,467 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from continuing operations ​ $ 1.84 ​ $ 1.76 ​ $ 5.31 ​ $ 4.41 ​ Income from discontinued operations ​ 0.01 ​ — ​ — ​ 0.02 ​ Net income ​ 1.84 ​ 1.76 ​ 5.31 ​ 4.43 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from continuing operations ​ $ 1.83 ​ $ 1.74 ​ $ 5.26 ​ $ 4.39 ​ Income from discontinued operations ​ 0.01 ​ — ​ — ​ 0.02 ​ Net income ​ 1.83 ​ 1.74 ​ 5.26 ​ 4.41 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average number of shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 322 ​ ​ 330 ​ 324 ​ ​ 331 ​ Diluted ​ 324 ​ ​ 333 ​ 327 ​ ​ 333 ​ See Notes to Condensed Consolidated Financial Statements. ​ 1 Table of Contents TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Net income ​ $ 594 ​ $ 580 ​ $ 1,720 ​ $ 1,467 ​ Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency translation ​ ( 225 ) ​ ​ 40 ​ ​ ( 216 ) ​ ​ 172 ​ Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes ​ 4 ​ ​ 7 ​ ​ 12 ​ ​ 19 ​ Gains (losses) on cash flow hedges, net of income taxes ​ ( 112 ) ​ ​ ( 15 ) ​ ​ ( 65 ) ​ ​ 42 ​ Other comprehensive income (loss) ​ ( 333 ) ​ 32 ​ ( 269 ) ​ 233 ​ Comprehensive income ​ ​ 261 ​ ​ 612 ​ ​ 1,451 ​ ​ 1,700 ​ Less: comprehensive (income) loss attributable to noncontrolling interests ​ ​ 4 ​ ​ ( 2 ) ​ ​ 11 ​ ​ ( 4 ) ​ Comprehensive income attributable to TE Connectivity Ltd. ​ $ 265 ​ $ 610 ​ $ 1,462 ​ $ 1,696 ​ See Notes to Condensed Consolidated Financial Statements. ​ 2 Table of Contents TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 24, ​ September 24, ​ ​ 2022 2021 ​ ​ (in millions, except share ​ ​ ​ data) ​ Assets ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 820 ​ $ 1,203 ​ Accounts receivable, net of allowance for doubtful accounts of $ 54 and $ 41 , respectively ​ 3,132 ​ 2,928 ​ Inventories ​ 3,028 ​ 2,511 ​ Prepaid expenses and other current assets ​ 603 ​ 621 ​ Total current assets ​ 7,583 ​ 7,263 ​ Property, plant, and equipment, net ​ 3,712 ​ 3,778 ​ Goodwill ​ 5,352 ​ 5,590 ​ Intangible assets, net ​ 1,355 ​ 1,549 ​ Deferred income taxes ​ 2,478 ​ 2,499 ​ Other assets ​ 868 ​ 783 ​ Total assets ​ $ 21,348 ​ $ 21,462 ​ Liabilities, redeemable noncontrolling interests, and shareholders' equity ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Short-term debt ​ $ 822 ​ $ 503 ​ Accounts payable ​ 1,917 ​ 1,911 ​ Accrued and other current liabilities ​ 2,319 ​ 2,242 ​ Total current liabilities ​ 5,058 ​ 4,656 ​ Long-term debt ​ 3,380 ​ 3,589 ​ Long-term pension and postretirement liabilities ​ 1,094 ​ 1,139 ​ Deferred income taxes ​ 186 ​ 181 ​ Income taxes ​ 322 ​ 302 ​ Other liabilities ​ 771 ​ 847 ​ Total liabilities ​ 10,811 ​ 10,714 ​ Commitments and contingencies (Note 9) ​ ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interests ​ ​ 103 ​ ​ 114 ​ Shareholders' equity: ​ ​ ​ ​ ​ ​ ​ Common shares, CHF 0.57 par value, 330,830,781 shares authorized and issued , and 336,099,881 shares authorized and issued , respectively ​ 146 ​ ​ 148 ​ Accumulated earnings ​ 12,084 ​ 11,709 ​ Treasury shares, at cost, 10,425,219 and 9,060,919 shares, respectively ​ ( 1,370 ) ​ ( 1,055 ) ​ Accumulated other comprehensive loss ​ ( 426 ) ​ ( 168 ) ​ Total shareholders' equity ​ 10,434 ​ 10,634 ​ Total liabilities, redeemable noncontrolling interests, and shareholders' equity ​ $ 21,348 ​ $ 21,462 ​ See Notes to Condensed Consolidated Financial Statements. ​ ​ 3 Table of Contents TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Quarter Ended June 24, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ ​ Common Shares ​ Treasury Shares ​ Contributed ​ Accumulated ​ Comprehensive ​ Shareholders' ​ ​ Shares Amount Shares Amount Surplus Earnings Loss Equity ​ ​ (in millions) ​ Balance at March 25, 2022 336 ​ $ 148 ( 13 ) ​ $ ( 1,769 ) ​ $ — ​ $ 12,160 ​ $ ( 97 ) ​ $ 10,442 ​ Net income — ​ — — ​ — ​ — ​ 594 ​ — ​ 594 ​ Other comprehensive loss — ​ — — ​ — ​ — ​ — ​ ( 329 ) ​ ( 329 ) ​ Share-based compensation expense — ​ — — ​ — ​ 28 ​ — ​ — ​ 28 ​ Dividends — ​ — — ​ — ​ — ​ 5 ​ — ​ 5 ​ Exercise of share options — ​ — — ​ 4 ​ — ​ — ​ — ​ 4 ​ Restricted share award vestings and other activity — ​ — 1 ​ 6 ​ ( 28 ) ​ 32 ​ — ​ 10 ​ Repurchase of common shares — ​ — ( 3 ) ​ ( 320 ) ​ — ​ — ​ — ​ ( 320 ) ​ Cancellation of treasury shares ​ ( 5 ) ​ ( 2 ) 5 ​ 709 ​ — ​ ( 707 ) ​ — ​ — ​ Balance at June 24, 2022 ​ 331 ​ $ 146 ( 10 ) ​ $ ( 1,370 ) ​ $ — ​ $ 12,084 ​ $ ( 426 ) ​ $ 10,434 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended June 24, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ ​ Common Shares ​ Treasury Shares ​ Contributed ​ Accumulated ​ Comprehensive ​ Shareholders' ​ ​ Shares Amount Shares Amount Surplus Earnings Loss Equity ​ ​ (in millions) ​ Balance at September 24, 2021 336 ​ $ 148 ( 9 ) ​ $ ( 1,055 ) ​ $ — ​ $ 11,709 ​ $ ( 168 ) ​ $ 10,634 ​ Net income — ​ — — ​ — ​ — ​ 1,720 ​ — ​ 1,720 ​ Other comprehensive loss — ​ — — ​ — ​ — ​ — ​ ( 258 ) ​ ( 258 ) ​ Share-based compensation expense — ​ — — ​ — ​ 88 ​ — ​ — ​ 88 ​ Dividends ​ — ​ — — ​ — ​ — ​ ​ ( 717 ) ​ — ​ ( 717 ) ​ Exercise of share options — ​ — — ​ 34 ​ — ​ — ​ — ​ 34 ​ Restricted share award vestings and other activity — ​ — 2 ​ 14 ​ ( 88 ) ​ 79 ​ — ​ 5 ​ Repurchase of common shares — ​ — ( 8 ) ​ ( 1,072 ) ​ — ​ — ​ — ​ ( 1,072 ) ​ Cancellation of treasury shares ​ ( 5 ) ​ ( 2 ) 5 ​ 709 ​ — ​ ( 707 ) ​ — ​ — ​ Balance at June 24, 2022 ​ 331 ​ $ 146 ( 10 ) ​ $ ( 1,370 ) ​ $ — ​ $ 12,084 ​ $ ( 426 ) ​ $ 10,434 ​ ​ ​ 4 Table of Contents TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Quarter Ended June 25, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ ​ Common Shares ​ Treasury Shares ​ Contributed ​ Accumulated ​ Comprehensive ​ Shareholders' ​ ​ Shares Amount Shares Amount Surplus Earnings Loss Equity ​ ​ (in millions) ​ Balance at March 26, 2021 339 ​ $ 149 ( 9 ) ​ $ ( 775 ) ​ $ — ​ $ 10,541 ​ $ ( 246 ) ​ $ 9,669 ​ Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 580 ​ ​ — ​ ​ 580 ​ Other comprehensive income — ​ — — ​ — ​ — ​ — ​ ​ 30 ​ 30 ​ Share-based compensation expense — ​ — — ​ — ​ 24 ​ — ​ — ​ 24 ​ Dividends — ​ — — ​ — ​ — ​ 3 ​ — ​ 3 ​ Exercise of share options — ​ — — ​ 11 ​ — ​ — ​ — ​ 11 ​ Restricted share award vestings and other activity — ​ — — ​ 6 ​ ( 24 ) ​ 29 ​ — ​ 11 ​ Repurchase of common shares — ​ — ( 2 ) ​ ( 282 ) ​ — ​ — ​ — ​ ( 282 ) ​ Cancellation of treasury shares ​ ( 3 ) ​ ( 1 ) 3 ​ 262 ​ — ​ ( 261 ) ​ — ​ — ​ Balance at June 25, 2021 ​ 336 ​ $ 148 ( 8 ) ​ $ ( 778 ) ​ $ — ​ $ 10,892 ​ $ ( 216 ) ​ $ 10,046 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended June 25, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ ​ Common Shares ​ Treasury Shares ​ Contributed ​ Accumulated ​ Comprehensive ​ Shareholders' ​ ​ Shares Amount Shares Amount Surplus Earnings Loss Equity ​ ​ (in millions) ​ Balance at September 25, 2020 339 ​ $ 149 ( 8 ) ​ $ ( 669 ) ​ $ — ​ $ 10,348 ​ $ ( 445 ) ​ $ 9,383 ​ Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 1,467 ​ ​ — ​ ​ 1,467 ​ Other comprehensive income — ​ — — ​ — ​ — ​ — ​ 229 ​ 229 ​ Share-based compensation expense — ​ — — ​ — ​ 73 ​ — ​ — ​ 73 ​ Dividends — ​ — — ​ — ​ — ​ ( 658 ) ​ — ​ ( 658 ) ​ Exercise of share options — ​ — 2 ​ 130 ​ — ​ — ​ — ​ 130 ​ Restricted share award vestings and other activity — ​ — — ​ 90 ​ ( 73 ) ​ ( 4 ) ​ — ​ 13 ​ Repurchase of common shares — ​ — ( 5 ) ​ ( 591 ) ​ — ​ — ​ — ​ ( 591 ) ​ Cancellation of treasury shares ​ ( 3 ) ​ ( 1 ) 3 ​ 262 ​ — ​ ( 261 ) ​ — ​ — ​ Balance at June 25, 2021 ​ 336 ​ $ 148 ( 8 ) ​ $ ( 778 ) ​ $ — ​ $ 10,892 ​ $ ( 216 ) ​ $ 10,046 ​ See Notes to Condensed Consolidated Financial Statements. ​ ​ 5 Table of Contents TE CONNECTIVITY LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ ​ 2022 2021 ​ ​ (in millions) ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 1,720 ​ $ 1,467 ​ Income from discontinued operations, net of income taxes ​ ( 1 ) ​ ( 6 ) ​ Income from continuing operations ​ 1,719 ​ 1,461 ​ Adjustments to reconcile income from continuing operations to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 597 ​ 590 ​ Deferred income taxes ​ ( 18 ) ​ ( 62 ) ​ Non-cash lease cost ​ ​ 98 ​ ​ 90 ​ Provision for losses on accounts receivable and inventories ​ 79 ​ 32 ​ Share-based compensation expense ​ 88 ​ 73 ​ Other ​ ( 19 ) ​ ( 45 ) ​ Changes in assets and liabilities, net of the effects of acquisitions and divestitures: ​ ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ ( 108 ) ​ ( 638 ) ​ Inventories ​ ( 439 ) ​ ( 482 ) ​ Prepaid expenses and other current assets ​ 57 ​ ( 14 ) ​ Accounts payable ​ ( 48 ) ​ 646 ​ Accrued and other current liabilities ​ ( 316 ) ​ 110 ​ Income taxes ​ 53 ​ 61 ​ Other ​ ( 219 ) ​ 80 ​ Net cash provided by operating activities ​ 1,524 ​ 1,902 ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 556 ) ​ ( 454 ) ​ Proceeds from sale of property, plant, and equipment ​ 98 ​ 85 ​ Acquisition of businesses, net of cash acquired ​ ( 116 ) ​ ( 126 ) ​ Other ​ 6 ​ ( 2 ) ​ Net cash used in investing activities ​ ( 568 ) ​ ( 497 ) ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ Net increase in commercial paper ​ 237 ​ — ​ Proceeds from issuance of debt ​ 588 ​ 661 ​ Repayment of debt ​ ( 558 ) ​ ( 706 ) ​ Proceeds from exercise of share options ​ 34 ​ 130 ​ Repurchase of common shares ​ ( 1,086 ) ​ ( 518 ) ​ Payment of common share dividends to shareholders ​ ( 506 ) ​ ( 483 ) ​ Other ​ ( 39 ) ​ ( 27 ) ​ Net cash used in financing activities ​ ( 1,330 ) ​ ( 943 ) ​ Effect of currency translation on cash ​ ( 9 ) ​ 9 ​ Net increase (decrease) in cash, cash equivalents, and restricted cash ​ ( 383 ) ​ 471 ​ Cash, cash equivalents, and restricted cash at beginning of period ​ 1,203 ​ 945 ​ Cash, cash equivalents, and restricted cash at end of period ​ $ 820 ​ $ 1,416 ​ See Notes to Condensed Consolidated Financial Statements. ​ ​ 6 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation The unaudited Condensed Consolidated Financial Statements of TE Connectivity Ltd. (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and the instructions to Form 10-Q under the Securities Exchange Act of 1934. In management’s opinion, the unaudited Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period. The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021. Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2022 and fiscal 2021 are to our fiscal years ending September 30, 2022 and ended September 24, 2021, respectively. 2. Restructuring and Other Charges, Net Net restructuring and other charges consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Restructuring charges, net ​ $ 26 ​ $ 10 ​ $ 69 ​ $ 170 ​ (Gain) loss on divestitures and impairment of held for sale businesses ​ ​ — ​ ​ — ​ ​ ( 10 ) ​ ​ 21 ​ Other charges, net ​ — ​ 1 ​ — ​ 4 ​ Restructuring and other charges, net ​ $ 26 ​ $ 11 ​ $ 59 ​ $ 195 ​ ​ Net restructuring and related charges by segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Transportation Solutions ​ $ 9 ​ $ 2 ​ $ 24 ​ $ 130 ​ Industrial Solutions ​ 11 ​ 6 ​ 29 ​ 26 ​ Communications Solutions ​ 6 ​ 2 ​ 16 ​ 14 ​ Restructuring charges, net ​ ​ 26 ​ ​ 10 ​ ​ 69 ​ ​ 170 ​ Plus: charges included in cost of sales (1) ​ ​ 4 ​ ​ — ​ ​ 16 ​ ​ — ​ Restructuring and related charges, net ​ $ 30 ​ $ 10 ​ $ 85 ​ $ 170 ​ (1) Charges included in cost of sales were attributable to inventory-related charges within the Industrial Solutions segment. 7 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Activity in our restructuring reserves was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ ​ September 24, ​ ​ ​ ​ Changes in ​ Cash ​ Non-Cash ​ Currency ​ June 24, ​ ​ 2021 Charges Estimate Payments Items Translation 2022 ​ ​ (in millions) ​ Fiscal 2022 Actions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee severance ​ $ — ​ $ 57 ​ $ — ​ $ ( 4 ) ​ $ — ​ $ — ​ $ 53 ​ Property, plant, and equipment and other non-cash charges ​ ​ — ​ ​ 27 ​ ​ — ​ ​ — ​ ​ ( 27 ) ​ ​ — ​ ​ — ​ Total ​ ​ — ​ ​ 84 ​ ​ — ​ ​ ( 4 ) ​ ​ ( 27 ) ​ ​ — ​ ​ 53 ​ Fiscal 2021 Actions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee severance ​ ​ 152 ​ ​ 2 ​ ​ ( 4 ) ​ ​ ( 73 ) ​ ​ — ​ ​ ( 10 ) ​ ​ 67 ​ Facility and other exit costs ​ ​ 2 ​ ​ 3 ​ ​ — ​ ​ ( 4 ) ​ ​ — ​ ​ — ​ ​ 1 ​ Property, plant, and equipment ​ ​ — ​ ​ 2 ​ ​ — ​ ​ — ​ ​ ( 2 ) ​ ​ — ​ ​ — ​ Total ​ ​ 154 ​ ​ 7 ​ ​ ( 4 ) ​ ​ ( 77 ) ​ ​ ( 2 ) ​ ​ ( 10 ) ​ ​ 68 ​ Pre-Fiscal 2021 Actions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee severance ​ ​ 135 ​ ​ — ​ ​ ( 7 ) ​ ​ ( 34 ) ​ ​ — ​ ​ ( 10 ) ​ ​ 84 ​ Facility and other exit costs ​ ​ 15 ​ ​ 8 ​ ​ ( 4 ) ​ ​ ( 11 ) ​ ​ — ​ ​ — ​ ​ 8 ​ Property, plant, and equipment ​ ​ — ​ ​ 4 ​ ​ ( 3 ) ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ ​ — ​ Total ​ ​ 150 ​ ​ 12 ​ ​ ( 14 ) ​ ​ ( 45 ) ​ ​ ( 1 ) ​ ​ ( 10 ) ​ ​ 92 ​ Total Activity ​ $ 304 ​ $ 103 ​ $ ( 18 ) ​ $ ( 126 ) ​ $ ( 30 ) ​ $ ( 20 ) ​ $ 213 ​ ​ Fiscal 2022 Actions During fiscal 2022, we initiated a restructuring program associated with footprint consolidation and cost structure improvements across all segments. During the nine months ended June 24, 2022, we recorded restructuring and related charges of $ 84 million in connection with this program. We expect to complete all restructuring actions commenced during the nine months ended June 24, 2022 by the end of fiscal 2024 and to incur additional charges of approximately $ 16 million. The following table summarizes expected, incurred, and remaining charges for the fiscal 2022 program by segment as of June 24, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ Cumulative ​ Remaining ​ ​ ​ Expected ​ Charges ​ Expected ​ ​ Charges Incurred Charges ​ ​ (in millions) ​ Transportation Solutions ​ $ 28 ​ $ 24 ​ $ 4 ​ Industrial Solutions ​ 47 ​ 45 ​ 2 ​ Communications Solutions ​ 25 ​ 15 ​ 10 ​ Total ​ $ 100 ​ $ 84 ​ $ 16 ​ ​ Fiscal 2021 Actions During fiscal 2021, we initiated a restructuring program across all segments to optimize our manufacturing footprint and improve the cost structure of the organization. In connection with this program, during the nine months ended June 24, 2022 and June 25, 2021, we recorded net restructuring charges of $ 3 million and $ 162 million, respectively. We expect additional charges related to fiscal 2021 actions to be insignificant. 8 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) The following table summarizes charges incurred for the fiscal 2021 program by segment as of June 24, 2022: ​ ​ ​ ​ ​ ​ ​ Cumulative ​ ​ ​ Charges ​ ​ Incurred ​ ​ (in millions) ​ Transportation Solutions ​ $ 125 ​ Industrial Solutions ​ 49 ​ Communications Solutions ​ 24 ​ Total ​ $ 198 ​ ​ Pre-Fiscal 2021 Actions During the nine months ended June 24, 2022 and June 25, 2021, we recorded net restructuring credits of $ 2 million and charges of $ 8 million, respectively, related to pre-fiscal 2021 actions. We expect additional charges related to pre-fiscal 2021 actions to be insignificant. Total Restructuring Reserves Restructuring reserves included on the Condensed Consolidated Balance Sheets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 24, ​ September 24, ​ ​ 2022 2021 ​ ​ (in millions) ​ Accrued and other current liabilities ​ $ 160 ​ $ 236 ​ Other liabilities ​ 53 ​ 68 ​ Restructuring reserves ​ $ 213 ​ $ 304 ​ ​ ​ 3. Acquisitions During the nine months ended June 24, 2022, we acquired two businesses for a combined cash purchase price of $ 141 million, net of cash acquired. The acquisitions were reported as part of our Communications Solutions segment from the date of acquisition. We acquired two businesses for a combined cash purchase price of $ 125 million, net of cash acquired, during the nine months ended June 25, 2021. The acquisitions were reported as part of our Industrial Solutions segment from the date of acquisition. 4. Inventories Inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 24, ​ September 24, ​ ​ 2022 2021 ​ ​ (in millions) ​ Raw materials ​ $ 419 ​ $ 320 ​ Work in progress ​ 1,190 ​ 991 ​ Finished goods ​ 1,419 ​ 1,200 ​ Inventories ​ $ 3,028 ​ $ 2,511 ​ ​ ​ 9 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 5. Goodwill The changes in the carrying amount of goodwill by segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation Industrial Communications ​ ​ ​ ​ Solutions ​ Solutions ​ Solutions ​ Total ​ ​ ​ (in millions) ​ September 24, 2021 (1) ​ $ 1,549 ​ $ 3,446 ​ $ 595 ​ $ 5,590 ​ Acquisitions ​ ​ — ​ ​ — ​ ​ 82 ​ ​ 82 ​ Purchase price adjustments ​ ​ — ​ ​ ( 101 ) ​ ​ — ​ ​ ( 101 ) ​ Currency translation and other ​ ( 64 ) ​ ( 130 ) ​ ( 25 ) ​ ( 219 ) ​ June 24, 2022 (1) ​ $ 1,485 ​ $ 3,215 ​ $ 652 ​ $ 5,352 ​ (1) At June 24, 2022 and September 24, 2021, accumulated impairment losses for the Transportation Solutions, Industrial Solutions, and Communications Solutions segments were $ 3,091 million, $ 669 million, and $ 489 million, respectively. During the nine months ended June 24, 2022, we recognized goodwill in the Communications Solutions segment in connection with recent acquisitions. Also during the nine months ended June 24, 2022, we recognized purchase price adjustments in the Industrial Solutions segment in connection with prior year acquisitions, including two acquisitions that closed late in the fourth quarter of fiscal 2021. See Note 3 for additional information regarding acquisitions. 6. Intangible Assets, Net Intangible assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 24, 2022 ​ September 24, 2021 ​ ​ Gross ​ ​ Net Gross ​ ​ Net ​ ​ ​ Carrying ​ Accumulated ​ Carrying ​ Carrying ​ Accumulated ​ Carrying ​ ​ ​ Amount ​ Amortization ​ Amount ​ Amount ​ Amortization ​ Amount ​ ​ (in millions) ​ Customer relationships ​ $ 1,687 ​ $ ( 700 ) ​ $ 987 ​ $ 1,766 ​ $ ( 660 ) ​ $ 1,106 ​ Intellectual property ​ ​ 1,216 ​ ​ ( 860 ) ​ ​ 356 ​ ​ 1,262 ​ ​ ( 832 ) ​ ​ 430 ​ Other ​ 18 ​ ( 6 ) ​ 12 ​ 19 ​ ( 6 ) ​ 13 ​ Total ​ $ 2,921 ​ $ ( 1,566 ) ​ $ 1,355 ​ $ 3,047 ​ $ ( 1,498 ) ​ $ 1,549 ​ ​ Intangible asset amortization expense was $ 48 million for both the quarters ended June 24, 2022 and June 25, 2021, and $ 145 million and $ 144 million for the nine months ended June 24, 2022 and June 25, 2021, respectively. At June 24, 2022, the aggregate amortization expense on intangible assets is expected to be as follows: ​ ​ ​ ​ ​ ​ (in millions) Remainder of fiscal 2022 ​ $ 48 ​ Fiscal 2023 ​ ​ 191 ​ Fiscal 2024 ​ 161 ​ Fiscal 2025 ​ 146 ​ Fiscal 2026 ​ 139 ​ Fiscal 2027 ​ 120 ​ Thereafter ​ 550 ​ Total ​ $ 1,355 ​ ​ 10 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 7. Debt During the nine months ended June 24, 2022, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued $ 600 million aggregate principal amount of 2.50 % senior notes due in February 2032. The notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur. The notes are fully and unconditionally guaranteed as to payment on an unsecured basis by TE Connectivity Ltd. During the nine months ended June 24, 2022, we reclassified € 550 million of 1.10 % senior notes due in March 2023 from long-term debt to short-term debt on the Condensed Consolidated Balance Sheet. During the nine months ended June 24, 2022, TEGSA completed an early redemption of $ 500 million aggregate principal amount of 3.50 % senior notes due in February 2022. As of June 24, 2022, TEGSA had $ 237 million of commercial paper outstanding at a weighted-average interest rate of 1.92 %. TEGSA had no commercial paper outstanding at September 24, 2021. The fair value of our debt, based on indicative valuations, was approximately $ 4,134 million and $ 4,465 million at June 24, 2022 and September 24, 2021, respectively. 8. Leases The components of lease cost were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ (in millions) Operating lease cost ​ $ 34 ​ $ 31 ​ $ 98 ​ $ 90 ​ Variable lease cost ​ ​ 15 ​ ​ 13 ​ ​ 40 ​ ​ 37 ​ Total lease cost ​ $ 49 ​ $ 44 ​ $ 138 ​ $ 127 ​ ​ Cash flow information, including significant non-cash transactions, related to leases was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ ​ 2022 2021 ​ (in millions) Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ Payments for operating leases (1) ​ $ 92 ​ $ 90 ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use assets, including modifications of existing leases, obtained in exchange for operating lease liabilities ​ ​ 102 ​ ​ 65 ​ (1) These payments are included in cash flows from operating activities, primarily in changes in accrued and other current liabilities. 11 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 9. Commitments and Contingencies Legal Proceedings In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows. Trade Compliance Matters We are investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the 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 both our internal assessment and the resulting investigations by the agencies remain ongoing. We are unable to predict the timing and final outcome of the agencies’ investigations. An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties. While we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigations into these matters have yet to be completed and the final outcome of such investigations and related fines and penalties may differ from amounts currently reserved. Environmental Matters We are involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods. As of June 24, 2022, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $ 17 million to $ 45 million, and we accrued $ 20 million as the probable loss, which was the best estimate within this range. We believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows. Guarantees In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows. At June 24, 2022, we had outstanding letters of credit, letters of guarantee, and surety bonds of $ 134 million, excluding those related to our Subsea Communications (“SubCom”) business which are discussed below. During fiscal 2019, we sold our SubCom business. In connection with the sale, we contractually agreed to continue to honor performance guarantees and letters of credit related to the SubCom business’ projects that existed as of the date of sale. These performance guarantees and letters of credit had a combined value of approximately $ 116 million as of June 24, 2022 and are expected to expire at various dates through fiscal 2027. We have contractual recourse against the SubCom business if we are required to perform on any SubCom guarantees; however, based on historical experience, we do not anticipate having to perform. 12 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 10. Financial Instruments Foreign Currency Exchange Rate Risk We utilize cross-currency swap contracts to reduce our exposure to foreign currency exchange rate risk associated with certain intercompany loans. The aggregate notional value of these contracts was € 200 million and € 700 million at June 24, 2022 and September 24, 2021, respectively. Certain contracts were terminated during the nine months ended June 24, 2022; the remaining contracts mature in the fourth quarter of fiscal 2022. Under the terms of these contracts, which have been designated as cash flow hedges, we make interest payments in euros at 3.50 % per annum and receive interest in U.S. dollars at a weighted-average rate of 5.26 % per annum. Upon maturity, we will pay the notional value of the contracts in euros and receive U.S. dollars from our counterparties. In connection with the cross-currency swap contracts, both counterparties to each contract are required to provide cash collateral. These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 24, ​ September 24, ​ ​ 2022 2021 ​ ​ (in millions) ​ Prepaid expenses and other current assets ​ $ 18 ​ $ — ​ Other liabilities ​ — ​ 20 ​ ​ At June 24, 2022 and September 24, 2021, collateral received from or paid to our counterparties approximated the net derivative position. Collateral is recorded in accrued and other current liabilities when the contracts are in a net asset position, or prepaid expenses and other current assets when the contracts are in a net liability position on the Condensed Consolidated Balance Sheets. The impacts of these cross-currency swap contracts were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Losses recorded in other comprehensive income (loss) ​ $ ( 1 ) ​ $ ( 1 ) ​ $ ( 6 ) $ ( 5 ) ​ Gains (losses) excluded from the hedging relationship (1) ​ 13 ​ ( 11 ) ​ 52 ​ ( 23 ) ​ (1) Gains and losses excluded from the hedging relationship are recognized prospectively in selling, general, and administrative expenses and are offset by losses and gains generated as a result of re-measuring certain intercompany loans to the U.S. dollar. Hedge of Net Investment We hedge our net investment in certain foreign operations using intercompany loans and external borrowings denominated in the same currencies. The aggregate notional value of these hedges was $ 2,203 million and $ 3,798 million at June 24, 2022 and September 24, 2021, respectively. We also use a cross-currency swap program to hedge our net investment in certain foreign operations. The aggregate notional value of the contracts under this program was $ 1,767 million and $ 1,430 million at June 24, 2022 and September 24, 2021, respectively. Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 1.51 % per annum and pay no interest. Upon the maturity of these contracts at various dates through fiscal 2026, we will pay the notional value of the contracts in the designated foreign currency and receive U.S. dollars from our counterparties. We are not required to provide collateral for these contracts. 13 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 24, ​ September 24, ​ ​ 2022 2021 ​ ​ (in millions) ​ Prepaid expenses and other current assets ​ $ 28 ​ $ 3 ​ Other assets ​ 97 ​ 18 ​ Accrued and other current liabilities ​ ​ — ​ ​ 13 ​ Other liabilities ​ ​ — ​ ​ 18 ​ ​ The impacts of our hedge of net investment programs were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Foreign currency exchange gains (losses) on intercompany loans and external borrowings (1) ​ $ 156 ​ $ ( 46 ) ​ $ 344 ​ $ ( 81 ) ​ Gains (losses) on cross-currency swap contracts designated as hedges of net investment (1) ​ 78 ​ ( 14 ) ​ 148 ​ ( 41 ) ​ (1) Recorded as currency translation, a component of accumulated other comprehensive income (loss), and offset by changes attributable to the translation of the net investment. Interest Rate Risk Management We may utilize forward starting interest rate swap contracts to manage interest rate exposure in periods prior to the anticipated issuance of fixed rate debt. During the nine months ended June 24, 2022, we terminated forward starting interest rate swap contracts with an aggregate notional value of $ 450 million as a result of the issuance of our 2.50 % senior notes due in 2032. At fiscal year end 2021, these forward starting interest rate swap contracts were recorded on the Condensed Consolidated Balance Sheet as follows; there were no such balances at June 24, 2022: ​ ​ ​ ​ ​ ​ ​ ​ September 24, ​ ​ 2021 ​ ​ (in millions) ​ Prepaid expenses and other current assets ​ $ 7 ​ Accrued and other current liabilities ​ ​ 38 ​ ​ The impacts of these forward starting interest rate swap contracts were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Gains (losses) recorded in other comprehensive income (loss) ​ $ — ​ $ ( 11 ) ​ $ 13 $ 36 ​ ​ Commodity Hedges As part of managing the exposure to certain commodity price fluctuations, we utilize commodity swap contracts. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in prices of commodities used in production. These contracts had an aggregate notional value of $ 605 million and $ 512 million at 14 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) June 24, 2022 and September 24, 2021, respectively, and were designated as cash flow hedges. These commodity swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 24, ​ September 24, ​ ​ 2022 2021 ​ ​ (in millions) ​ Prepaid expenses and other current assets ​ $ 2 ​ $ 23 ​ Accrued and other current liabilities ​ ​ 57 ​ ​ 18 ​ Other liabilities ​ ​ 10 ​ ​ 4 ​ ​ The impacts of these commodity swap contracts were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Gains (losses) recorded in other comprehensive income (loss) ​ $ ( 106 ) ​ $ 24 ​ $ ( 45 ) $ 78 ​ Gains reclassified from accumulated other comprehensive income (loss) into cost of sales ​ ​ 15 ​ ​ 27 ​ ​ 35 ​ ​ 66 ​ ​ We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with commodity hedges will be reclassified into the Condensed Consolidated Statement of Operations within the next twelve months. 11. Retirement Plans The net periodic pension benefit cost (credit) for all non-U.S. and U.S. defined benefit pension plans was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-U.S. Plans ​ U.S. Plans ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Quarters Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Operating expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service cost ​ $ 11 ​ $ 10 ​ $ 2 ​ $ 3 ​ Other (income) expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest cost ​ 8 ​ 7 ​ 7 ​ 7 ​ Expected return on plan assets ​ ( 15 ) ​ ( 13 ) ​ ( 11 ) ​ ( 13 ) ​ Amortization of net actuarial loss ​ 6 ​ 8 ​ — ​ 3 ​ Amortization of prior service credit ​ ( 1 ) ​ ( 3 ) ​ — ​ — ​ Net periodic pension benefit cost (credit) ​ $ 9 ​ $ 9 ​ $ ( 2 ) ​ $ — ​ ​ 15 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-U.S. Plans ​ U.S. Plans ​ ​ ​ For the ​ For the ​ ​ ​ Nine Months Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Operating expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Service cost ​ $ 31 ​ $ 34 ​ $ 6 ​ $ 9 ​ Other (income) expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest cost ​ 25 ​ 21 ​ 20 ​ 23 ​ Expected return on plan assets ​ ( 44 ) ​ ( 40 ) ​ ( 35 ) ​ ( 39 ) ​ Amortization of net actuarial loss ​ 19 ​ 23 ​ 2 ​ 7 ​ Amortization of prior service credit ​ ( 4 ) ​ ( 6 ) ​ — ​ — ​ Net periodic pension benefit cost (credit) ​ $ 27 ​ $ 32 ​ $ ( 7 ) ​ $ — ​ ​ During the nine months ended June 24, 2022, we contributed $ 29 million to our non-U.S. pension plans. 12. Income Taxes We recorded income tax expense of $ 116 million and $ 124 million for the quarters ended June 24, 2022 and June 25, 2021, respectively. The income tax expense for the quarter ended June 24, 2022 included a $ 21 million income tax benefit related to the tax impacts of an intercompany transaction. Our estimated annual effective tax rate for fiscal 2022 includes a total income tax benefit of approximately $ 75 million related to this transaction, with a portion recognized in the nine months ended June 24, 2022 and the remainder to be recognized in the fourth quarter of fiscal 2022. We recorded income tax expense of $ 362 million and $ 290 million for the nine months ended June 24, 2022 and June 25, 2021, respectively. The income tax expense for the nine months ended June 24, 2022 included a $ 57 million income tax benefit related to the tax impacts of the intercompany transaction discussed above and $ 27 million of income tax expense related to the write-down of certain deferred tax assets to the lower corporate tax rate enacted in the canton of Schaffhausen. In addition, the income tax expense for the nine months ended June 24, 2022 included $ 12 million of income tax expense related to an income tax audit of an acquired entity. As we are entitled to indemnification of pre-acquisition period tax obligations under the terms of the purchase agreement, we recorded an associated indemnification receivable and other income of $ 11 million during the nine months ended June 24, 2022. The income tax expense for the nine months ended June 25, 2021 included a $ 29 million income tax benefit related to an Internal Revenue Service approved change in the tax method of depreciating or amortizing certain assets . During the nine months ended June 24, 2022, we completed additional intercompany transactions that resulted in a non-U.S. subsidiary recording an increase in deferred tax assets for tax loss and credit carryforwards of approximately $ 4.0 billion. We do not expect this subsidiary to generate sufficient future taxable income to realize these deferred tax assets; therefore, we recognized a corresponding increase to the valuation allowance. Accordingly, there was no impact to the Condensed Consolidated Statement of Operations for the nine months ended June 24, 2022 or Condensed Consolidated Balance Sheet as of June 24, 2022. Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that, as of June 24, 2022, approximately $ 100 million of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months. We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Consolidated Balance Sheet as of June 24, 2022. 16 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 13. Earnings Per Share The weighted-average number of shares outstanding used in the computations of basic and diluted earnings per share were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Basic ​ 322 ​ 330 ​ 324 ​ 331 ​ Dilutive impact of share-based compensation arrangements ​ 2 ​ 3 ​ 3 ​ 2 ​ Diluted ​ 324 ​ 333 ​ 327 ​ 333 ​ ​ For both the quarter and nine months ended June 24, 2022, one million share options were not included in the computation of diluted earnings per share because the instruments’ underlying exercise prices were greater than the average market prices of our common shares and inclusion would be antidilutive. 14. Shareholders’ Equity Common Shares Held in Treasury In March 2022, our shareholders approved the cancellation of approximately five million shares purchased under our share repurchase program during the period beginning September 26, 2020 and ending September 24, 2021. The capital reduction by cancellation of these shares was subject to a notice period and filing with the commercial register in Switzerland and became effective in May 2022. Dividends We paid cash dividends to shareholders as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ Quarters Ended ​ Nine Months Ended ​ June 24, June 25, June 24, June 25, ​ 2022 2021 2022 2021 Dividends paid per common share ​ $ 0.56 ​ $ 0.50 ​ $ 1.56 ​ $ 1.46 ​ ​ In March 2022, our shareholders approved a dividend payment to shareholders of $ 2.24 per share, payable in four equal quarterly installments of $ 0.56 per share beginning in the third quarter of fiscal 2022 and ending in the second quarter of fiscal 2023. Upon shareholders’ approval of a dividend payment, we record a liability with a corresponding charge to shareholders’ equity. At June 24, 2022 and September 24, 2021, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $ 538 million and $ 327 million, respectively. 17 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Share Repurchase Program During the quarter ended June 24, 2022, our board of directors authorized an increase of $ 1.5 billion in our share repurchase program. Common shares repurchased under the share repurchase program were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ ​ 2022 2021 ​ ​ (in millions) ​ Number of common shares repurchased ​ 8 ​ 5 ​ Repurchase value $ 1,072 $ 591 ​ ​ At June 24, 2022, we had $ 2.0 billion of availability remaining under our share repurchase authorization. 15. Share Plans Share-based compensation expense, which was included in selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations, was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Share-based compensation expense $ 28 $ 24 ​ $ 88 $ 73 ​ ​ As of June 24, 2022, there was $ 160 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 1.8 years. During the quarter ended December 24, 2021, we granted the following share-based awards as part of our annual incentive plan grant: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grant-Date ​ ​ Shares Fair Value ​ ​ (in millions) ​ ​ ​ ​ Share options ​ 0.8 ​ $ 37.67 ​ Restricted share awards ​ 0.3 ​ 158.00 ​ Performance share awards ​ 0.1 ​ ​ 158.00 ​ ​ As of June 24, 2022, we had 11 million shares available for issuance under the TE Connectivity Ltd. 2007 Stock and Incentive Plan, amended and restated as of September 17, 2020. Share-Based Compensation Assumptions The assumptions we used in the Black-Scholes-Merton option pricing model for the options granted as part of our annual incentive plan grant were as follows: ​ ​ ​ ​ ​ ​ Expected share price volatility 29 % Risk-free interest rate ​ 1.1 % ​ Expected annual dividend per share ​ $ 2.00 ​ ​ Expected life of options (in years) ​ 5.1 ​ ​ ​ ​ 18 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 16. Segment and Geographic Data Net sales by segment (1) and industry end market (2) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Transportation Solutions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Automotive ​ $ 1,629 ​ $ 1,600 ​ $ 4,802 ​ $ 4,859 ​ Commercial transportation ​ 400 ​ 382 ​ 1,159 ​ 1,095 ​ Sensors ​ 271 ​ 283 ​ 811 ​ 822 ​ Total Transportation Solutions ​ ​ 2,300 ​ ​ 2,265 ​ ​ 6,772 ​ ​ 6,776 ​ Industrial Solutions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Industrial equipment ​ ​ 479 ​ ​ 377 ​ ​ 1,413 ​ ​ 1,011 ​ Aerospace, defense, oil, and gas ​ 271 ​ 260 ​ 774 ​ 777 ​ Energy ​ 207 ​ 187 ​ 579 ​ 544 ​ Medical ​ ​ 177 ​ ​ 178 ​ ​ 502 ​ ​ 495 ​ Total Industrial Solutions ​ ​ 1,134 ​ ​ 1,002 ​ ​ 3,268 ​ ​ 2,827 ​ Communications Solutions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Data and devices ​ ​ 417 ​ ​ 329 ​ ​ 1,151 ​ ​ 841 ​ Appliances ​ 246 ​ 249 ​ 731 ​ 661 ​ Total Communications Solutions ​ ​ 663 ​ ​ 578 ​ ​ 1,882 ​ ​ 1,502 ​ Total ​ $ 4,097 ​ $ 3,845 ​ $ 11,922 ​ $ 11,105 ​ (1) Intersegment sales were not material. (2) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. 19 Table of Contents TE CONNECTIVITY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Net sales by geographic region (1) and segment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Europe/Middle East/Africa (“EMEA”): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation Solutions ​ $ 894 ​ $ 913 ​ $ 2,564 ​ $ 2,729 ​ Industrial Solutions ​ 470 ​ 417 ​ 1,368 ​ 1,168 ​ Communications Solutions ​ 84 ​ 83 ​ 263 ​ 222 ​ Total EMEA ​ 1,448 ​ 1,413 ​ 4,195 ​ 4,119 ​ Asia–Pacific: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation Solutions ​ 825 ​ 868 ​ 2,636 ​ 2,619 ​ Industrial Solutions ​ 205 ​ 183 ​ 611 ​ 517 ​ Communications Solutions ​ ​ 372 ​ ​ 333 ​ ​ 1,036 ​ ​ 877 ​ Total Asia–Pacific ​ 1,402 ​ 1,384 ​ 4,283 ​ 4,013 ​ Americas: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation Solutions ​ ​ 581 ​ ​ 484 ​ ​ 1,572 ​ ​ 1,428 ​ Industrial Solutions ​ 459 ​ 402 ​ 1,289 ​ 1,142 ​ Communications Solutions ​ ​ 207 ​ ​ 162 ​ ​ 583 ​ ​ 403 ​ Total Americas ​ 1,247 ​ 1,048 ​ 3,444 ​ 2,973 ​ Total ​ $ 4,097 ​ $ 3,845 ​ $ 11,922 ​ $ 11,105 ​ (1) Net sales to external customers are attributed to individual countries based on the legal entity that records the sale. Operating income by segment was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Transportation Solutions ​ $ 383 ​ $ 433 ​ $ 1,187 ​ $ 1,139 ​ Industrial Solutions ​ ​ 169 ​ ​ 148 ​ ​ 440 ​ ​ 335 ​ Communications Solutions ​ ​ 167 ​ ​ 133 ​ ​ 469 ​ ​ 300 ​ Total ​ $ 719 ​ $ 714 ​ $ 2,096 ​ $ 1,774 ​ ​ ​ ​ 20 Table of Contents ​ ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including but not limited to those under the heading “Forward-Looking Information” and “Part II. Item 1A. Risk Factors.” Our Condensed Consolidated Financial Statements have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The following discussion includes organic net sales growth (decline) which is a non-GAAP financial measure. See “Non-GAAP Financial Measure” for additional information regarding this measure. Ov erview TE Connectivity Ltd. (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) is a global industrial technology leader creating a safer, sustainable, productive, and connected future. Our broad range of connectivity and sensor solutions, proven in the harshest environments, enable advancements in transportation, industrial applications, medical technology, energy, data communications, and the home. The third quarter and first nine months of fiscal 2022 included the following: ● Our net sales increased 6.6% and 7.4% in the third quarter and first nine months of fiscal 2022, respectively, as compared to the same periods of fiscal 2021 due primarily to sales growth in the Industrial Solutions and Communications Solutions segments. On an organic basis, our net sales increased 10.6% and 9.0% during the third quarter and first nine months of fiscal 2022, respectively, as compared to the same periods of fiscal 2021. ● Our net sales by segment were as follows: ● Transportation Solutions —Our net sales increased 1.5% in the third quarter of fiscal 2022 due to sales increases in the automotive and commercial transportation end markets, partially offset by sales declines in the sensors end market. In the first nine months of fiscal 2022, our net sales were flat as compared to the first nine months of fiscal 2021 as sales declines in the automotive and sensors end markets were offset by sales increases in the commercial transportation end market. ● Industrial Solutions —Our net sales increased 13.2% and 15.6% in the third quarter and first nine months of fiscal 2022, respectively, primarily as a result of sales increases in the industrial equipment end market. ● Communications Solutions —Our net sales increased 14.7% and 25.3% in the third quarter and first nine months of fiscal 2022, respectively, due primarily to sales increases in the data and devices end market. ● Net cash provided by operating activities was $1,524 million in the first nine months of fiscal 2022. Russia-Ukraine Military Conflict We are monitoring the military conflict between Russia and Ukraine, escalating tensions in surrounding countries, and associated sanctions. We suspended our business operations in Russia, and our operations in Ukraine have been reduced 21 Table of Contents to focus on the safety of our employees. We have experienced increased costs for transportation, energy, and raw materials due in part to the negative impact of the Russia-Ukraine military conflict on the global economy. The increased costs and supply chain implications resulting from the conflict have not been significant to our business, and we have been able to partially mitigate them through price increases or productivity. Neither Russia nor Ukraine represents a material portion of our business, and the military conflict has not had a significant impact on our business, financial condition, or result of operations during the first nine months of fiscal 2022. The full impact of the military conflict on our business operations and financial performance remains uncertain. The extent to which the conflict may impact our business in future periods will depend on future developments, including the severity and duration of the conflict, its impact on regional and global economic conditions, and supply chain disruptions. We will continue to actively monitor the conflict and assess the related sanctions and other effects and may take further actions if necessary. COVID-19 Pandemic The COVID-19 pandemic has affected nearly all regions around the world and resulted in business slowdowns or shutdowns and travel restrictions in affected areas. The pandemic had a negative impact on certain of our businesses in fiscal 2021 and continued to impact certain of our operations in China in the first nine months of fiscal 2022. The pandemic has not had a significant impact on our ability to staff our operations, and we do not expect that it will continue to have a significant impact on our businesses globally in fiscal 2022 . Throughout our operations, we implemented additional health and safety measures for the protection of our employees, including providing personal protective equipment, enhanced cleaning and sanitizing of our facilities, and remote working arrangements. The COVID-19 pandemic has impacted and continues to impact our business operations globally, causing disruption in our suppliers’ and customers’ supply chains, some of our business locations to reduce or suspend operations, and a reduction in demand for certain products from direct customers or end markets. In addition, the pandemic had far-reaching impacts on many additional aspects of our operations, both directly and indirectly, including with respect to its impacts on customer behaviors, business and manufacturing operations, inventory, our employees, and the market generally. We assessed the impact of the COVID-19 pandemic and adjusted our operations and businesses, a number of which are operating as essential businesses, and will continue to do so if necessary . 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 further spread of the virus, variant strains of the virus, and the resumption of high levels of infections and hospitalizations as well as the success of public health advancements, including vaccine production and distribution. While certain of our operations were shut down in China for a period of time in fiscal 2022, we do not expect the COVID-19 pandemic to have a significant impact on our businesses globally in fiscal 2022. However, it may have a negative impact on our financial condition, liquidity, and results of operations in future periods. In response to the pandemic and resulting economic environment, we have taken and continue to focus on actions to manage costs. These include restructuring and other cost reduction initiatives, such as reducing discretionary spending and travel. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, suppliers, shareholders, and the communities in which we operate. Outlook In the fourth quarter of fiscal 2022, we expect our net sales to be approximately $4.2 billion as compared to $3.8 billion in the fourth quarter of fiscal 2021. We expect diluted earnings per share from continuing operations to be approximately $1.79 per share in the fourth quarter of fiscal 2022. This outlook reflects the negative impact of foreign currency exchange rates on net sales and earnings per share of approximately $275 million and $0.11 per share, respectively, in the fourth quarter of fiscal 2022 as compared to the fourth quarter of fiscal 2021. Additionally, this outlook includes approximately $250 million in net sales and $0.10 earnings per share resulting from an additional week in the fourth quarter of fiscal 2022. We expect our net sales to be approximately $16.1 billion in fiscal 2022 as compared to $14.9 billion in fiscal 2021. We expect diluted earnings per share from continuing operations to be approximately $7.04 per share in fiscal 2022. This 22 Table of Contents outlook includes an additional week in fiscal 2022 and reflects the negative impact of foreign currency exchange rates on net sales and earnings per share of approximately $700 million and $0.17 per share, respectively, in fiscal 2022 as compared to fiscal 2021. The above outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels. We are monitoring the current macroeconomic environment, including any continued impacts from the Russia-Ukraine military conflict and the COVID-19 pandemic, and its potential effects on our customers and the end markets we serve. We have taken actions to manage costs and will continue to closely manage our costs in line with economic conditions. Additionally, we are managing our capital resources and monitoring capital availability to ensure that we have sufficient resources to fund future capital needs. See further discussion in “Liquidity and Capital Resources.” Acquisition During the first nine months of fiscal 2022, we acquired two businesses for a combined cash purchase price of $141 million, net of cash acquired. The acquisitions were reported as part of our Communications Solutions segment from the date of acquisition. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions. Results of Operations Net Sales The following table presents our net sales and the percentage of total net sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ ​ June 24, ​ ​ June 25, ​ ​ June 24, ​ ​ June 25, ​ ​ ​ 2022 2021 2022 2021 ​ ($ in millions) ​ Transportation Solutions ​ $ 2,300 ​ 56 % ​ $ 2,265 ​ 59 % ​ $ 6,772 ​ 57 % ​ $ 6,776 ​ 61 % ​ Industrial Solutions ​ 1,134 28 ​ ​ 1,002 26 ​ ​ 3,268 27 ​ ​ 2,827 25 ​ ​ Communications Solutions ​ 663 16 ​ ​ 578 15 ​ ​ 1,882 16 ​ ​ 1,502 14 ​ ​ Total ​ $ 4,097 100 % ​ $ 3,845 100 % ​ $ 11,922 100 % ​ $ 11,105 100 % ​ The following table provides an analysis of the change in our net sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended June 24, 2022 ​ Change in Net Sales for the Nine Months Ended June 24, 2022 ​ ​ ​ versus Net Sales for the Quarter Ended June 25, 2021 ​ versus Net Sales for the Nine Months Ended June 25, 2021 ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ ​ Growth ​ Growth ​ Translation ​ (Divestiture) Growth (Decline) ​ Growth Translation (Divestitures) ​ ​ ($ in millions) Transportation Solutions ​ $ 35 1.5 % $ 192 8.3 % $ (157) ​ $ — ​ $ (4) (0.1) % $ 251 3.7 % $ (255) ​ $ — ​ Industrial Solutions ​ 132 13.2 ​ 125 12.7 ​ (53) ​ 60 ​ 441 15.6 ​ 380 13.5 ​ (101) ​ 162 ​ Communications Solutions ​ 85 14.7 ​ 92 15.9 ​ (20) ​ 13 ​ 380 25.3 ​ 378 25.1 ​ (29) ​ 31 ​ Total ​ $ 252 6.6 % $ 409 10.6 % $ (230) ​ $ 73 ​ $ 817 7.4 % $ 1,009 9.0 % $ (385) ​ $ 193 ​ Net sales increased $252 million, or 6.6%, in the third quarter of fiscal 2022 as compared to the third quarter of fiscal 2021. The increase in net sales resulted from organic net sales growth of 10.6% and net sales contributions of 1.9% from acquisitions and a divestiture, partially offset by the negative impact of foreign currency translation of 5.9% due to the weakening of certain foreign currencies. In the third quarter of fiscal 2022, pricing actions positively affected organic net sales by $159 million. 23 Table of Contents In the first nine months of fiscal 2022, net sales increased $817 million, or 7.4%, as compared to the first nine months of fiscal 2021. The increase in net sales resulted from organic net sales growth of 9.0% and net sales contributions of 1.8% from acquisitions and divestitures, partially offset by the negative impact of foreign currency translation of 3.4% due to the weakening of certain foreign currencies. Pricing actions positively affected organic net sales by $332 million in the first nine months of fiscal 2022. See further discussion of net sales below under “Segment Results.” Net Sales by Geographic Region. Our business operates in three geographic regions—Europe/Middle East/Africa (“EMEA”), Asia–Pacific, and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates. Increases or decreases in the value of the U.S. dollar, compared to other currencies, will directly affect our reported results as we translate those currencies into U.S. dollars at the end of each fiscal period. Approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first nine months of fiscal 2022. The following table presents our net sales and the percentage of total net sales by geographic region (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ ​ June 24, ​ ​ June 25, ​ ​ June 24, ​ ​ June 25, ​ ​ ​ 2022 2021 2022 2021 ​ ​ ($ in millions) ​ ​ EMEA ​ $ 1,448 ​ 36 % ​ $ 1,413 ​ 37 % ​ $ 4,195 ​ 35 % ​ $ 4,119 ​ 37 % ​ Asia–Pacific ​ ​ 1,402 34 ​ ​ ​ 1,384 36 ​ ​ ​ 4,283 36 ​ ​ ​ 4,013 36 ​ ​ Americas ​ 1,247 30 ​ ​ 1,048 27 ​ ​ 3,444 29 ​ ​ 2,973 27 ​ ​ Total ​ $ 4,097 100 % ​ $ 3,845 100 % ​ $ 11,922 100 % ​ $ 11,105 100 % ​ (1) Net sales to external customers are attributed to individual countries based on the legal entity that records the sale. The following table provides an analysis of the change in our net sales by geographic region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended June 24, 2022 ​ Change in Net Sales for the Nine Months Ended June 24, 2022 ​ ​ ​ versus Net Sales for the Quarter Ended June 25, 2021 ​ versus Net Sales for the Nine Months Ended June 25, 2021 ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ ​ Growth Growth Translation (Divestiture) Growth Growth ​ Translation ​ (Divestitures) ​ ​ ($ in millions) EMEA ​ $ 35 2.5 % $ 152 10.7 % $ (161) ​ $ 44 ​ $ 76 1.8 % $ 258 ​ 6.2 % $ (297) ​ $ 115 ​ Asia–Pacific ​ 18 ​ 1.3 ​ ​ 76 ​ 5.4 ​ ​ (72) ​ ​ 14 ​ 270 6.7 ​ 319 7.9 ​ (88) ​ 39 ​ Americas ​ 199 19.0 ​ 181 17.3 ​ 3 ​ 15 ​ 471 15.8 ​ 432 14.5 ​ — ​ 39 ​ Total ​ $ 252 6.6 % $ 409 10.6 % $ (230) ​ $ 73 ​ $ 817 7.4 % $ 1,009 ​ 9.0 % $ (385) ​ $ 193 ​ 24 Table of Contents Cost of Sales and Gross Margin The following table presents cost of sales and gross margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ Nine Months Ended ​ ​ ​ ​ ​ ​ June 24, ​ June 25, ​ ​ ​ June 24, ​ June 25, ​ ​ ​ ​ 2022 2021 Change 2022 2021 Change ​ ​ ($ in millions) ​ Cost of sales ​ $ 2,769 ​ $ 2,577 ​ $ 192 ​ $ 8,027 ​ $ 7,481 ​ $ 546 ​ As a percentage of net sales ​ 67.6 % 67.0 % ​ 67.3 % 67.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ $ 1,328 ​ $ 1,268 ​ $ 60 ​ $ 3,895 ​ $ 3,624 ​ $ 271 ​ As a percentage of net sales ​ 32.4 % 33.0 % ​ 32.7 % 32.6 % ​ Gross margin increased $60 million and $271 million in the third quarter and first nine months of fiscal 2022, respectively, as compared to the same periods of fiscal 2021. The increases were primarily a result of the positive impact of pricing actions and higher volume, partially offset by inflationary pressure on material and operating costs. We use a wide variety of raw materials in the manufacture of our products, and cost of sales and gross margin are subject to variability in raw material prices. In recent years, raw material prices and availability have been impacted by worldwide events, including the COVID-19 pandemic and, more recently, the military conflict between Russia and Ukraine. As a result, we have experienced shortages and price increases in some of our input materials—including copper, gold, silver, and palladium—however, we have been able to initiate pricing actions which have partially offset these impacts. The following table presents the average prices incurred related to copper, gold, silver, and palladium: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ Measure 2022 2021 2022 2021 Copper Lb. ​ $ 4.12 ​ $ 3.41 $ 4.02 ​ $ 3.07 Gold Troy oz. ​ 1,850 ​ 1,735 1,826 ​ 1,664 Silver ​ Troy oz. ​ ​ 24.72 ​ ​ 22.92 ​ ​ 24.31 ​ ​ 21.11 ​ Palladium Troy oz. ​ 2,383 ​ 2,438 2,370 ​ 2,229 We expect to purchase approximately 215 million pounds of copper, 135,000 troy ounces of gold, 2.7 million troy ounces of silver, and 15,000 troy ounces of palladium in fiscal 2022. Operating Expenses The following table presents operating expense information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ Nine Months Ended ​ ​ ​ ​ ​ ​ June 24, ​ June 25, ​ ​ ​ June 24, ​ June 25, ​ ​ ​ ​ 2022 2021 Change 2022 2021 Change ​ ​ ($ in millions) ​ Selling, general, and administrative expenses ​ $ 393 ​ $ 366 ​ $ 27 ​ $ 1,172 ​ $ 1,128 ​ $ 44 ​ As a percentage of net sales ​ 9.6 % 9.5 % ​ 9.8 % 10.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restructuring and other charges, net ​ $ 26 ​ $ 11 ​ $ 15 ​ $ 59 ​ $ 195 ​ $ (136) ​ Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $27 million and $44 million in the third quarter and first nine months of fiscal 2022, respectively, from the same periods of fiscal 2021 due primarily to increased selling expenses to support higher sales levels, the impact of inflation, and incremental expenses attributable to recent acquisitions, partially offset by lower incentive compensation costs. 25 Table of Contents Restructuring and Other Charges, Net. We are committed to continuous productivity improvements, and we evaluate opportunities to simplify our global manufacturing footprint, migrate facilities to lower-cost regions, reduce fixed costs, and eliminate excess capacity. These initiatives are designed to help us maintain our competitiveness in the industry, improve our operating leverage, and position us for future growth. During fiscal 2022 and 2021, we initiated restructuring programs associated with footprint consolidation and cost structure improvements across all segments. We incurred net restructuring and related charges of $85 million during the first nine months of fiscal 2022, of which $16 million was recorded in cost of sales. Annualized cost savings related to the fiscal 2022 actions commenced during the first nine months of fiscal 2022 are expected to be approximately $75 million and are expected to be realized by the end of fiscal 2024. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. For fiscal 2022, we expect total restructuring charges to be approximately $150 million and total spending, which will be funded with cash from operations, to be approximately $160 million. See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding net restructuring and other charges. Operating Income The following table presents operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ Nine Months Ended ​ ​ ​ ​ ​ ​ June 24, ​ June 25, ​ ​ ​ June 24, ​ June 25, ​ ​ ​ ​ 2022 2021 Change 2022 2021 Change ​ ​ ($ in millions) ​ Operating income ​ $ 719 ​ $ 714 ​ $ 5 ​ $ 2,096 ​ $ 1,774 ​ $ 322 ​ Operating margin ​ 17.5 % 18.6 % ​ 17.6 % 16.0 % ​ Operating income included the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Acquisition-related charges: ​ ​ ​ ​ ​ Acquisition and integration costs ​ $ 11 ​ $ 9 ​ $ 29 ​ $ 23 ​ Charges associated with the amortization of acquisition-related fair value adjustments ​ 1 ​ — ​ 9 ​ 3 ​ ​ ​ 12 ​ 9 ​ 38 ​ 26 ​ Restructuring and other charges, net ​ 26 ​ 11 ​ 59 ​ 195 ​ Restructuring-related charges recorded in cost of sales ​ ​ 4 ​ ​ — ​ ​ 16 ​ ​ — ​ Total ​ $ 42 ​ $ 20 ​ $ 113 ​ $ 221 ​ See discussion of operating income below under “Segment Results.” 26 Table of Contents Non-Operating Items The following table presents select non-operating information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ Nine Months Ended ​ ​ ​ ​ ​ ​ June 24, ​ June 25, ​ ​ ​ June 24, ​ June 25, ​ ​ ​ ​ 2022 2021 Change 2022 2021 Change ​ ​ ($ in millions) ​ Income tax expense ​ $ 116 ​ $ 124 ​ $ (8) ​ $ 362 ​ $ 290 ​ $ 72 ​ Effective tax rate ​ 16.4 % 17.6 % ​ 17.4 % 16.6 % ​ Income Taxes. See Note 12 to the Condensed Consolidated Financial Statements for discussion of items impacting income tax expense and the effective tax rate for the third quarters and first nine months of fiscal 2022 and 2021. Segment Results Transportation Solutions Net Sales. The following table presents the Transportation Solutions segment’s net sales and the percentage of total net sales by industry end market (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ ​ June 24, ​ ​ June 25, ​ ​ June 24, ​ ​ June 25, ​ ​ ​ 2022 2021 2022 2021 ​ ​ ($ in millions) ​ ​ Automotive ​ $ 1,629 71 % ​ $ 1,600 71 % ​ $ 4,802 ​ 71 % ​ $ 4,859 ​ 72 % ​ Commercial transportation ​ 400 17 ​ ​ 382 17 ​ ​ 1,159 17 ​ ​ 1,095 16 ​ ​ Sensors ​ 271 12 ​ ​ 283 12 ​ ​ 811 12 ​ ​ 822 12 ​ ​ Total ​ $ 2,300 100 % ​ $ 2,265 100 % ​ $ 6,772 100 % ​ $ 6,776 100 % ​ (1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. The following table provides an analysis of the change in the Transportation Solutions segment’s net sales by industry end market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended June 24, 2022 ​ Change in Net Sales for the Nine Months Ended June 24, 2022 ​ ​ ​ versus Net Sales for the Quarter Ended June 25, 2021 ​ versus Net Sales for the Nine Months Ended June 25, 2021 ​ ​ Net Sales Organic Net Sales ​ ​ Net Sales Organic Net Sales ​ ​ ​ ​ Growth (Decline) ​ Growth ​ Translation ​ Growth (Decline) ​ Growth ​ Translation ​ ​ ($ in millions) Automotive ​ $ 29 ​ 1.8 % $ 148 ​ 9.1 % $ (119) ​ $ (57) ​ (1.2) % $ 137 ​ 2.7 % $ (194) ​ Commercial transportation ​ 18 4.7 ​ 38 9.8 ​ (20) ​ 64 5.8 ​ 95 8.6 ​ (31) ​ Sensors ​ (12) (4.2) ​ 6 1.5 ​ (18) ​ (11) (1.3) ​ 19 2.2 ​ (30) ​ Total ​ $ 35 1.5 % $ 192 8.3 % $ (157) ​ $ (4) (0.1) % $ 251 3.7 % $ (255) ​ Net sales in the Transportation Solutions segment increased $35 million, or 1.5%, in the third quarter of fiscal 2022 from the third quarter of fiscal 2021 due to organic net sales growth of 8.3%, partially offset by the negative impact of foreign currency translation of 6.8%. Our organic net sales by industry end market were as follows: ● Automotive— Our organic net sales increased 9.1% in the third quarter of fiscal 2022 with growth of 15.0% in the Americas region, 8.2% in the EMEA region, and 7.4% in the Asia–Pacific region. Overall, our organic net sales growth resulted primarily from increased content per vehicle. Global automotive production in the third quarter of fiscal 2022 was consistent with third quarter fiscal 2021 levels . 27 Table of Contents ● Commercial transportation— Our organic net sales increased 9.8% in the third quarter of fiscal 2022 due primarily to market growth in the Americas and EMEA regions as well as content and share gains. ● Sensors— Our organic net sales increased 1.5% in the third quarter of fiscal 2022 as a result of growth in industrial applications , partially offset by declines in transportation applications. In the first nine months of fiscal 2022, net sales in the Transportation Solutions segment decreased slightly as compared to the first nine months of fiscal 2021 as the negative impact of foreign currency translation of 3.8% was offset by organic net sales growth of 3.7%. Our organic net sales by industry end market were as follows: ● Automotive— Our organic net sales increased 2.7% in the first nine months of fiscal 2022 with growth of 6.5% in the Asia–Pacific region and 5.9% in the Americas region, partially offset by declines of 2.4% in the EMEA region. Overall, our organic net sales increased due primarily to increased content per vehicle, despite declines in global automotive production. ● Commercial transportation— Our organic net sales increased 8.6% in the first nine months of fiscal 2022 primarily as a result of market growth in the Americas and EMEA regions as well as content and share gains. ● Sensors— Our organic net sales increased 2.2% in the first nine months of fiscal 2022 due to growth in industrial applications, partially offset by declines in transportation applications. Operating Income. The following table presents the Transportation Solutions segment’s operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ Nine Months Ended ​ ​ ​ ​ ​ ​ June 24, ​ June 25, ​ ​ ​ ​ June 24, ​ June 25, ​ ​ ​ ​ ​ 2022 2021 Change 2022 2021 Change ​ ​ ($ in millions) ​ Operating income ​ $ 383 ​ $ 433 ​ $ (50) ​ $ 1,187 ​ $ 1,139 ​ $ 48 ​ Operating margin ​ 16.7 % 19.1 % ​ ​ 17.5 % 16.8 % ​ ​ Operating income in the Transportation Solutions segment decreased $50 million in the third quarter of fiscal 2022 as compared to the third quarter of fiscal 2021 and increased $48 million in the first nine months of fiscal 2022 as compared to the same period of fiscal 2021. Excluding the items below, operating income in the third quarter and first nine months of fiscal 2022 decreased primarily as a result of inflationary pressure on material and operating costs, partially offset by the positive impact of pricing actions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Acquisition-related charges: ​ ​ ​ ​ ​ ​ Acquisition and integration costs ​ $ 5 ​ $ 5 ​ $ 12 ​ $ 12 ​ Charges associated with the amortization of acquisition-related fair value adjustments ​ — ​ — ​ — ​ 3 ​ ​ ​ 5 ​ 5 ​ 12 ​ 15 ​ Restructuring and other charges, net ​ ​ 9 ​ ​ 2 ​ 12 ​ 130 ​ Total ​ $ 14 ​ $ 7 ​ $ 24 ​ $ 145 ​ 28 Table of Contents Industrial Solutions Net Sales. The following table presents the Industrial Solutions segment’s net sales and the percentage of total net sales by industry end market (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ ​ June 24, ​ ​ June 25, ​ ​ June 24, ​ ​ June 25, ​ ​ ​ 2022 2021 2022 2021 ​ ​ ($ in millions) ​ ​ Industrial equipment ​ $ 479 42 % ​ $ 377 37 % ​ $ 1,413 43 % ​ $ 1,011 36 % ​ Aerospace, defense, oil, and gas ​ ​ 271 ​ 24 ​ ​ ​ 260 ​ 26 ​ ​ ​ 774 ​ 24 ​ ​ ​ 777 ​ 27 ​ ​ Energy ​ 207 18 ​ ​ 187 19 ​ ​ 579 18 ​ ​ 544 19 ​ ​ Medical ​ ​ 177 16 ​ ​ ​ 178 ​ 18 ​ ​ ​ 502 ​ 15 ​ ​ ​ 495 ​ 18 ​ ​ Total ​ $ 1,134 100 % ​ $ 1,002 100 % ​ $ 3,268 100 % ​ $ 2,827 100 % ​ (1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. The following table provides an analysis of the change in the Industrial Solutions segment’s net sales by industry end market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended June 24, 2022 ​ Change in Net Sales for the Nine Months Ended June 24, 2022 ​ ​ ​ versus Net Sales for the Quarter Ended June 25, 2021 ​ versus Net Sales for the Nine Months Ended June 25, 2021 ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisition ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ ​ Growth (Decline) Growth Translation (Divestiture) Growth (Decline) Growth Translation (Divestitures) ​ ​ ($ in millions) Industrial equipment ​ $ 102 27.1 % $ 71 19.1 % $ (30) ​ $ 61 ​ $ 402 39.8 % $ 283 ​ 27.9 % $ (55) ​ $ 174 ​ Aerospace, defense, oil, and gas ​ 11 ​ 4.2 ​ ​ 22 ​ 8.7 ​ ​ (10) ​ ​ (1) ​ (3) ​ (0.4) ​ ​ 16 ​ 2.0 ​ ​ (18) ​ ​ (1) ​ Energy ​ ​ 20 10.7 ​ 31 16.7 ​ (11) ​ — ​ ​ 35 6.4 ​ 69 ​ 12.7 ​ (23) ​ ​ (11) ​ Medical ​ (1) (0.6) ​ 1 0.6 ​ (2) ​ — ​ 7 1.4 ​ 12 ​ 2.2 ​ (5) ​ ​ — ​ Total ​ $ 132 13.2 % $ 125 12.7 % $ (53) ​ $ 60 ​ $ 441 ​ 15.6 % $ 380 13.5 % $ (101) ​ $ 162 ​ In the Industrial Solutions segment, net sales increased $132 million, or 13.2%, in the third quarter of fiscal 2022 as compared to the third quarter of fiscal 2021 due to organic net sales growth of 12.7% and net sales contributions of 5.9% from an acquisition and a divestiture, partially offset by the negative impact of foreign currency translation of 5.4%. Our organic net sales by industry end market were as follows: ● Industrial equipment— Our organic net sales increased 19.1% in the third quarter of fiscal 2022 due to growth in all regions and continued strength in factory automation and controls applications. ● Aerospace, defense, oil, and gas— Our organic net sales increased 8.7% in the third quarter of fiscal 2022 primarily as a result of growth in the commercial aerospace and the defense markets. ● Energy— Our organic net sales increased 16.7% in the third quarter of fiscal 2022 with growth across all regions and continued strength in renewable energy applications. ● Medical— Our organic net sales increased 0.6% in the third quarter of fiscal 2022 due to market growth in surgical and imaging as well as interventional medical applications . Net sales in the Industrial Solutions segment increased $441 million, or 15.6%, in the first nine months of fiscal 2022 as compared to the first nine months of fiscal 2021 due to organic net sales growth of 13.5% and net sales contributions 29 Table of Contents of 5.7% from acquisitions and divestitures, partially offset by the negative impact of foreign currency translation of 3.6%. Our organic net sales by industry end market were as follows: ● Industrial equipment— Our organic net sales increased 27.9% in the first nine months of fiscal 2022 as a result of growth in all regions and continued strength in factory automation and controls applications. ● Aerospace, defense, oil, and gas— Our organic net sales increased 2.0% in the first nine months of fiscal 2022 due to growth in the commercial aerospace market, partially offset by declines in the oil and gas and the defense markets. ● Energy— Our organic net sales increased 12.7% in the first nine months of fiscal 2022 due to growth across all regions and continued strength in renewable energy applications. ● Medical— Our organic net sales increased 2.2% in the first nine months of fiscal 2022 as a result of market growth in surgical and imaging as well as interventional medical applications. Operating Income. The following table presents the Industrial Solutions segment’s operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ Nine Months Ended ​ ​ ​ ​ ​ ​ June 24, ​ June 25, ​ ​ ​ ​ June 24, ​ June 25, ​ ​ ​ ​ ​ 2022 2021 Change 2022 2021 Change ​ ​ ($ in millions) ​ Operating income ​ $ 169 ​ $ 148 ​ $ 21 ​ $ 440 ​ $ 335 ​ $ 105 ​ Operating margin ​ 14.9 % 14.8 % ​ 13.5 % 11.9 % ​ Operating income in the Industrial Solutions segment increased $21 million and $105 million in the third quarter and first nine months of fiscal 2022, respectively, as compared to the same periods of fiscal 2021. Excluding the items below, operating income increased primarily as a result of higher volume and the positive impact of pricing actions, partially offset by inflationary pressure on material and operating costs. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ ​ 2022 2021 2022 2021 ​ ​ (in millions) ​ Acquisition-related charges: ​ ​ ​ ​ Acquisition and integration costs ​ $ 5 ​ $ 4 ​ $ 15 ​ $ 11 ​ Charges associated with the amortization of acquisition-related fair value adjustments ​ 1 ​ — ​ 9 ​ — ​ ​ ​ 6 ​ 4 ​ 24 ​ 11 ​ Restructuring and other charges, net ​ 11 ​ 6 ​ 31 ​ 49 ​ Restructuring-related charges recorded in cost of sales ​ ​ 4 ​ ​ — ​ ​ 16 ​ ​ — ​ Total ​ $ 21 ​ $ 10 ​ $ 71 ​ $ 60 ​ 30 Table of Contents Communications Solutions Net Sales. The following table presents the Communications Solutions segment’s net sales and the percentage of total net sales by industry end market (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ ​ June 24, ​ ​ June 25, ​ ​ June 24, ​ ​ June 25, ​ ​ ​ 2022 2021 2022 2021 ​ ​ ($ in millions) ​ ​ Data and devices ​ $ 417 ​ 63 % ​ $ 329 ​ 57 % ​ $ 1,151 ​ 61 % ​ $ 841 ​ 56 % ​ Appliances ​ 246 37 ​ ​ 249 43 ​ ​ 731 39 ​ ​ 661 44 ​ ​ Total ​ $ 663 100 % ​ $ 578 100 % ​ $ 1,882 100 % ​ $ 1,502 100 % ​ (1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. The following table provides an analysis of the change in the Communications Solutions segment’s net sales by industry end market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended June 24, 2022 ​ Change in Net Sales for the Nine Months Ended June 24, 2022 ​ ​ ​ versus Net Sales for the Quarter Ended June 25, 2021 ​ versus Net Sales for the Nine Months Ended June 25, 2021 ​ ​ Net Sales Organic Net Sales ​ ​ ​ ​ ​ Net Sales Organic Net Sales ​ ​ ​ ​ ​ ​ ​ Growth (Decline) ​ Growth ​ Translation ​ Acquisition ​ Growth ​ Growth ​ Translation ​ Acquisition ​ ​ ​ ($ in millions) ​ Data and devices ​ $ 88 ​ 26.7 % $ 86 ​ 26.2 % $ (11) ​ $ 13 ​ $ 310 ​ 36.9 % $ 295 ​ 35.0 % $ (16) ​ $ 31 ​ Appliances ​ (3) (1.2) ​ 6 2.2 ​ (9) ​ — ​ 70 10.6 ​ 83 12.4 ​ (13) ​ — ​ Total ​ $ 85 14.7 % $ 92 15.9 % $ (20) $ 13 ​ $ 380 25.3 % $ 378 25.1 % $ (29) ​ $ 31 ​ Net sales in the Communications Solutions segment increased $85 million, or 14.7%, in the third quarter of fiscal 2022 as compared to the third quarter of fiscal 2021 due primarily to organic net sales growth of 15.9%. Our organic net sales by industry end market were as follows: ● Data and devices —Our organic net sales increased 26.2% in the third quarter of fiscal 2022 as a result of market strength in all regions and growth across all product lines. ● Appliances —Our organic net sales increased 2.2% in the third quarter of fiscal 2022 due to sales growth in the Americas and EMEA regions attributable primarily to share gains, partially offset by declines in the Asia–Pacific region. In the first nine months of fiscal 2022, net sales in the Communications Solutions segment increased $380 million, or 25.3%, as compared to the first nine months of fiscal 2021 due primarily to organic net sales growth of 25.1%. Our organic net sales by industry end market were as follows: ● Data and devices —Our organic net sales increased 35.0% in the first nine months of fiscal 2022 due to market strength in all regions and growth across all product lines. ● Appliances —Our organic net sales increased 12.4% in the first nine months of fiscal 2022 due to sales growth in the Americas and EMEA regions resulting primarily from share gains, partially offset by declines in the Asia–Pacific region. 31 Table of Contents Operating Income. The following table presents the Communications Solutions segment’s operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ Nine Months Ended ​ ​ ​ ​ ​ ​ June 24, ​ June 25, ​ ​ ​ ​ June 24, ​ June 25, ​ ​ ​ ​ ​ 2022 2021 Change 2022 2021 Change ​ ​ ($ in millions) ​ Operating income ​ $ 167 ​ $ 133 ​ $ 34 ​ $ 469 ​ $ 300 ​ $ 169 ​ Operating margin ​ 25.2 % 23.0 % ​ ​ 24.9 % 20.0 % ​ Operating income in the Communications Solutions segment increased $34 million and $169 million in the third quarter and first nine months of fiscal 2022, respectively, as compared to the same periods of fiscal 2021. Excluding the items below, operating income increased due primarily to higher volume. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Nine Months Ended ​ ​ ​ June 24, ​ June 25, ​ June 24, ​ June 25, ​ 2022 2021 2022 2021 ​ ​ ​ (in millions) ​ Acquisition and integration costs ​ $ 1 ​ $ — ​ $ 2 ​ $ — ​ Restructuring and other charges, net ​ ​ 6 ​ ​ 3 ​ ​ 16 ​ ​ 16 ​ Total ​ $ 7 ​ $ 3 ​ $ 18 ​ $ 16 ​ ​ ​ Liquidity and Capital Resources Our ability to fund our future capital needs will be affected by our ongoing ability to generate cash from operations and may be affected by our access to capital markets, money markets, or other sources of funding, as well as the capacity and terms of our financing arrangements. We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the payment of €550 million of 1.10% senior notes due in March 2023. We may use excess cash to purchase a portion of our common shares pursuant to our authorized share repurchase program, to acquire strategic businesses or product lines, to pay dividends on our common shares, or to reduce our outstanding debt. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions. We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs. Cash Flows from Operating Activities In the first nine months of fiscal 2022, net cash provided by operating activities decreased $378 million to $1,524 million from $1,902 million in the first nine months of fiscal 2021. The decrease resulted primarily from the impact of increased working capital levels including changes in accrued and other current liabilities resulting from higher incentive compensation payments, partially offset by higher pre-tax income. The amount of income taxes paid, net of refunds, during the first nine months of fiscal 2022 and 2021 was $326 million and $291 million, respectively. Cash Flows from Investing Activities Capital expenditures were $556 million and $454 million in the first nine months of fiscal 2022 and 2021, respectively. We expect fiscal 2022 capital spending levels to be approximately 5% of net sales. We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities. During the first nine months of fiscal 2022, we acquired two businesses for a combined cash purchase price of $141 million, net of cash acquired. We acquired two businesses for a combined cash purchase price of $125 million, net of cash 32 Table of Contents acquired, during the first nine months of fiscal 2021. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions. Cash Flows from Financing Activities and Capitalization Total debt at June 24, 2022 and September 24, 2021 was $4,202 million and $4,092 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt. During the first nine months of fiscal 2022, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued $600 million aggregate principal amount of 2.50% senior notes due in February 2032. The notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur. During the first nine months of fiscal 2022, TEGSA completed an early redemption of $500 million aggregate principal amount of 3.50% senior notes due in February 2022. As of June 24, 2022, TEGSA had $237 million of commercial paper outstanding at a weighted-average interest rate of 1.92%. TEGSA had no commercial paper outstanding at September 24, 2021. TEGSA has a five-year unsecured senior revolving credit facility (“Credit Facility”) with a maturity date of June 2026 and total commitments of $1.5 billion. TEGSA had no borrowings under the Credit Facility at June 24, 2022 or September 24, 2021. The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of June 24, 2022, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future. In addition to the Credit Facility, TEGSA is the borrower under our senior notes and commercial paper. TEGSA’s payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed on an unsecured basis by its parent, TE Connectivity Ltd. Payments of common share dividends to shareholders were $506 million and $483 million in the first nine months of fiscal 2022 and 2021, respectively. In March 2022, our shareholders approved a dividend payment to shareholders of $2.24 per share, payable in four equal quarterly installments of $0.56 per share beginning in the third quarter of fiscal 2022 and ending in the second quarter of fiscal 2023. During the third quarter of fiscal 2022, our board of directors authorized an increase of $1.5 billion in our share repurchase program. We repurchased approximately eight million of our common shares for $1,072 million and approximately five million of our common shares for $591 million under the share repurchase program during the first nine months of fiscal 2022 and 2021, respectively. At June 24, 2022, we had $2.0 billion of availability remaining under our share repurchase authorization. Summarized Guarantor Financial Information As discussed above, our senior notes, commercial paper, and Credit Facility are issued by TEGSA and are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Ltd. In addition to being the issuer of our debt securities, TEGSA owns, directly or indirectly, all of our operating subsidiaries. The following tables present 33 Table of Contents summarized financial information, excluding investments in and equity in earnings of our non-guarantor subsidiaries, for TE Connectivity Ltd. and TEGSA on a combined basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 24, ​ September 24, ​ ​ 2022 2021 ​ ​ (in millions) ​ Balance Sheet Data: ​ ​ ​ ​ ​ ​ ​ Total current assets ​ $ 736 ​ $ 452 ​ Total noncurrent assets (1) ​ 4,265 ​ 1,829 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ​ 1,567 ​ 1,144 ​ Total noncurrent liabilities (2) ​ ​ 17,824 ​ ​ 12,443 ​ (1) Includes $4,167 million and $1,810 million as of June 24, 2022 and September 24, 2021, respectively, of intercompany loans receivable from non-guarantor subsidiaries. (2) Includes $14,445 million and $8,832 million as of June 24, 2022 and September 24, 2021, respectively, of intercompany loans payable to non-guarantor subsidiaries. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Nine Months Ended ​ Fiscal Year Ended ​ ​ ​ June 24, ​ September 24, ​ ​ 2022 2021 ​ ​ (in millions) ​ Statement of Operations Data: ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations ​ $ (13) ​ $ (486) ​ Net loss ​ (13) ​ (479) ​ Guarantees In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from fiscal 2022 through the completion of such transactions. The guarantees would be triggered in the event of nonperformance, and the potential exposure for nonperformance under the guarantees would not have a material effect on our results of operations, financial position, or cash flows. In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows. At June 24, 2022, we had outstanding letters of credit, letters of guarantee, and surety bonds of $134 million, excluding those related to our Subsea Communications (“SubCom”) business which are discussed below. During fiscal 2019, we sold our SubCom business. In connection with the sale, we contractually agreed to continue to honor performance guarantees and letters of credit related to the SubCom business’ projects that existed as of the date of sale. These performance guarantees and letters of credit had a combined value of approximately $116 million as of June 24, 2022 and are expected to expire at various dates through fiscal 2027. We have contractual recourse against the SubCom business if we are required to perform on any SubCom guarantees; however, based on historical experience, we do not anticipate having to perform. 34 Table of Contents Commitments and Contingencies Legal Proceedings In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows. Trade Compliance Matters We are investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the 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 both our internal assessment and the resulting investigations by the agencies remain ongoing. We are unable to predict the timing and final outcome of the agencies’ investigations. An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties. While we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigations into these matters have yet to be completed and the final outcome of such investigations and related fines and penalties may differ from amounts currently reserved. Critical Accounting Policies and Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, and pension plans are based on, among other things, judgments and assumptions made by management. For additional information regarding these policies and the underlying accounting assumptions and estimates used in these policies, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and the Consolidated Financial Statements and accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021. There were no significant changes to this information during the first nine months of fiscal 2022. Non-GAAP Financial Measure Organic Net Sales Growth (Decline) We present organic net sales growth (decline) as we believe it is appropriate for investors to consider this adjusted financial measure in addition to results in accordance with GAAP. Organic net sales growth (decline) represents net sales growth (decline) (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic net sales growth (decline) is a useful measure of our performance because it excludes items that are not completely under management’s control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity. Organic net sales growth (decline) provides useful information about our results and the trends of our business. Management uses this measure to monitor and evaluate performance. Also, management uses this measure together with GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our overall company. It is also a significant component in our incentive compensation plans. We believe that investors benefit from having access to the same financial measures that management uses in evaluating operations. The tables presented in 35 Table of Contents “Results of Operations” and “Segment Results” provide reconciliations of organic net sales growth (decline) to net sales growth (decline) calculated in accordance with GAAP. Organic net sales growth (decline) is a non-GAAP financial measure and should not be considered a replacement for results in accordance with GAAP. This non-GAAP financial measure may not be comparable to similarly-titled measures reported by other companies. The primary limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using organic net sales growth (decline) in combination with net sales growth (decline) to better understand the amounts, character, and impact of any increase or decrease in reported amounts. Forward-Looking Information Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” and “should,” or the negative of these terms or similar expressions. Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law. The following and other risks, which are described in greater detail in “Part I. Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021, and in this report, could cause our results to differ materially from those expressed in forward-looking statements: ● conditions in the global or regional economies and global capital markets, and cyclical industry conditions, including recession, inflation, and higher interest rates; ● conditions affecting demand for products in the industries we serve, particularly the automotive industry; ● risk of future goodwill impairment; ● competition and pricing pressure; ● market acceptance of our new product introductions and product innovations and product life cycles; ● raw material availability, quality, and cost; ● fluctuations in foreign currency exchange rates and impacts of offsetting hedges; ● financial condition and consolidation of customers and vendors; ● reliance on third-party suppliers; ● risks associated with current and future acquisitions and divestitures; ● global risks of business interruptions due to natural disasters or other disasters such as the COVID-19 pandemic, which have impacted and could continue to negatively impact our results of operations as well as 36 Table of Contents customer behaviors, business, and manufacturing operations as well as our facilities and the facilities of our suppliers, and other aspects of our business; ● global risks of political, economic, and military instability, including continuing military conflict between Russia and Ukraine resulting from Russia’s invasion of Ukraine or escalating tensions in surrounding countries, and volatile and uncertain economic conditions in China; ● risks associated with security breaches and other disruptions to our information technology infrastructure; ● risks related to compliance with current and future environmental and other laws and regulations; ● risks associated with compliance with applicable antitrust or competition laws or applicable trade regulations; ● our ability to protect our intellectual property rights; ● risks of litigation; ● our ability to operate within the limitations imposed by our debt instruments; ● the possible effects on us of various non-U.S. and U.S. legislative proposals and other initiatives that, if adopted, could materially increase our worldwide corporate effective tax rate, increase global cash taxes, and negatively impact our U.S. government contracts business; ● various risks associated with being a Swiss corporation; ● the impact of fluctuations in the market price of our shares; and ● the impact of certain provisions of our articles of association on unsolicited takeover proposals. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no significant changes in our exposures to market risk during the first nine months of fiscal 2022. For further discussion of our exposures to market risk, refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), as of June 24, 2022. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 24, 2022. Changes in Internal Control Over Financial Reporting During the quarter ended June 24, 2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 37 Table of Contents PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There have been no material developments in our legal proceedings since we filed our Annual Report on Form 10-K for the fiscal year ended September 24, 2021, except as set forth in “Part II. Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarterly period ended December 24, 2021. Refer to “Part I. Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021 and “Part II. Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarterly period ended December 24, 2021 for additional information regarding legal proceedings. ITEM 1A. RISK FACTORS There have been no material changes in our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021 except as described below. The risk factors described in our Annual Report on Form 10-K, in addition to other information set forth below and in this report, could materially affect our business operations, financial condition, or liquidity. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial may also impair our business operations, financial condition, and liquidity. We have suffered and could continue to suffer significant business interruptions, including impacts resulting from the COVID-19 pandemic and other macroeconomic factors. Our operations and those of our suppliers and customers, and the supply chains that support their operations, may be vulnerable to interruption by natural disasters such as earthquakes, tsunamis, typhoons, tornados, or floods; other disasters such as fires, explosions, acts of terrorism, or war, including continuing military conflict between Russia and Ukraine resulting from Russia’s invasion of Ukraine or escalating tensions in surrounding countries; disease or other adverse health developments, including impacts resulting from the COVID-19 pandemic; or failures of management information or other systems due to internal or external causes. In addition, such interruptions could result in a widespread crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our end customers’ products. If a business interruption occurs and we are unsuccessful in our continuing efforts to minimize the impact of these events, our business, results of operations, financial position, and cash flows could be materially adversely affected. The COVID-19 pandemic impacted and continues to impact countries, communities, workforces, supply chains, and markets around the world, and as a result, we have experienced disruptions and restrictions on our employees’ ability to travel, as well as temporary closures of our facilities and the facilities of our customers, suppliers, and other vendors in our supply chain. As a result of the ongoing impacts of the COVID-19 pandemic, some of our employees are continuing to work from home on a full-time or part-time basis, which may increase our vulnerability to cyber and other information technology risks. The COVID-19 pandemic had a negative impact on certain of our businesses in fiscal 2021 and continued to impact certain of our operations in China in the first nine months of fiscal 2022. While certain of our operations in China were shut down for a period of time in fiscal 2022, we do not expect the COVID-19 pandemic to have a significant impact on our businesses globally in fiscal 2022. However, it may have a negative impact on our financial condition, liquidity, and results of operations in future periods. The extent to which the COVID-19 pandemic will further impact our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the further spread of the virus to additional persons and geographic regions; the severity of the virus; variant strains of the virus; the duration of the pandemic; resumption of high levels of infections and hospitalizations; the success of public health advancements, including vaccine production and distribution; the resulting impact on our suppliers’ and customers’ supply chains and financial positions, including their ability to pay us; the actions that may be taken by various governmental authorities in response to the outbreak in jurisdictions in which we operate; and the possible impact on the global economy and local economies in which we operate. Further, to the extent the COVID-19 pandemic adversely affects our business, results of operations, or financial condition, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section and in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 24, 2021. 38 Table of Contents We are subject to global risks of political, economic, and military instability. Our workforce; manufacturing, research, administrative, and sales facilities; markets; customers; and suppliers are located throughout the world. As a result, we are exposed to risks that could negatively affect sales or profitability, including: ● changes in global trade policies, including sanctions, tariffs, trade barriers, and trade disputes; ● regulations related to customs and import/export matters; ● variations in lengths of payment cycles and challenges in collecting accounts receivable; ● tax law and regulatory changes in Switzerland, the U.S., and the European Union (“EU”) among other jurisdictions, including tax law and regulatory changes that may be effected as a result of tax policy recommendations from quasi-governmental organizations such as the Organisation for Economic Co-operation and Development (“OECD”), examinations by taxing authorities, variations in tax laws from country to country, changes to the terms of income tax treaties, and difficulties in the tax-efficient repatriation of cash generated or held in a number of jurisdictions; ● employment regulations and local labor conditions, including increases in employment costs, particularly in low-cost regions in which we currently operate; ● difficulties protecting intellectual property; ● instability in economic or political conditions, including sovereign debt levels, Eurozone uncertainty, inflation, recession, and actual or anticipated military or political conflicts, including continuing military conflict between Russia and Ukraine resulting from Russia’s invasion of Ukraine or escalating tensions in surrounding countries; ● 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 ● the impact of each of the foregoing on our outsourcing and procurement arrangements. We have sizeable operations in China. As of fiscal year end 2021, we had 16 principal manufacturing sites in China. In addition, approximately 22% of our net sales were made to customers in China in both fiscal 2021 and the first nine months of fiscal 2022. Economic conditions in China have been, and may continue to be, volatile and uncertain. In addition, the legal and regulatory system in China continues to evolve and is subject to change. Accordingly, our operations and transactions with customers in China could be adversely affected by changes to market conditions, changes to the regulatory environment, or interpretation of Chinese law. In addition, any downgrade by rating agencies of long-term U.S. sovereign debt or downgrades or defaults of sovereign debt of other nations may negatively affect global financial markets and economic conditions, which could negatively affect our business, financial condition, and liquidity. 39 Table of Contents ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Issuer Purchases of Equity Securities The following table presents information about our purchases of our common shares during the quarter ended June 24, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Approximate ​ ​ ​ ​ ​ ​ ​ ​ Shares Purchased ​ Dollar Value ​ ​ ​ ​ ​ ​ ​ ​ as Part of ​ of Shares that May ​ ​ ​ Total Number ​ Average Price ​ Publicly Announced ​ Yet Be Purchased ​ ​ ​ of Shares ​ Paid Per ​ Plans or ​ Under the Plans ​ Period Purchased (1) Share (1) Programs (2) or Programs (2) March 26–April 22, 2022 ​ 703,324 ​ $ 127.15 ​ 703,300 ​ $ 749,753,574 ​ April 23–May 27, 2022 1,038,179 ​ 123.93 1,030,000 ​ 622,114,801 ​ May 28–June 24, 2022 841,100 ​ 122.87 841,100 ​ 2,018,771,036 ​ Total 2,582,603 ​ ​ 124.46 2,574,400 ​ ​ (1) These columns include the following transactions which occurred during the quarter ended June 24, 2022: (i) the acquisition of 8,203 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 2,574,400 common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007. (2) During the quarter ended June 24, 2022, our board of directors authorized an increase of $1.5 billion in our share repurchase program. 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 . 40 Table of Contents ITEM 6. EXHIBITS ​ ​ ​ Exhibit Number ​ Exhibit 3.1 ​ Articles of Association of TE Connectivity Ltd., as amended and restated (incorporated by reference to Exhibit 3.1 to TE Connectivity’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2022) 22.1 * Guaranteed Securities 31.1 * Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ** Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS ​ Inline XBRL Instance Document (1)(2) 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document (2) 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document (2) 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document (2) 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document (2) 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document (2) 104 ​ Cover Page Interactive Data File (3) * Filed herewith ** Furnished herewith (1) Submitted electronically with this report in accordance with the provisions of Regulation S-T (2) The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (3) Formatted in Inline XBRL and contained in exhibit 101 ​ 41 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ TE CONNECTIVITY LTD. ​ ​ ​ ​ By: /s/ Heath A. Mitts Heath A. Mitts Executive Vice President and Chief Financial Officer (Principal Financial Officer) ​ Date: July 29, 2022 ​ ​ 42