What changed in this filing

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Item 1. Financial Statements

2026-01-23 compared with 2025-07-25 · 100 added, 328 removed, 342 unchanged (56% of the section changed)

3 unchanged sentences

Quarters Ended

Nine Months Ended

(in millions, except per share data)

7 unchanged sentences

Interest expense

Other expense, net

Other income (expense), net

Income from continuing operations before income taxes

Income tax (expense) benefit

Income tax expense

Income from continuing operations

2 unchanged sentences

Income from continuing operations

Loss from discontinued operations

Diluted earnings per share:

Income from continuing operations

Loss from discontinued operations

Weighted-average number of shares outstanding:

3 unchanged sentences

Quarters Ended

Nine Months Ended

(in millions)

34 unchanged sentences

Shareholders' equity:

Preferred shares, $ 1.00 par value, 2 shares authorized, none outstanding as of June 27, 2025

Ordinary class A shares, € 1.00 par value, 25,000 shares authorized, none outstanding as of June 27, 2025

Ordinary shares, $ 0.01 par value, 1,500,000,000 shares authorized, 301,987,708 shares issued and common shares, CHF 0.57 par value, 316,574,781 shares authorized and issued , respectively

Preferred shares, $ 1.00 par value, 2 shares authorized, none outstanding

Ordinary class A shares, € 1.00 par value, 25,000 shares authorized, none outstanding

Ordinary shares, $ 0.01 par value, 1,500,000,000 shares authorized, 303,796,785 and 302,889,075 shares issued, respectively

Accumulated earnings

Ordinary shares and common shares held in treasury, at cost, 6,147,743 and 16,656,681 shares, respectively

Accumulated other comprehensive income (loss)

Ordinary shares held in treasury, at cost, 10,086,721 and 8,330,931 shares, respectively

Accumulated other comprehensive income

Total shareholders' equity

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Quarter Ended June 27, 2025

For the Quarter Ended December 26, 2025

Ordinary Shares

3 unchanged sentences

Shareholders'

Income (Loss)

(in millions)

Balance at March 28, 2025

Balance at September 26, 2025

Other comprehensive income

Share-based compensation expense

Dividends ($ 0.71 per ordinary share)

Exercise of share options

1 unchanged sentence

Repurchase of ordinary shares

Balance at June 27, 2025

For the Nine Months Ended June 27, 2025

Balance at December 26, 2025

For the Quarter Ended December 27, 2024

Ordinary Shares

13 unchanged sentences

Repurchase of ordinary shares

Balance at June 27, 2025

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED) (Continued)

For the Quarter Ended June 28, 2024

Common Shares

Held in Treasury

Comprehensive

Shareholders'

Income (Loss)

(in millions)

Balance at March 29, 2024

Other comprehensive loss

Share-based compensation expense

Exercise of share options

Restricted share award vestings and other activity

Repurchase of common shares

Balance at June 28, 2024

For the Nine Months Ended June 28, 2024

Common Shares

Held in Treasury

Comprehensive

Shareholders'

Income (Loss)

(in millions)

Balance at September 29, 2023

Other comprehensive income

Share-based compensation expense

Exercise of share options

Restricted share award vestings and other activity

Repurchase of common shares

Cancellation of treasury shares

Balance at June 28, 2024

Balance at December 27, 2024

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Quarters Ended

(in millions)

18 unchanged sentences

Acquisition of businesses, net of cash acquired

Proceeds from divestiture of business, net of cash retained by business sold

Net cash used in investing activities

Cash flows from financing activities:

Net decrease in commercial paper

Proceeds from issuance of debt

Repayment of debt

Net increase in commercial paper

Proceeds from exercise of share options

Repurchase of ordinary/common shares

Payment of ordinary/common share dividends to shareholders

Repurchase of ordinary shares

Payment of ordinary share dividends to shareholders

Net cash used in financing activities

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Basis of Presentation and Accounting Pronouncement

Basis of Presentation

The unaudited Condensed Consolidated Financial Statements of TE Connectivity plc (“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.

5 unchanged sentences

Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2026 and fiscal 2025 are to our fiscal years ending September 25, 2026 and ended September 26, 2025, respectively.

Change in Place of Incorporation

The merger between TE Connectivity Ltd., our former parent entity, and TE Connectivity plc, its wholly-owned subsidiary, was completed on September 30, 2024.

TE Connectivity plc, a public limited company incorporated under Irish law, was the surviving entity and, as a result, our jurisdiction of incorporation changed from Switzerland to Ireland.

Shareholders received one ordinary share of TE Connectivity plc for each common share of TE Connectivity Ltd.

held immediately prior to the merger and change in place of incorporation.

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

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

New Segment Structure

Effective for fiscal 2025, we reorganized our management and segments to align the organization around our current strategy.

Our businesses in the former Communications Solutions segment have been moved into the Industrial Solutions segment.

Also, the appliances and industrial equipment businesses have been combined to form the automation and connected living business.

In addition, we realigned certain product lines and businesses from the Industrial Solutions and former Communications Solutions segments to the Transportation Solutions segment.

The following represents the new segment structure:

● Transportation Solutions —This segment contains our automotive, commercial transportation, and sensors businesses.

● Industrial Solutions —This segment contains our aerospace, defense, and marine;

digital data networks (historically referred to as data and devices);

and automation and connected living businesses.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recently Issued Accounting Pronouncement

In March 2024, the U.S.

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

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

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

The rules are effective for us on a phased-in timeline starting in fiscal 2026;

however, in April 2024, the SEC issued an order to voluntarily stay its final climate rules pending the completion of judicial review thereof by the U.S.

Court of Appeals for the Eighth Circuit.

Also, the SEC has informed the Eighth Circuit that although the SEC has ended its defense of the climate disclosure rules, it would like the Court to rule on the merits of the pending challenges to the adopted climate disclosure rules.

We continue to monitor developments pertaining to the rules and any potential impacts on our Consolidated Financial Statements.

Restructuring and Other Charges, Net

1 unchanged sentence

Quarters Ended

Nine Months Ended

(in millions)

Restructuring charges, net

Gain on divestiture

Costs related to change in place of incorporation

Other charges, net

Other credits, net

Restructuring and other charges, net

2 unchanged sentences

Quarters Ended

Nine Months Ended

(in millions)

12 unchanged sentences

Employee severance

Property, plant, and equipment

Pre-Fiscal 2025 Actions:

1 unchanged sentence

Facility and other exit costs

Property, plant, and equipment

Total Activity

Fiscal 2026 Actions

During fiscal 2025, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments.

During the nine months ended June 27, 2025, we recorded restructuring charges of $ 80 million in connection with this program.

We expect to complete all restructuring actions commenced during the nine months ended June 27, 2025 by the end of fiscal 2032 and to incur additional charges of approximately $ 15 million related primarily to facility exit costs in the Industrial Solutions segment.

During fiscal 2026, we initiated a restructuring program to optimize our manufacturing footprint and improve the cost structure of our organization.

During the quarter ended December 26, 2025, we recorded restructuring charges of $ 4 million in connection with this program.

We expect to complete all restructuring actions commenced during the quarter ended December 26, 2025 by the end of fiscal 2028 and to incur additional charges of approximately $ 6 million related primarily to facility exit costs in the Industrial Solutions segment.

Fiscal 2025 Actions

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

In connection with this program, during the nine months ended June 27, 2025 and June 28, 2024, we recorded restructuring charges of $ 3 million and $ 24 million, respectively.

We expect to complete all restructuring actions commenced during fiscal 2024 by the end of fiscal 2025 and anticipate that additional charges related to actions commenced during fiscal 2024 will be insignificant.

During fiscal 2025, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments.

In connection with this program, during the quarters ended December 26, 2025 and December 27, 2024, we recorded restructuring credits of $ 3 million and charges of $ 30 million, respectively.

We expect to complete all restructuring actions commenced during fiscal 2025 by the end of fiscal 2032 and to incur additional charges of approximately $ 12 million related primarily to facility exit costs in the Industrial Solutions segment.

Pre-Fiscal 2025 Actions

During the nine months ended June 27, 2025 and June 28, 2024, we recorded net restructuring charges of $ 14 million and $ 33 million, respectively, related to pre-fiscal 2024 actions.

We expect to incur additional charges of approximately $ 10 million in connection with the restructuring actions commenced prior to fiscal 2024.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During the quarters ended December 26, 2025 and December 27, 2024, we recorded net restructuring charges of $ 9 million and $ 13 million, respectively, related to pre-fiscal 2025 actions.

We expect that any additional charges related to restructuring actions commenced prior to fiscal 2025 will be insignificant.

Total Restructuring Reserves

5 unchanged sentences

Restructuring reserves

During the nine months ended June 28, 2024, we sold one business for net cash proceeds of $ 59 million.

In connection with the divestiture, we recorded a pre-tax gain on sale of $ 10 million in the nine months ended June 28, 2024.

The business sold was reported in our Transportation Solutions segment.

Change in Place of Incorporation

During both the nine months ended June 27, 2025 and June 28, 2024, we incurred costs of $ 11 million related to our change in place of incorporation from Switzerland to Ireland.

See Note 1 for additional information regarding the change.

Richards Manufacturing Co.

On April 1, 2025, we acquired 100 % of Richards Manufacturing Co.

(“Richards Manufacturing”), a U.S.-based producer of overhead and underground electrical and gas distribution products, for cash of approximately $ 2.3 billion, net of cash acquired.

The transaction is subject to customary post-closing adjustments.

The acquired business has been reported as part of the energy business within our Industrial Solutions segment from the date of acquisition.

The Richards Manufacturing acquisition was accounted for under the provisions of Accounting Standards Codification 805, Business Combinations .

We have preliminarily allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.

We are in the process of completing the valuation of identifiable intangible assets, fixed assets, and pre-acquisition contingencies and, therefore, the fair values set forth below are subject to adjustment upon finalizing the valuations.

The amount of these potential adjustments could be significant.

We expect to complete the purchase price allocation during the third quarter of fiscal 2026.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the preliminary allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed at the date of acquisition, in accordance with the acquisition method of accounting:

(in millions)

Cash and cash equivalents

Accounts receivable

Other current assets

Property, plant, and equipment

Intangible assets

Other noncurrent assets

Total assets acquired

Accounts payable

Other current liabilities

Deferred income taxes

Other noncurrent liabilities

Total liabilities assumed

Net assets acquired

Cash and cash equivalents acquired

Net cash paid

The fair values assigned to intangible assets were preliminarily determined through the use of the income approach, specifically the relief from royalty and the multi period excess earnings methods.

Both valuation methods rely on management judgment, including expected future cash flows resulting from existing customer relationships, customer attrition rates, contributory effects of other assets utilized in the business, peer group cost of capital and royalty rates, and other factors.

The valuation of tangible assets was derived using a combination of the income, market, and cost approaches.

Significant judgments used in valuing tangible assets include estimated selling prices, costs to complete, and reasonable profit.

Useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.

Intangible assets acquired consisted of the following:

Weighted-Average

(in millions)

Customer relationships

Developed technology

Trade names and trademarks

The acquired intangible assets are being amortized on a straight-line basis over their expected useful lives.

Goodwill of $ 1,142 million was recognized in the transaction, representing the excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed.

This goodwill is attributable primarily to cost savings and other synergies related to operational efficiencies including the consolidation of manufacturing, marketing, and general and administrative functions.

The goodwill has been allocated to the Industrial Solutions segment and is not deductible for tax purposes.

However, prior to being acquired by us, Richards Manufacturing completed certain acquisitions that resulted in goodwill with an estimated value of $ 156 million that is deductible primarily for U.S.

tax purposes, which we will deduct through 2036.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During the quarter ended June 27, 2025, Richards Manufacturing contributed net sales of $ 73 million and an operating loss of $ 8 million to our Condensed Consolidated Statement of Operations.

The operating loss included acquisition costs of $ 21 million, charges of $ 3 million associated with the amortization of acquisition-related fair value adjustments related to acquired inventories, and integration costs of $ 1 million.

Pro Forma Financial Information

The following unaudited pro forma financial information reflects our consolidated results of operations had the Richards Manufacturing acquisition occurred at the beginning of fiscal 2024:

Pro Forma for the

Quarters Ended

Nine Months Ended

(in millions, except per share data)

Diluted earnings per share

The pro forma financial information is based on our preliminary allocation of the purchase price and therefore subject to adjustment upon finalizing the purchase price allocation.

The significant pro forma adjustments, which are described below, are net of income tax expense (benefit) at the statutory rate.

Pro forma results for the quarter ended June 27, 2025 were adjusted to exclude $ 16 million of acquisition costs.

Pro forma results for the quarter ended June 27, 2025 were also adjusted to include $ 6 million of interest expense based on pro forma changes in our capital structure.

Pro forma results for the quarter ended June 28, 2024 were adjusted to include $ 14 million of interest expense based on pro forma changes in our capital structure and $ 8 million of charges related to the amortization of the fair value of acquired intangible assets.

Pro forma results for the nine months ended June 27, 2025 were adjusted to exclude $ 18 million of acquisition costs.

Pro forma results for the nine months ended June 27, 2025 were also adjusted to include $ 34 million of interest expense based on pro forma changes in our capital structure and $ 17 million of charges related to the amortization of the fair value of acquired intangible assets.

Pro forma results for the nine months ended June 28, 2024 were adjusted to include $ 43 million of interest expense based on pro forma changes in our capital structure, $ 25 million of charges related to the amortization of the fair value of acquired intangible assets, $ 18 million of acquisition costs, and $ 8 million of charges related to the fair value adjustment to acquisition-date inventories.

Pro forma results do not include any anticipated synergies or other anticipated benefits of the acquisition.

Accordingly, the unaudited pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the Richards Manufacturing acquisition occurred at the beginning of fiscal 2024.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Other Acquisitions

During the nine months ended June 27, 2025, we acquired two additional businesses for a combined cash purchase price of $ 321 million, net of cash acquired.

During the quarter ended December 27, 2024, we acquired two businesses for a combined cash purchase price of $ 325 million, net of cash acquired.

The acquired businesses have been reported as part of our Industrial Solutions segment from the date of acquisition.

Our valuation of identifiable intangible assets, assets acquired, and liabilities assumed is currently in process;

therefore, the current allocation is subject to adjustment upon finalization of the valuations.

The amount of these potential adjustments could be significant.

During the quarter ended December 29, 2023, we acquired approximately 98.7 % of the outstanding shares of Schaffner Holding AG (“Schaffner”), a leader in electromagnetic solutions based in Switzerland, for CHF 505.00 per share in cash for a purchase price of CHF 294 million (equivalent to $ 339 million), net of cash acquired.

The acquired business has been reported as part of our Industrial Solutions segment from the date of acquisition.

During the quarter ended June 28, 2024, we completed a squeeze-out of the remaining minority shareholders for $ 5 million and the Schaffner shares were delisted from the SIX Swiss Exchange.

Inventories consisted of the following:

8 unchanged sentences

September 26, 2025 (1)

Acquisitions and purchase accounting adjustments

Purchase price adjustments

Currency translation

June 27, 2025 (2)

(1) In connection with the reorganization of our segments, goodwill was reallocated to reporting units using a relative fair value approach.

See Note 1 for additional information regarding our new segment structure.

(2) At June 27, 2025 and September 27, 2024, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $ 3,091 million and $ 1,158 million, respectively.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During the quarter ended June 27, 2025, we completed the acquisition of Richards Manufacturing and recognized $ 1,142 million of goodwill which benefits the Industrial Solutions segment.

Also, during the nine months ended June 27, 2025, we recognized goodwill in the Industrial Solutions segment in connection with other recent acquisitions.

See Note 3 for additional information regarding acquisitions.

December 26, 2025 (1)

(1) At December 26, 2025 and September 26, 2025, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $ 3,091 million and $ 1,158 million, respectively.

Intangible Assets, Net

Net intangible assets consisted of the following:

June 27, 2025

December 26, 2025

September 26, 2025

2 unchanged sentences

Intellectual property

During the nine months ended June 27, 2025, the gross carrying amount of intangible assets increased by $ 1,120 million as a result of the acquisition of Richards Manufacturing.

Intangible asset amortization expense was $ 52 million and $ 41 million for the quarters ended June 27, 2025 and June 28, 2024, respectively, and $ 132 million and $ 126 million for the nine months ended June 27, 2025 and June 28, 2024, respectively.

At June 27, 2025, the aggregate amortization expense on intangible assets is expected to be as follows:

(in millions)

Remainder of fiscal 2025

During the quarter ended June 27, 2025, Tyco Electronics Group S.A.

(“TEGSA”), our wholly-owned subsidiary, issued € 500 million aggregate principal amount of 2.50 % senior notes due in May 2028, $ 450 million aggregate principal amount of 4.50 % senior notes due in February 2031, and $ 450 million aggregate principal amount of 5.00 % senior notes due in May 2035.

In connection with the issuance of these senior notes, we voluntarily elected to terminate the $ 1.5 billion 364-day credit agreement, dated as of March 14, 2025.

The net proceeds from these senior notes were used for general corporate purposes, including the repayment of indebtedness incurred in connection with the acquisition of Richards Manufacturing.

See Note 3 for additional information regarding this acquisition.

Intangible asset amortization expense was $ 57 million and $ 39 million for the quarters ended December 26, 2025 and December 27, 2024, respectively.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During the nine months ended June 27, 2025, TEGSA issued € 750 million aggregate principal amount of 3.25 % senior notes due in January 2033.

The notes issued during the quarter and nine months ended June 27, 2025 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 nine months ended June 27, 2025, TEGSA repaid, at maturity, € 550 million of 0.00 % senior notes due in February 2025.

During the nine months ended June 27, 2025, we reclassified $ 500 million of 4.50 % senior notes and $ 350 million of 3.70 % senior notes, both due in February 2026, from long-term debt to short-term debt on the Condensed Consolidated Balance Sheet.

At September 27, 2024, TEGSA had $ 255 million of commercial paper outstanding at a weighted-average interest rate of 4.95 %.

TEGSA had no commercial paper outstanding at June 27, 2025.

At December 26, 2025, the aggregate amortization expense on intangible assets is expected to be as follows:

(in millions)

Remainder of fiscal 2026

Tyco Electronics Group S.A.

(“TEGSA”), our wholly-owned subsidiary, had no commercial paper outstanding at December 26, 2025 or September 26, 2025.

Payment obligations under TEGSA’s senior notes, commercial paper, and five-year unsecured senior revolving credit facility are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Switzerland Ltd., and its parent, TE Connectivity plc.

The fair value of our debt, based on indicative valuations, was approximately $ 5,679 million and $ 4,190 million at June 27, 2025 and September 27, 2024, respectively.

The fair value of our debt, based on indicative valuations, was approximately $ 5,738 million and $ 5,725 million at December 26, 2025 and September 26, 2025, respectively.

The components of lease cost were as follows:

Quarters Ended

Nine Months Ended

(in millions)

3 unchanged sentences

Cash flow information, including significant non-cash transactions, related to leases was as follows:

Nine Months Ended

Quarters Ended

(in millions)

7 unchanged sentences

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.

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, trade compliance matters, 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

As part of our ongoing internal compliance activities, we have been investigating compliance with relevant country of origin for import matters and recently made a voluntary disclosure to the U.S.

Customs and Border Protection Agency regarding potential Section 301 unpaid duties, fees, and interest for certain imported products into the U.S.

We are unable to predict the timing and final outcome of investigation into this matter.

An unfavorable outcome may include unpaid duties, fees, interest, and penalties imposed in response to our disclosures.

Based on currently available information, we have reserved an aggregate of $ 27 million related to this exposure.

The investigation into this matter has yet to be completed and the final outcome of such investigation and related duties, fees, interest, and potential penalties may differ from amounts currently reserved.

Environmental Matters

1 unchanged sentence

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 27, 2025, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $ 18 million to $ 44 million, and we accrued $ 21 million as the probable loss, which was the best estimate within this range.

As of December 26, 2025, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $ 18 million to $ 44 million, and we accrued $ 23 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.

1 unchanged sentence

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 27, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $ 217 million.

At December 26, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $ 245 million.

Supply Chain Finance Program

2 unchanged sentences

We do not determine the terms or conditions of the arrangement between the financial institution and suppliers.

Our obligation to suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to finance amounts under the arrangement and we are not required to post collateral with the financial institution.

The outstanding payment obligations under our supply chain finance program, which are included in accounts payable on our Condensed Consolidated Balance Sheets, were $ 95 million and $ 105 million at June 27, 2025 and September 27, 2024, respectively.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

financial institution.

The outstanding payment obligations under our supply chain finance program, which are included in accounts payable on our Condensed Consolidated Balance Sheets, were $ 135 million and $ 161 million at December 26, 2025 and September 26, 2025, respectively.

Financial Instruments

5 unchanged sentences

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 $ 4,206 million and $ 2,417 million at June 27, 2025 and September 27, 2024, respectively.

The aggregate notional value of these hedges was $ 4,620 million and $ 4,212 million at December 26, 2025 and September 26, 2025, 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 $ 5,665 million and $ 5,367 million at June 27, 2025 and September 27, 2024, respectively.

The aggregate notional value of the contracts under this program was $ 5,686 million and $ 5,671 million at December 26, 2025 and September 26, 2025, respectively.

Under the terms of these contracts, we receive interest in U.S.

11 unchanged sentences

Quarters Ended

Nine Months Ended

(in millions)

Foreign currency exchange gains (losses) on intercompany loans and external borrowings (1)

Gains (losses) on cross-currency swap contracts designated as hedges of net investment (1)

Gains on cross-currency swap contracts designated as hedges of net investment (1)

(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.

4 unchanged sentences

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 $ 527 million and $ 488 million at June 27, 2025 and September 27, 2024, respectively, and were designated as cash flow hedges.

These contracts had an aggregate notional value of $ 611 million and $ 569 million at December 26, 2025 and September 26, 2025, respectively, and were designated as cash flow hedges.

These commodity swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:

2 unchanged sentences

Prepaid expenses and other current assets

Accrued and other current liabilities

Other liabilities

The impacts of our commodity swap contracts were as follows:

Quarters Ended

Nine Months Ended

(in millions)

Gains recorded in other comprehensive income (loss)

Gains (losses) recorded in other comprehensive income (loss)

Gains reclassified from accumulated other comprehensive income (loss) into cost of sales

13 unchanged sentences

Net periodic pension benefit cost

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Nine Months Ended

(in millions)

Operating expense:

Other (income) expense:

Interest cost

Expected returns on plan assets

Amortization of net actuarial loss

Amortization of prior service credit

Net periodic pension benefit cost

During the nine months ended June 27, 2025, we contributed $ 36 million and $ 15 million to our non-U.S.

During the quarter ended December 26, 2025, we contributed $ 11 million and $ 4 million to our non-U.S.

pension plans, respectively.

We recorded income tax expense of $ 208 million and $ 181 million for the quarters ended June 27, 2025 and June 28, 2024, respectively.

We recorded income tax expense of $ 1,128 million and an income tax benefit of $ 778 million for the nine months ended June 27, 2025 and June 28, 2024, respectively.

The income tax expense for the nine months ended June 27, 2025 included $ 574 million of income tax expense related to a net increase in the valuation allowance for certain deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024.

See “Global Minimum Tax” below for additional information regarding the impact of guidance issued by the Organisation for Economic Co-operation and Development (“OECD”) in January 2025 on the ten-year tax credit obtained by a Swiss subsidiary.

In addition, the income tax expense for nine months ended June 27, 2025 included $ 13 million of income tax expense related to the revaluation of deferred tax assets as a result of a decrease in the corporate tax rate in a non-U.S.

jurisdiction.

The income tax benefit for the nine months ended June 28, 2024 included an $ 874 million net income tax benefit associated with the same ten-year tax credit obtained by a Swiss subsidiary mentioned above and a $ 262 million income tax benefit related to the revaluation of deferred tax assets as a result of a corporate tax rate increase in Switzerland.

In addition, the income tax benefit for the nine months ended June 28, 2024 included a $ 118 million income tax benefit associated with the tax impacts of a legal entity restructuring with related costs of $ 4 million recorded in selling, general, and administrative expenses for other non-income taxes.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted.

The OBBBA includes significant changes to U.S.

tax law, including modifications to international tax provisions, making bonus depreciation permanent, enabling domestic research cost expensing, and adjusting the business interest expense limitation.

We are in the process of evaluating the impact of the OBBBA on our Consolidated Financial Statements.

Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that, as of June 27, 2025, approximately $ 30 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 27, 2025.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Global Minimum Tax

The OECD and participating countries continue to enact the 15% global minimum tax.

The global minimum tax is a significant structural change to the international taxation framework and more than 50 countries have thus far enacted some or all of the elements of the global minimum tax.

Ireland has implemented elements of the OECD’s global minimum tax rules which were effective for us beginning in fiscal 2025.

In January 2025, the OECD released new guidance for the global minimum tax rules which impacted the realizability of certain deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024.

The January 2025 OECD guidance was enacted into law in Switzerland and as a result, as discussed above, during the nine months ended June 27, 2025, we recorded income tax expense of $ 574 million related to a net increase in the valuation allowance for deferred tax assets representing the amount of the Swiss subsidiary’s tax credits not expected to be realized.

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

We continue to monitor evolving tax legislation in the jurisdictions within which we operate.

We recorded income tax expense of $ 210 million and $ 178 million for the quarters ended December 26, 2025 and December 27, 2024, respectively.

The income tax expense for quarter ended December 27, 2024 included $ 13 million of income tax expense related to the revaluation of deferred tax assets as a result of a decrease in the corporate tax rate in a non-U.S.

jurisdiction.

Earnings Per Share

1 unchanged sentence

Quarters Ended

Nine Months Ended

(in millions)

Dilutive impact of share-based compensation arrangements

The following 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 ordinary/common shares and inclusion would be antidilutive:

Quarters Ended

Nine Months Ended

(in millions)

Antidilutive share options

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Shareholders’ Equity

Ordinary Shares

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

The rights of holders of our shares are governed by Irish law and our Irish articles of association.

The par value of our ordinary shares is stated in U.S.

As discussed in Note 1, pursuant to the terms of a merger agreement between TE Connectivity Ltd.

and TE Connectivity plc, shareholders received one ordinary share in the share capital of TE Connectivity plc for each common share of TE Connectivity Ltd.

held immediately prior to the merger and change in place of incorporation.

Our articles of association authorize our board of directors to allot and issue shares up to the maximum of our authorized but unissued share capital for a period of five years from September 30, 2024.

This authorization will need to be renewed by ordinary resolution upon its expiration and at periodic intervals thereafter.

The authorized but unissued share capital may be increased or reduced by way of an ordinary resolution of shareholders.

The shares comprising the authorized share capital may be divided into shares of such par value as the resolution shall prescribe.

Ordinary Shares Held in Treasury

All treasury shares held as of September 27, 2024 were cancelled at the beginning of fiscal 2025 in connection with our change in place of incorporation.

See Note 1 for additional information regarding our change in place of incorporation.

Authorized Share Capital

In connection with our merger and change in place of incorporation, we converted 25,000 ordinary shares to ordinary class A shares and issued certain preferred shares to facilitate the merger.

The ordinary class A shares and preferred shares were re-acquired and cancelled following the merger.

No preferred shares and no ordinary class A shares were outstanding at June 27, 2025.

Our authorized share capital consisted of 1,500,000,000 ordinary shares with a par value of $ 0.01 per share, two preferred shares with a par value of $ 1.00 per share, and 25,000 ordinary class A shares with a par value of € 1.00 per share as of June 27, 2025.

The authorized share capital includes 25,000 ordinary class A shares with a par value of € 1.00 per share in order to satisfy statutory requirements for the incorporation of all Irish public limited companies.

Contributed Surplus

As a result of cumulative equity transactions, including dividend activity and treasury share cancellations, our contributed surplus balance was reduced to zero with residual activity recorded against accumulated earnings as reflected on the Condensed Consolidated Statement of Shareholders’ Equity.

To the extent that the contributed surplus balance continues to be zero, the impact of future transactions that normally would have been recorded as a reduction of contributed surplus will be recorded in accumulated earnings.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

We paid cash dividends to shareholders as follows:

Quarters Ended

Nine Months Ended

Dividends paid per ordinary/common share

In June 2025 , our board of directors declared a regular quarterly dividend of $ 0.71 per ordinary share, payable on September 12, 2025 , to shareholders of record on August 22, 2025 .

As a result of our change in place of incorporation, dividends on our ordinary shares, if any, are now declared on a quarterly basis by our board of directors, as provided by Irish law.

Shareholder approval is no longer required.

As an Irish company, dividends will be made from accumulated earnings as defined under accounting practices generally accepted in Ireland (“Irish GAAP”).

Dividends paid per ordinary share

In December 2025 , our Board of Directors declared a regular quarterly cash dividend of $ 0.71 per ordinary share, payable on March 13, 2026 , to shareholders of record on February 20, 2026 .

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Share Repurchase Program

During the nine months ended June 27, 2025, our board of directors authorized an increase of $ 2.5 billion in our share repurchase program.

Ordinary/common shares repurchased under the share repurchase program were as follows:

Nine Months Ended

Ordinary shares repurchased under the share repurchase program were as follows:

Quarters Ended

(in millions)

Number of ordinary/common shares repurchased

Number of ordinary shares repurchased

Repurchase value

At June 27, 2025, we had $ 1.8 billion of availability remaining under our share repurchase authorization.

At December 26, 2025, we had $ 983 million of availability remaining under our share repurchase authorization.

Share-based compensation expense, which was included in selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations, was as follows:

Quarters Ended

Nine Months Ended

(in millions)

Share-based compensation expense

As of June 27, 2025, there was $ 172 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 1.7 years.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of December 26, 2025, there was $ 225 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 26, 2025, we granted the following share-based awards as part of our annual incentive plan grant:

3 unchanged sentences

Performance share awards

As of June 27, 2025, we had 18 million shares available for issuance under the TE Connectivity plc 2024 Stock and Incentive Plan, amended and restated as of September 30, 2024.

As of December 26, 2025, we had 17 million shares available for issuance under the TE Connectivity plc 2024 Stock and Incentive Plan, amended and restated as of September 30, 2024.

Share-Based Compensation Assumptions

4 unchanged sentences

Expected life of options (in years)

Segment and Geographic Data

Effective for fiscal 2025, we reorganized our management and segments to align the organization around our current strategy.

See Note 1 for additional information regarding our new segment structure.

The following segment information reflects the new segment reporting structure.

Prior period segment results have been recast to conform to the new segment structure.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Segment and Geographic Data

Net sales by segment (1) and industry end market were as follows:

Quarters Ended

Nine Months Ended

(in millions)

3 unchanged sentences

Industrial Solutions:

Digital data networks

Automation and connected living

Aerospace, defense, and marine

Digital data networks

Total Industrial Solutions

(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.

Net sales by geographic region (1) and segment were as follows:

Quarters Ended

Nine Months Ended

(in millions)

Europe/Middle East/Africa (“EMEA”):

Transportation Solutions

Industrial Solutions

Asia–Pacific:

2 unchanged sentences

Total Asia–Pacific

Europe/Middle East/Africa (“EMEA”):

Transportation Solutions

Industrial Solutions

Transportation Solutions

Industrial Solutions

Total Americas

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Operating income by segment was as follows:

Quarters Ended

Nine Months Ended

The following table presents operating results and other data by reportable segment:

For the Quarter Ended December 26, 2025

Transportation

(in millions)

Transportation Solutions

Industrial Solutions

Cost of sales

Selling, general, and administrative expenses

Research, development, and engineering expenses

Other segment items (1)

Operating income

Capital expenditures

For the Quarter Ended December 27, 2024

Transportation

(in millions)

Cost of sales

Selling, general, and administrative expenses

Research, development, and engineering expenses

Other segment items (1)

Operating income

Capital expenditures

(1) Other segment items consist of acquisition and integration costs and net restructuring and other charges.

Segment assets and a reconciliation of segment assets to total assets were as follows:

Segment Assets

September 26,

4 unchanged sentences

Other current assets

Other non-current assets

Other noncurrent assets

(1) Segment assets are composed of accounts receivable, inventories, and net property, plant, and equipment.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements