Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the
For the
Quarters Ended
Nine Months Ended
June 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions, except per share data)
Net sales
$
5,160
$
4,534
$
14,573
$
12,513
Cost of sales
3,325
2,934
9,254
8,094
Gross margin
1,835
1,600
5,319
4,419
Selling, general, and administrative expenses
532
491
1,606
1,372
Research, development, and engineering expenses
230
211
692
602
Acquisition and integration costs
9
27
20
41
Restructuring and other charges, net
83
14
103
109
Operating income
981
857
2,898
2,295
Interest income
21
17
67
62
Interest expense
( 31 )
( 28 )
( 93 )
( 48 )
Other income (expense), net
—
—
2
( 2 )
Income from continuing operations before income taxes
971
846
2,874
2,307
Income tax expense
( 223 )
( 208 )
( 520 )
( 1,128 )
Income from continuing operations
748
638
2,354
1,179
Loss from discontinued operations, net of income taxes
—
—
( 1 )
—
Net income
$
748
$
638
$
2,353
$
1,179
Basic earnings per share:
Income from continuing operations
$
2.57
$
2.16
$
8.03
$
3.96
Loss from discontinued operations
—
—
—
—
Net income
2.57
2.16
8.03
3.96
Diluted earnings per share:
Income from continuing operations
$
2.55
$
2.14
$
7.98
$
3.93
Loss from discontinued operations
—
—
—
—
Net income
2.55
2.14
7.98
3.93
Weighted-average number of shares outstanding:
Basic
291
296
293
298
Diluted
293
298
295
300
See accompanying Notes to Condensed Consolidated Financial Statements.
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TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
For the
For the
Quarters Ended
Nine Months Ended
June 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Net income
$
748
$
638
$
2,353
$
1,179
Other comprehensive income (loss):
Currency translation
6
89
114
( 56 )
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes
1
1
3
( 6 )
Gains (losses) on cash flow hedges, net of income taxes
( 65 )
( 8 )
( 34 )
21
Other comprehensive income (loss)
( 58 )
82
83
( 41 )
Comprehensive income
690
720
2,436
1,138
Less: comprehensive (income) loss attributable to noncontrolling interests
2
( 11 )
4
( 7 )
Comprehensive income attributable to TE Connectivity plc
$
692
$
709
$
2,440
$
1,131
See accompanying Notes to Condensed Consolidated Financial Statements.
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TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 26,
September 26,
2026
2025
(in millions, except share
data)
Assets
Current assets:
Cash and cash equivalents
$
1,239
$
1,255
Accounts receivable, net of allowance for doubtful accounts of $ 51 and $ 44 , respectively
3,749
3,403
Inventories
3,027
2,699
Prepaid expenses and other current assets
728
609
Total current assets
8,743
7,966
Property, plant, and equipment, net
4,529
4,312
Goodwill
7,403
7,126
Intangible assets, net
2,081
2,227
Deferred income taxes
2,233
2,507
Other assets
1,081
943
Total assets
$
26,070
$
25,081
Liabilities, redeemable noncontrolling interests, and shareholders' equity
Current liabilities:
Short-term debt
$
102
$
852
Accounts payable
2,409
2,021
Accrued and other current liabilities
2,149
2,247
Total current liabilities
4,660
5,120
Long-term debt
5,530
4,842
Long-term pension and postretirement liabilities
737
767
Deferred income taxes
176
198
Income taxes
320
414
Other liabilities
1,254
1,010
Total liabilities
12,677
12,351
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests
147
145
Shareholders' equity:
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, 296,097,014 and 302,889,075 shares issued, respectively
3
3
Accumulated earnings
14,500
13,932
Ordinary shares held in treasury, at cost, 6,156,342 and 8,330,931 shares, respectively
( 1,350 )
( 1,356 )
Accumulated other comprehensive income
93
6
Total shareholders' equity
13,246
12,585
Total liabilities, redeemable noncontrolling interests, and shareholders' equity
$
26,070
$
25,081
See accompanying Notes to Condensed Consolidated Financial Statements.
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TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
For the Quarter Ended June 26, 2026
Accumulated
Ordinary Shares
Other
Total
Ordinary Shares
Held in Treasury
Contributed
Accumulated
Comprehensive
Shareholders'
Shares
Amount
Shares
Amount
Surplus
Earnings
Income
Equity
(in millions)
Balance at March 27, 2026
296
$
3
( 4 )
$
( 818 )
$
—
$
13,900
$
149
$
13,234
Net income
—
—
—
—
—
748
—
748
Other comprehensive loss
—
—
—
—
—
—
( 56 )
( 56 )
Share-based compensation expense
—
—
—
—
38
—
—
38
Dividends ($ 0.78 per ordinary share)
—
—
—
—
—
( 225 )
—
( 225 )
Exercise of share options
—
—
—
—
14
—
—
14
Restricted share award vestings and other activity
—
—
—
—
( 52 )
77
—
25
Repurchase of ordinary shares
—
—
( 2 )
( 532 )
—
—
—
( 532 )
Balance at June 26, 2026
296
$
3
( 6 )
$
( 1,350 )
$
—
$
14,500
$
93
$
13,246
For the Nine Months Ended June 26, 2026
Accumulated
Ordinary Shares
Other
Total
Ordinary Shares
Held in Treasury
Contributed
Accumulated
Comprehensive
Shareholders'
Shares
Amount
Shares
Amount
Surplus
Earnings
Income
Equity
(in millions)
Balance at September 26, 2025
303
$
3
( 8 )
$
( 1,356 )
$
—
$
13,932
$
6
$
12,585
Net income
—
—
—
—
—
2,353
—
2,353
Other comprehensive income
—
—
—
—
—
—
87
87
Share-based compensation expense
—
—
—
—
130
—
—
130
Dividends ($ 2.27 per ordinary share)
—
—
—
—
—
( 661 )
—
( 661 )
Exercise of share options
—
—
—
—
79
—
—
79
Restricted share award vestings and other activity
1
—
—
—
( 209 )
232
—
23
Repurchase of ordinary shares
—
—
( 6 )
( 1,350 )
—
—
—
( 1,350 )
Cancellation of treasury shares
( 8 )
—
8
1,356
—
( 1,356 )
—
—
Balance at June 26, 2026
296
$
3
( 6 )
$
( 1,350 )
$
—
$
14,500
$
93
$
13,246
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TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED) (Continued)
For the Quarter Ended June 27, 2025
Accumulated
Ordinary Shares
Other
Total
Ordinary Shares
Held in Treasury
Contributed
Accumulated
Comprehensive
Shareholders'
Shares
Amount
Shares
Amount
Surplus
Earnings
Income (Loss)
Equity
(in millions)
Balance at March 28, 2025
301
$
3
( 4 )
$
( 615 )
$
—
$
12,811
$
( 114 )
$
12,085
Net income
—
—
—
—
—
638
—
638
Other comprehensive income
—
—
—
—
—
—
71
71
Share-based compensation expense
—
—
—
—
36
—
—
36
Dividends
—
—
—
—
—
( 210 )
—
( 210 )
Exercise of share options
—
—
—
—
44
—
—
44
Restricted share award vestings and other activity
1
—
—
—
( 80 )
98
—
18
Repurchase of ordinary shares
—
—
( 2 )
( 301 )
—
—
—
( 301 )
Balance at June 27, 2025
302
$
3
( 6 )
$
( 916 )
$
—
$
13,337
$
( 43 )
$
12,381
For the Nine Months Ended June 27, 2025
Accumulated
Ordinary Shares
Other
Total
Ordinary Shares
Held in Treasury
Contributed
Accumulated
Comprehensive
Shareholders'
Shares
Amount
Shares
Amount
Surplus
Earnings
Income (Loss)
Equity
(in millions)
Balance at September 27, 2024
316
$
139
( 17 )
$
( 2,322 )
$
—
$
14,533
$
5
$
12,355
Change in place of incorporation
—
( 136 )
—
—
—
136
—
—
Cancellation of treasury shares
( 17 )
—
17
2,322
—
( 2,322 )
—
—
Net income
—
—
—
—
—
1,179
—
1,179
Other comprehensive loss
—
—
—
—
—
—
( 48 )
( 48 )
Share-based compensation expense
—
—
—
—
105
—
—
105
Dividends
—
—
—
—
—
( 419 )
—
( 419 )
Exercise of share options
1
—
—
—
103
—
—
103
Restricted share award vestings and other activity
2
—
—
—
( 208 )
230
—
22
Repurchase of ordinary shares
—
—
( 6 )
( 916 )
—
—
—
( 916 )
Balance at June 27, 2025
302
$
3
( 6 )
$
( 916 )
$
—
$
13,337
$
( 43 )
$
12,381
See accompanying Notes to Condensed Consolidated Financial Statements.
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TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the
Nine Months Ended
June 26,
June 27,
2026
2025
(in millions)
Cash flows from operating activities:
Net income
$
2,353
$
1,179
Loss from discontinued operations, net of income taxes
1
—
Income from continuing operations
2,354
1,179
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization
758
594
Deferred income taxes
261
772
Non-cash lease cost
118
106
Provision for losses on accounts receivable and inventories
61
62
Share-based compensation expense
130
105
Other
( 51 )
60
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net
( 355 )
( 391 )
Inventories
( 365 )
( 299 )
Prepaid expenses and other current assets
38
31
Accounts payable
433
298
Accrued and other current liabilities
( 240 )
( 76 )
Income taxes
( 94 )
172
Other
( 51 )
105
Net cash provided by operating activities
2,997
2,718
Cash flows from investing activities:
Capital expenditures
( 832 )
( 665 )
Proceeds from sale of property, plant, and equipment
6
7
Acquisition of businesses, net of cash acquired
( 200 )
( 2,628 )
Other
( 6 )
( 12 )
Net cash used in investing activities
( 1,032 )
( 3,298 )
Cash flows from financing activities:
Net increase (decrease) in commercial paper
100
( 255 )
Proceeds from issuance of debt
750
2,231
Repayment of debt
( 851 )
( 580 )
Proceeds from exercise of share options
79
101
Repurchase of ordinary shares
( 1,348 )
( 910 )
Payment of ordinary share dividends to shareholders
( 643 )
( 594 )
Other
( 67 )
( 56 )
Net cash used in financing activities
( 1,980 )
( 63 )
Effect of currency translation on cash
( 1 )
( 4 )
Net decrease in cash, cash equivalents, and restricted cash
( 16 )
( 647 )
Cash, cash equivalents, and restricted cash at beginning of period
1,255
1,319
Cash, cash equivalents, and restricted cash at end of period
$
1,239
$
672
See accompanying Notes to Condensed Consolidated Financial Statements.
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. 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. (“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 26, 2025.
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.
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 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Restructuring charges, net
$
83
$
10
$
96
$
97
Costs related to change in place of incorporation
—
—
—
11
Other charges, net
—
4
7
1
Restructuring and other charges, net
$
83
$
14
$
103
$
109
Restructuring Charges, Net
Net restructuring charges by segment were as follows:
For the
For the
Quarters Ended
Nine Months Ended
June 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Transportation Solutions
$
79
$
7
$
84
$
66
Industrial Solutions
4
3
12
31
Restructuring charges, net
$
83
$
10
$
96
$
97
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Activity in our restructuring reserves was as follows:
Balance at
Balance at
September 26,
Changes in
Cash
Non-Cash
Currency
June 26,
2025
Charges
Estimate
Payments
Items
Translation
2026
(in millions)
Fiscal 2026 Actions:
Employee severance
$
—
$
81
$
—
$
( 1 )
$
—
$
( 1 )
$
79
Facility and other exit costs
—
2
—
( 2 )
—
—
—
Property, plant, and equipment
—
3
—
—
( 3 )
—
—
Total
—
86
—
( 3 )
( 3 )
( 1 )
79
Fiscal 2025 Actions:
Employee severance
75
—
( 3 )
( 29 )
—
( 2 )
41
Facility and other exit costs
—
1
—
( 1 )
—
—
—
Total
75
1
( 3 )
( 30 )
—
( 2 )
41
Pre-Fiscal 2025 Actions:
Employee severance
98
9
2
( 41 )
—
( 1 )
67
Facility and other exit costs
4
—
—
( 4 )
—
—
—
Property, plant, and equipment
—
—
1
—
( 1 )
—
—
Total
102
9
3
( 45 )
( 1 )
( 1 )
67
Total Activity
$
177
$
96
$
—
$
( 78 )
$
( 4 )
$
( 4 )
$
187
Fiscal 2026 Actions
During fiscal 2026, we initiated a restructuring program to optimize our manufacturing footprint and improve the cost structure of our organization. During the nine months ended June 26, 2026, we recorded restructuring charges of $ 86 million in connection with this program. We expect to complete all restructuring actions commenced during the nine months ended June 26, 2026 by the end of fiscal 2029 and to incur additional charges of approximately $ 20 million related primarily to employee severance and property, plant, and equipment in the Transportation Solutions segment.
Fiscal 2025 Actions
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 nine months ended June 26, 2026 and June 27, 2025, we recorded net restructuring credits of $ 2 million and charges of $ 80 million, respectively. We expect to complete all restructuring actions commenced during fiscal 2025 by the end of fiscal 2033 and to incur additional charges of approximately $ 10 million related primarily to facility exit costs in the Industrial Solutions segment.
Pre-Fiscal 2025 Actions
During the nine months ended June 26, 2026 and June 27, 2025, we recorded net restructuring charges of $ 12 million and $ 17 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.
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Total Restructuring Reserves
Restructuring reserves included on the Condensed Consolidated Balance Sheets were as follows:
June 26,
September 26,
2026
2025
(in millions)
Accrued and other current liabilities
$
92
$
163
Other liabilities
95
14
Restructuring reserves
$
187
$
177
3. Acquisitions
Fiscal 2026 Acquisition
During the nine months ended June 26, 2026, we acquired one business for a cash purchase price of $ 200 million, net of cash acquired. The acquisition includes certain earn-out provisions based on business performance for which we have estimated the acquisition-date fair value to be approximately $ 150 million. The acquired business has been reported as part of our Industrial Solutions segment from the date of acquisition.
Fiscal 2025 Acquisitions
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 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 allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. During the quarter ended June 26, 2026, we finalized the valuation of identifiable intangible assets, fixed assets, and pre-acquisition contingencies. Adjustments to the estimated fair values of the assets acquired and liabilities assumed presented at September 26, 2025 were not material.
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
Pro Forma for the
Quarter Ended
Nine Months Ended
June 27,
June 27,
2025
2025
(in millions, except per share data)
Net sales
$
4,534
$
12,695
Net income
650
1,182
Diluted earnings per share
$
2.18
$
3.94
The significant pro forma adjustments, which are described below, are net of income tax expense (benefit) at the statutory rate.
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
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 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 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.
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. The acquired businesses have been reported as part of our Industrial Solutions segment from the date of acquisition.
4. Inventories
Inventories consisted of the following:
June 26,
September 26,
2026
2025
(in millions)
Raw materials
$
481
$
420
Work in progress
1,189
1,078
Finished goods
1,357
1,201
Inventories
$
3,027
$
2,699
5. Goodwill
The changes in the carrying amount of goodwill by segment were as follows:
Transportation
Industrial
Solutions
Solutions
Total
(in millions)
September 26, 2025 (1)
$
1,609
$
5,517
$
7,126
Acquisition
—
308
308
Purchase price adjustments
—
17
17
Currency translation
( 10 )
( 38 )
( 48 )
June 26, 2026 (1)
$
1,599
$
5,804
$
7,403
(1) At June 26, 2026 and September 26, 2025, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $ 3,091 million and $ 1,158 million, respectively.
During the nine months ended June 26, 2026, we recognized goodwill in the Industrial Solutions segment in connection with a recent acquisition. See Note 3 for additional information regarding acquisitions.
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
6. Intangible Assets, Net
Net intangible assets consisted of the following:
June 26, 2026
September 26, 2025
Gross
Net
Gross
Net
Carrying
Accumulated
Carrying
Carrying
Accumulated
Carrying
Amount
Amortization
Amount
Amount
Amortization
Amount
(in millions)
Customer relationships
$
2,998
$
( 1,227 )
$
1,771
$
3,033
$
( 1,118 )
$
1,915
Intellectual property
697
( 402 )
295
727
( 430 )
297
Other
24
( 9 )
15
23
( 8 )
15
Total
$
3,719
$
( 1,638 )
$
2,081
$
3,783
$
( 1,556 )
$
2,227
Intangible asset amortization expense was $ 56 million and $ 52 million for the quarters ended June 26, 2026 and June 27, 2025, respectively, and $ 170 million and $ 132 million for the nine months ended June 26, 2026 and June 27, 2025, respectively.
At June 26, 2026, the aggregate amortization expense on intangible assets is expected to be as follows:
(in millions)
Remainder of fiscal 2026
$
57
Fiscal 2027
211
Fiscal 2028
175
Fiscal 2029
170
Fiscal 2030
160
Fiscal 2031
159
Thereafter
1,149
Total
$
2,081
7. Debt
During the nine months ended June 26, 2026, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued $ 200 million aggregate principal amount of 4.50 % senior notes due in February 2031 and $ 550 million aggregate principal amount of 4.875 % senior notes due in February 2036. The February 2031 senior notes represent a further issuance of TEGSA’s outstanding $ 450 million aggregate principal amount of 4.50 % senior notes which were issued in fiscal 2025 and bring the total aggregate principal amount of the 4.50 % senior notes due in February 2031 to $ 650 million. The new 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 nine months ended June 26, 2026, TEGSA repaid, at maturity, $ 500 million of 4.50 % senior notes and $ 350 million of 3.70 % senior notes, both due in February 2026.
At June 26, 2026, TEGSA had $ 100 million of commercial paper outstanding at a weighted-average interest rate of 3.95 %. TEGSA had no commercial paper outstanding at September 26, 2025.
TEGSA entered into a new five-year unsecured senior revolving credit facility (“Credit Facility”) in February 2026 with aggregate commitments of $ 3.0 billion, which refinanced and replaced in full TEGSA’s existing $ 1.5 billion five-year unsecured senior revolving credit facility (the “Replaced Credit Facility”). The Credit Facility matures in February 2031 and contains provisions that allow for incremental commitments of up to $ 1.0 billion, subject to terms and conditions in the
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(Continued)
Credit Facility. TEGSA had no borrowings under the Credit Facility at June 26, 2026 or the Replaced Credit Facility at September 26, 2025.
Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the option of TEGSA, (1) with respect to borrowings in U.S. dollars, (a) the term secured overnight financing rate (“Term SOFR”) (as defined in the Credit Facility) or (b) an alternate base rate equal to the highest of (i) Bank of America , N.A.’s base rate, (ii) the federal funds effective rate plus ½ of 1%, (iii) the Term SOFR for a one-month interest period plus 1 %, and (iv) 1 %, (2) with respect to borrowings in euro, the Euro Interbank Offered Rate , (3) with respect to borrowings in sterling, the Sterling Overnight Index Average Reference Rate , and (4) with respect to borrowings in yen, the Tokyo Interbank Offered Rate , plus, in each case, an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA. TEGSA is required to pay an annual facility fee. Based on the applicable credit ratings of TEGSA, this fee ranges from 5.0 to 12.5 basis points of the lenders’ commitments under the Credit Facility.
Payment obligations under TEGSA’s senior notes, commercial paper, and 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 $ 5,602 million and $ 5,725 million at June 26, 2026 and September 26, 2025, respectively.
8. Leases
The components of lease cost were as follows:
For the
For the
Quarters Ended
Nine Months Ended
June 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Operating lease cost
$
40
$
37
$
118
$
106
Variable lease cost
15
14
41
43
Total lease cost
$
55
$
51
$
159
$
149
Cash flow information, including significant non-cash transactions, related to leases was as follows:
For the
Nine Months Ended
June 26,
June 27,
2026
2025
(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases (1)
$
116
$
108
Right-of-use assets, including modifications of existing leases, obtained in exchange for operating lease liabilities
180
125
(1) These payments are included in cash flows from operating activities, primarily in changes in accrued and other current liabilities.
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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, 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 previously reported, as part of our ongoing internal compliance activities, we conducted an investigation related to country of origin for import matters. During the quarter ended June 26, 2026, we filed a perfected prior disclosure to the U.S. Customs and Border Protection Agency (“CBP”) regarding Section 301 unpaid duties, fees, and interest for certain imported products into the U.S. and paid $ 14 million to CBP to resolve this matter. Although CBP has not yet completed its review of the disclosure, we do not expect that the outcome of the review will have a material effect on our results of operations, financial position, or cash flows.
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 26, 2026, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $ 20 million to $ 53 million, and we accrued $ 27 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 26, 2026, we had outstanding letters of credit, letters of guarantee, and surety bonds of $ 277 million to support normal business activities.
Supply Chain Finance Program
We have an agreement with a financial institution that allows participating suppliers the ability to finance payment obligations. The financial institution has separate arrangements with the suppliers and provides them with the option to request early payment for invoices. 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
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
accounts payable on our Condensed Consolidated Balance Sheets, were $ 142 million and $ 161 million at June 26, 2026 and September 26, 2025, respectively.
10. Financial Instruments
Foreign Currency Exchange Rate Risk
As part of managing the exposure to changes in foreign currency exchange rates, we utilize cross-currency swap contracts and foreign currency forward contracts, a portion of which are designated as cash flow hedges. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in foreign currency exchange rates on intercompany and other cash transactions. We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with the cash flow hedge-designated instruments addressing foreign exchange risks will be reclassified into the Condensed Consolidated Statement of Operations within the next twelve months.
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 $ 3,888 million and $ 4,212 million at June 26, 2026 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 $ 5,755 million and $ 5,671 million at June 26, 2026 and September 26, 2025, respectively. Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 1.8 % per annum and pay no interest. Upon the maturity of these contracts at various dates through fiscal 2031, 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.
These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:
June 26,
September 26,
2026
2025
(in millions)
Prepaid expenses and other current assets
$
32
$
11
Other assets
83
23
Accrued and other current liabilities
86
97
Other liabilities
100
193
The impacts of our hedge of net investment programs were as follows:
For the
For the
Quarters Ended
Nine Months Ended
June 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Foreign currency exchange gains (losses) on intercompany loans and external borrowings (1)
$
30
$
( 228 )
$
85
$
( 189 )
Gains (losses) on cross-currency swap contracts designated as hedges of net investment (1)
5
( 336 )
117
( 158 )
(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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
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 $ 770 million and $ 569 million at June 26, 2026 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:
June 26,
September 26,
2026
2025
(in millions)
Prepaid expenses and other current assets
$
70
$
73
Other assets
1
7
Accrued and other current liabilities
37
—
Other liabilities
14
—
The impacts of our commodity swap contracts were as follows:
For the
For the
Quarters Ended
Nine Months Ended
June 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Gains (losses) recorded in other comprehensive income (loss)
$
( 20 )
$
7
$
114
$
59
Gains reclassified from accumulated other comprehensive income (loss) into cost of sales
56
16
158
38
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 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Operating expense:
Service cost
$
8
$
7
$
1
$
1
Other (income) expense:
Interest cost
17
16
8
9
Expected returns on plan assets
( 15 )
( 14 )
( 11 )
( 11 )
Amortization of net actuarial loss
2
2
1
1
Amortization of prior service credit
( 1 )
( 1 )
—
—
Net periodic pension benefit cost (credit)
$
11
$
10
$
( 1 )
$
—
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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 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Operating expense:
Service cost
$
23
$
23
$
4
$
5
Other (income) expense:
Interest cost
51
47
25
25
Expected returns on plan assets
( 45 )
( 44 )
( 35 )
( 33 )
Amortization of net actuarial loss
5
6
3
3
Amortization of prior service credit
( 3 )
( 3 )
—
—
Net periodic pension benefit cost (credit)
$
31
$
29
$
( 3 )
$
—
During the nine months ended June 26, 2026, we contributed $ 35 million and $ 14 million to our non-U.S. and U.S. pension plans, respectively.
12. Income Taxes
We recorded income tax expense of $ 223 million and $ 208 million for the quarters ended June 26, 2026 and June 27, 2025, respectively. We recorded income tax expense of $ 520 million and $ 1,128 million for the nine months ended June 26, 2026 and June 27, 2025, respectively. The income tax expense for the nine months ended June 26, 2026 included a $ 114 million net income tax benefit related primarily to the settlement of prior period tax matters. 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. In addition, the income tax expense for the 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.
We record accrued interest and penalties related to uncertain tax positions as part of income tax expense (benefit). As of June 26, 2026 and September 26, 2025, we had $ 44 million and $ 89 million, respectively, of accrued interest and penalties related to uncertain tax positions on the Condensed Consolidated Balance Sheets, recorded primarily in income taxes. During the nine months ended June 26, 2026, we recognized an income tax benefit of $ 45 million related to interest and penalties on the Condensed Consolidated Statements of Operations. Substantially all of this income tax benefit was recognized as part of the settlement of prior period tax matters discussed above.
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 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Basic
291
296
293
298
Dilutive impact of share-based compensation arrangements
2
2
2
2
Diluted
293
298
295
300
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
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 shares and inclusion would be antidilutive:
For the
For the
Quarters Ended
Nine Months Ended
June 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Antidilutive share options
—
1
—
1
14. Shareholders’ Equity
Ordinary Shares Held in Treasury
In March 2026, our Board of Directors approved the cancellation of approximately 8.3 million ordinary shares purchased under our share repurchase program during fiscal 2025. The cancellation became effective during the quarter ended March 27, 2026.
Dividends
We paid cash dividends to shareholders as follows:
For the
For the
Quarters Ended
Nine Months Ended
June 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
Dividends paid per ordinary share
$
0.78
$
0.71
$
2.20
$
2.01
In June 2026 , our Board of Directors approved an interim cash dividend of $ 0.78 per ordinary share, payable on September 11, 2026 , to shareholders of record on August 21, 2026 .
Share Repurchase Program
During the nine months ended June 26, 2026, our Board of Directors authorized an increase of $ 3.0 billion in our share repurchase program. Ordinary shares repurchased under the share repurchase program were as follows:
For the
Nine Months Ended
June 26,
June 27,
2026
2025
(in millions)
Number of ordinary shares repurchased
6
6
Repurchase value
$
1,350
$
916
At June 26, 2026, we had $ 3.0 billion of availability remaining under our share repurchase authorization.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
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 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Share-based compensation expense
$
38
$
36
$
130
$
105
As of June 26, 2026, there was $ 166 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 1.4 years.
During the quarter ended December 26, 2025, we granted the following share-based awards as part of our annual incentive plan grant:
Grant-Date
Shares
Fair Value
(in millions)
Share options
0.3
$
67.29
Restricted share awards
0.3
236.28
Performance share awards
0.1
236.28
As of June 26, 2026, 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
The assumptions we used in the Black-Scholes-Merton option pricing model for the options granted as part of our annual incentive plan grant during the quarter ended December 26, 2025 were as follows:
Expected share price volatility
27
%
Risk-free interest rate
3.9
%
Expected annual dividend per share
$
2.84
Expected life of options (in years)
5.5
16. Segment and Geographic Data
Effective at the beginning of the third quarter of fiscal 2026, we realigned a product line within the Transportation Solutions segment. The realignment did not result in any changes at the segment level. The following information reflects our current reporting structure. Prior period results have been recast to conform to the current reporting structure. As a result of the realignment, which was not significant, $ 30 million and $ 38 million of net sales were transferred from the commercial transportation business to the automotive business within the Transportation Solutions segment for the six months ended March 27, 2026 and nine months ended June 27, 2025, respectively.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Net sales by segment (1) and industry end market were as follows:
For the
For the
Quarters Ended
Nine Months Ended
June 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Transportation Solutions:
Automotive
$
1,913
$
1,819
$
5,590
$
5,300
Commercial transportation
434
363
1,207
1,008
Sensors
233
236
672
667
Total Transportation Solutions
2,580
2,418
7,469
6,975
Industrial Solutions:
Digital data networks
813
606
2,234
1,501
Automation and connected living
664
571
1,792
1,562
Aerospace, defense, and marine
419
374
1,208
1,082
Energy
516
384
1,367
879
Medical
168
181
503
514
Total Industrial Solutions
2,580
2,116
7,104
5,538
Total
$
5,160
$
4,534
$
14,573
$
12,513
(1) Intersegment sales were not material.
Net sales by geographic region (1) and segment were as follows:
For the
For the
Quarters Ended
Nine Months Ended
June 26,
June 27,
June 26,
June 27,
2026
2025
2026
2025
(in millions)
Asia–Pacific:
Transportation Solutions
$
1,109
$
1,016
$
3,371
$
3,110
Industrial Solutions
842
644
2,337
1,695
Total Asia–Pacific
1,951
1,660
5,708
4,805
Europe/Middle East/Africa (“EMEA”):
Transportation Solutions
930
886
2,644
2,425
Industrial Solutions
721
659
2,058
1,762
Total EMEA
1,651
1,545
4,702
4,187
Americas:
Transportation Solutions
541
516
1,454
1,440
Industrial Solutions
1,017
813
2,709
2,081
Total Americas
1,558
1,329
4,163
3,521
Total
$
5,160
$
4,534
$
14,573
$
12,513
(1) Net sales to external customers are attributed to individual countries based on the legal entity that records the sale.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
The following table presents operating results and other data by reportable segment:
For the Quarter Ended June 26, 2026
For the Nine Months Ended June 26, 2026
Transportation
Industrial
Transportation
Industrial
Solutions
Solutions
Total
Solutions
Solutions
Total
(in millions)
Net sales
$
2,580
$
2,580
$
5,160
$
7,469
$
7,104
$
14,573
Less:
Cost of sales
1,702
1,623
3,325
4,828
4,426
9,254
Selling, general, and administrative expenses
237
295
532
753
853
1,606
Research, development, and engineering expenses
117
113
230
355
337
692
Other segment items (1)
80
12
92
85
38
123
Operating income
$
444
$
537
$
981
$
1,448
$
1,450
$
2,898
Depreciation
$
110
$
90
$
200
$
341
$
247
$
588
Amortization
17
39
56
53
117
170
Capital expenditures
136
168
304
315
517
832
For the Quarter Ended June 27, 2025
For the Nine Months Ended June 27, 2025
Transportation
Industrial
Transportation
Industrial
Solutions
Solutions
Total
Solutions
Solutions
Total
(in millions)
Net sales
$
2,418
$
2,116
$
4,534
$
6,975
$
5,538
$
12,513
Less:
Cost of sales
1,594
1,340
2,934
4,551
3,543
8,094
Selling, general, and administrative expenses
238
253
491
667
705
1,372
Research, development, and engineering expenses
117
94
211
332
270
602
Other segment items (1)
7
34
41
72
78
150
Operating income
$
462
$
395
$
857
$
1,353
$
942
$
2,295
Depreciation
$
100
$
64
$
164
$
293
$
169
$
462
Amortization
17
35
52
51
81
132
Capital expenditures
121
109
230
369
296
665
(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:
June 26,
September 26,
2026
2025
(in millions)
Transportation Solutions
$
6,135
$
5,975
Industrial Solutions
5,170
4,439
Total segment assets (1)
11,305
10,414
Other current assets
1,967
1,864
Other noncurrent assets
12,798
12,803
Total assets
$
26,070
$
25,081
(1) Segment assets are composed of accounts receivable, inventories, and net property, plant, and equipment.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
17. Subsequent Event
On July 22, 2026, we entered into a definitive agreement to acquire Astrodyne TDI, a leading manufacturer of power and filter solutions, for approximately $ 1.4 billion in cash. The transaction, which is expected to close by the end of calendar year 2026, is subject to customary regulatory approvals and other closing conditions. The business will be reported as part of our Industrial Solutions segment.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.