What changed in this filing

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Item 1. Financial Statements

2025-04-28 compared with 2025-01-24 · 184 added, 99 removed, 426 unchanged (40% of the section changed)

3 unchanged sentences

Quarters Ended

Six Months Ended

(in millions, except per share data)

21 unchanged sentences

Quarters Ended

Six Months Ended

(in millions)

2 unchanged sentences

Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes

Gains (losses) on cash flow hedges, net of income taxes

Gains on cash flow hedges, net of income taxes

Other comprehensive income (loss)

29 unchanged sentences

Shareholders' equity:

Preferred shares, $ 1.00 par value, 2 shares authorized, none outstanding as of December 27, 2024

Ordinary class A shares, € 1.00 par value, 25,000 shares authorized, none outstanding as of December 27, 2024

Preferred shares, $ 1.00 par value, 2 shares authorized, none outstanding as of March 28, 2025

Ordinary class A shares, € 1.00 par value, 25,000 shares authorized, none outstanding as of March 28, 2025

Ordinary shares, $ 0.01 par value, 1,500,000,000 shares authorized, 301,276,687 shares issued and common shares, CHF 0.57 par value, 316,574,781 shares authorized and issued , respectively

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Quarter Ended December 27, 2024

For the Quarter Ended March 28, 2025

Ordinary Shares

5 unchanged sentences

(in millions)

Balance at December 27, 2024

Other comprehensive income

Share-based compensation expense

Exercise of share options

Restricted share award vestings and other activity

Repurchase of ordinary shares

Balance at March 28, 2025

For the Six Months Ended March 28, 2025

Ordinary Shares

Held in Treasury

Comprehensive

Shareholders'

Income (Loss)

(in millions)

Balance at September 27, 2024

6 unchanged sentences

Repurchase of ordinary shares

Balance at March 28, 2025

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED) (Continued)

For the Quarter Ended March 29, 2024

Common Shares

Held in Treasury

Comprehensive

Shareholders'

Income (Loss)

(in millions)

Balance at December 29, 2023

For the Quarter Ended December 29, 2023

Other comprehensive loss

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 March 29, 2024

For the Six Months Ended March 29, 2024

Common Shares

11 unchanged sentences

Repurchase of common shares

Balance at December 29, 2023

Cancellation of treasury shares

Balance at March 29, 2024

See Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Quarters Ended

Six Months Ended

(in millions)

22 unchanged sentences

Net increase (decrease) in commercial paper

Proceeds from issuance of debt

Repayment of debt

2 unchanged sentences

Payment of ordinary/common share dividends to shareholders

Net cash used in financing activities

Net cash provided by (used in) financing activities

Effect of currency translation on cash

Net decrease in cash, cash equivalents, and restricted cash

Net increase (decrease) in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of period

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Basis of Presentation

Basis of Presentation and Accounting Pronouncement

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.

24 unchanged sentences

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, in March 2025, the SEC informed the Court that it has ended its defense of the climate disclosure rules.

Restructuring and Other Charges, Net

1 unchanged sentence

Quarters Ended

Six Months Ended

(in millions)

7 unchanged sentences

Quarters Ended

Six Months Ended

(in millions)

2 unchanged sentences

Restructuring charges, net

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Activity in our restructuring reserves was as follows:

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Total Activity

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Fiscal 2025 Actions

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

During the quarter ended December 27, 2024, we recorded restructuring charges of $ 30 million in connection with this program.

We expect to complete all restructuring actions commenced during the quarter ended December 27, 2024 by the end of fiscal 2032 and to incur additional charges of approximately $ 10 million related primarily to facility exit costs in the Industrial Solutions segment.

During the six months ended March 28, 2025, we recorded restructuring charges of $ 77 million in connection with this program.

We expect to complete all restructuring actions commenced during the six months ended March 28, 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.

Fiscal 2024 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 quarters ended December 27, 2024 and December 29, 2023, we recorded net restructuring charges of $ 4 million and $ 5 million, respectively.

In connection with this program, during the six months ended March 28, 2025 and March 29, 2024, we recorded restructuring charges of $ 3 million and $ 11 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.

Pre-Fiscal 2024 Actions

During the quarters ended December 27, 2024 and December 29, 2023, we recorded net restructuring charges of $ 9 million and $ 4 million, respectively, related to pre-fiscal 2024 actions.

During the six months ended March 28, 2025 and March 29, 2024, we recorded net restructuring charges of $ 7 million and $ 30 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.

6 unchanged sentences

Restructuring reserves

During the quarter ended December 29, 2023, we sold one business for net cash proceeds of $ 38 million.

In connection with the divestiture, we recorded a pre-tax loss on sale of $ 11 million in the quarter ended December 29, 2023.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During the six months ended March 29, 2024, we sold one business for net cash proceeds of $ 38 million.

In connection with the divestiture, we recorded a pre-tax loss on sale of $ 11 million in the six months ended March 29, 2024.

The business sold was reported in our Transportation Solutions segment.

Change in Place of Incorporation

During the quarter ended December 27, 2024, we incurred costs of $ 10 million related to our change in place of incorporation from Switzerland to Ireland.

During the six months ended March 28, 2025 and March 29, 2024, we incurred costs of $ 11 million and $ 8 million, respectively, related to our change in place of incorporation from Switzerland to Ireland.

See Note 1 for additional information regarding the change.

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

During the six months ended March 28, 2025, we acquired two 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.

Our valuation of identifiable intangible assets, assets acquired, and liabilities assumed is

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

currently in process;

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, a leader in electromagnetic solutions based in Switzerland, for CHF 505.00 per share in cash for a purchase price of CHF 302 million (equivalent to $ 349 million), net of cash acquired.

During the six months ended March 29, 2024, we acquired approximately 98.7 % of the outstanding shares of Schaffner Holding AG, 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.

5 unchanged sentences

Finished goods

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The changes in the carrying amount of goodwill by segment were as follows (1) :

2 unchanged sentences

September 27, 2024 (2)

Acquisitions and purchase accounting adjustments

Currency translation

December 27, 2024 (2)

March 28, 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 December 27, 2024 and September 27, 2024, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $ 3,091 million and $ 1,158 million, respectively.

During the quarter ended December 27, 2024, we recognized goodwill in the Industrial Solutions segment in connection with recent acquisitions.

(2) At March 28, 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.

During the six months ended March 28, 2025, we recognized goodwill in the Industrial Solutions segment in connection with recent acquisitions.

See Note 3 for additional information regarding acquisitions.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Intangible Assets, Net

Intangible assets consisted of the following:

December 27, 2024

March 28, 2025

September 27, 2024

2 unchanged sentences

Intellectual property

Intangible asset amortization expense was $ 39 million and $ 42 million for the quarters ended December 27, 2024 and December 29, 2023, respectively.

At December 27, 2024, the aggregate amortization expense on intangible assets is expected to be as follows:

Intangible asset amortization expense was $ 41 million and $ 43 million for the quarters ended March 28, 2025 and March 29, 2024, respectively, and $ 80 million and $ 85 million for the six months ended March 28, 2025 and March 29, 2024, respectively.

At March 28, 2025, the aggregate amortization expense on intangible assets is expected to be as follows:

(in millions)

Remainder of fiscal 2025

As of December 27, 2024, Tyco Electronics Group S.A.

(“TEGSA”), our wholly-owned subsidiary, had $ 345 million of commercial paper outstanding at a weighted-average interest rate of 4.50 %.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

During the quarter ended March 28, 2025, Tyco Electronics Group S.A.

(“TEGSA”), our wholly-owned subsidiary, issued € 750 million aggregate principal amount of 3.25 % senior notes due in January 2033.

The notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.

During the quarter ended March 28, 2025, TEGSA repaid, at maturity, € 550 million of 0.00 % senior notes due in February 2025.

During the quarter ended March 28, 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.

As of March 28, 2025, TEGSA had $ 1.5 billion of commercial paper outstanding at a weighted-average interest rate of 4.64 %.

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

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 $ 4,126 million and $ 4,190 million at December 27, 2024 and September 27, 2024, respectively.

In March 2025, TEGSA entered into a 364-day senior credit agreement ("364-Day Credit Facility") with total commitments of $ 1.5 billion.

This increases the size of our commercial paper program as the 364-Day Credit Facility, in addition to the five-year unsecured senior revolving credit facility (“Five-Year Credit Facility”), backs borrowings made under our commercial paper program.

TEGSA had no borrowings under the 364-Day Credit Facility or Five-Year Credit Facility at March 28, 2025.

Borrowings under the 364-Day Credit Facility bear interest at a rate per annum equal to, at the option of TEGSA, (a) the term secured overnight financing rate (“Term SOFR”) (as defined in the 364-Day 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 1 / 2 of 1%, (iii) the Term SOFR for a one-month interest period plus 1 %, and (iv) 1 %, 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 3.0 to 9.0 basis points of the lenders' commitments under the 364-Day Credit Facility.

The 364-Day Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the 364-Day Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the 364-Day Credit Facility) is triggered.

Payment obligations under TEGSA’s senior notes, commercial paper, 364-Day Credit Facility, and Five-Year 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 $ 5,565 million and $ 4,190 million at March 28, 2025 and September 27, 2024, respectively.

TE CONNECTIVITY PLC

2 unchanged sentences

Quarters Ended

Six Months Ended

(in millions)

3 unchanged sentences

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

Quarters Ended

Six Months Ended

(in millions)

8 unchanged sentences

Trade Compliance Matters

We have been investigating our past compliance with relevant U.S.

trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S.

As previously disclosed, we had been investigating our past compliance with relevant U.S.

trade controls and had made voluntary disclosures of apparent trade controls violations to the U.S.

State Department’s Directorate of Defense Trade Controls (“DDTC”).

We are cooperating with the DDTC in its ongoing investigation.

We are unable to predict the timing and final outcome of the agency’s investigation.

An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties.

Although we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigation into these matters has yet to be completed and the final outcome of such investigation and related fines and penalties may differ from amounts currently reserved.

During the quarter ended March 28, 2025, DDTC closed its investigations regarding these matters without fine, penalty, or further action, and we released amounts previously reserved for potential fines and penalties relating to these matters.

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

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 March 28, 2025, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $ 18 million to $ 43 million, and we accrued $ 21 million as the probable loss, which was the best estimate within this range.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.

As of December 27, 2024, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $ 18 million to $ 43 million, and we accrued $ 21 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 December 27, 2024, we had outstanding letters of credit, letters of guarantee, and surety bonds of $ 185 million, including letters of credit of $ 22 million associated with our divestiture of the Subsea Communications business.

In addition, as of December 27, 2024, we had $ 23 million of performance guarantees associated with the divestiture.

We contractually agreed to continue to honor letters of credit and performance guarantees related to the business’ projects that existed as of the date of sale;

At March 28, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $ 191 million, including letters of credit of $ 22 million associated with the divestiture of our former Subsea Communications business.

We contractually agreed to continue to honor letters of credit related to the business’ projects that existed as of the date of sale;

however, based on historical experience, we do not anticipate having to perform on these guarantees.

4 unchanged sentences

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 $ 126 million and $ 105 million at December 27, 2024 and September 27, 2024, respectively.

The outstanding payment obligations under our supply chain finance program, which are included in accounts payable on our Condensed Consolidated Balance Sheets, were $ 112 million and $ 105 million at March 28, 2025 and September 27, 2024, 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 $ 2,324 million and $ 2,417 million at December 27, 2024 and September 27, 2024, respectively.

The aggregate notional value of these hedges was $ 2,613 million and $ 2,417 million at March 28, 2025 and September 27, 2024, 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 $ 6,138 million and $ 5,367 million at December 27, 2024 and September 27, 2024, respectively.

The aggregate notional value of the contracts under this program was $ 5,886 million and $ 5,367 million at March 28, 2025 and September 27, 2024, respectively.

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

dollars at a weighted-average rate of 2.0 % per annum and pay no interest.

Upon the maturity of these contracts at various dates through fiscal

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2029, we will pay the notional value of the contracts in the designated foreign currency and receive U.S.

Upon the maturity of these contracts at various dates through fiscal 2029, 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.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:

6 unchanged sentences

Quarters Ended

Six Months Ended

(in millions)

5 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 $ 481 million and $ 488 million at December 27, 2024 and September 27, 2024, respectively, and were designated as cash flow hedges.

These contracts had an aggregate notional value of $ 505 million and $ 488 million at March 28, 2025 and September 27, 2024, respectively, and were designated as cash flow hedges.

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

3 unchanged sentences

Accrued and other current liabilities

Other liabilities

The impacts of our commodity swap contracts were as follows:

Quarters Ended

Six Months Ended

(in millions)

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

Gains recorded in other comprehensive income (loss)

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

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.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Retirement Plans

11 unchanged sentences

Net periodic pension benefit cost

During the quarter ended December 27, 2024, we contributed $ 12 million and $ 5 million to our non-U.S.

Six 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 six months ended March 28, 2025, we contributed $ 24 million and $ 9 million to our non-U.S.

pension plans, respectively.

We recorded income tax expense of $ 178 million and an income tax benefit of $ 1,105 million for the quarters ended December 27, 2024 and December 29, 2023, respectively.

The income tax expense for the 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.

We recorded income tax expense of $ 742 million and $ 146 million for the quarters ended March 28, 2025 and March 29, 2024, respectively.

The income tax expense for the quarter ended March 28, 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.

We recorded income tax expense of $ 920 million and an income tax benefit of $ 959 million for the six months ended March 28, 2025 and March 29, 2024, respectively.

The income tax expense for the six months ended March 28, 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 six months ended March 28, 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 quarter ended December 29, 2023 included an $ 874 million net income tax benefit associated with a ten-year tax credit obtained by a Swiss subsidiary 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 quarter ended December 29, 2023 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.

The Organisation for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward the enactment of a 15% global minimum corporate tax.

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

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

The global minimum tax is a significant structural change to the international taxation framework.

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

The legislation did not have a material impact on our cash taxes and income tax expense in the quarter ended December 27, 2024.

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

See Note 17 for information regarding the impact of guidance issued by the OECD in January 2025 on the ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024.

Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that, as of December 27, 2024, approximately $ 20 million of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months.

The income tax benefit for the six months ended March 29, 2024 included an $ 874 million net income tax benefit associated with the same ten-year tax credit obtained

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 December 27, 2024.

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 six months ended March 29, 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.

Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that, as of March 28, 2025, approximately $ 20 million of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months.

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 quarter ended March 28, 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.

Earnings Per Share

1 unchanged sentence

Quarters Ended

Six Months Ended

(in millions)

2 unchanged sentences

Quarters Ended

Six Months Ended

(in millions)

Antidilutive share options

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Shareholders’ Equity

15 unchanged sentences

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

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

shares were re-acquired and cancelled following the merger.

No preferred shares and no ordinary class A shares were outstanding at December 27, 2024.

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 December 27, 2024.

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 March 28, 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.

2 unchanged sentences

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

Six Months Ended

Dividends paid per ordinary/common share

Upon approval of a dividend payment, we record a liability with a corresponding charge to equity.

At December 27, 2024 and September 27, 2024, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $ 194 million and $ 390 million, respectively.

We expect future dividends to be made from accumulated earnings as defined under accounting principles generally accepted in Ireland (“Irish GAAP”).

In March 2025 , our board of directors declared a regular quarterly dividend of $ 0.71 per ordinary share, payable on June 10, 2025 , to shareholders of record on May 21, 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 principles generally accepted in Ireland (“Irish GAAP”).

Share Repurchase Program

During the quarter ended December 27, 2024, our board of directors authorized an increase of $ 2.5 billion in our share repurchase program.

During the six months ended March 28, 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:

Quarters Ended

Six Months Ended

(in millions)

1 unchanged sentence

Repurchase value

At December 27, 2024, we had $ 2.4 billion of availability remaining under our share repurchase authorization.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

At March 28, 2025, we had $ 2.1 billion 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

Six Months Ended

(in millions)

Share-based compensation expense

As of December 27, 2024, there was $ 213 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 2.1 years.

As of March 28, 2025, there was $ 183 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 1.9 years.

During the quarter ended December 27, 2024, we granted the following share-based awards as part of our annual incentive plan grant:

3 unchanged sentences

Performance share awards

As of December 27, 2024, 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.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 28, 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.

Share-Based Compensation Assumptions

9 unchanged sentences

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

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Net sales by segment (1) and industry end market (2) were as follows:

Quarters Ended

Six Months Ended

(in millions)

9 unchanged sentences

(2) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Quarters Ended

Six Months Ended

(in millions)

10 unchanged sentences

(1) Net sales to external customers are attributed to individual countries based on the legal entity that records the sale.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Operating income by segment was as follows:

Quarters Ended

Six Months Ended

(in millions)

11 unchanged sentences

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

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Subsequent Event

In January 2025, the OECD released new guidance for the 15% global minimum corporate tax.

We expect this guidance to impact the realizability of certain net deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024.

We are reviewing the new guidance and related interpretations and, while our assessment is not complete, it is probable that we will need to reduce those net deferred tax assets by approximately $ 600 million during the quarter ending March 28, 2025.

On April 1, 2025, we acquired Richards Manufacturing Co., 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 post-closing adjustments.

The acquired business will be reported as part of our Energy business within our Industrial Solutions segment from the date of acquisition.

We have not yet completed the initial accounting for this business combination, including obtaining all of the information required for the valuation of contingencies, intangible assets, and goodwill.

Also, because the initial accounting for the transaction is incomplete, we are unable to provide the supplemental pro forma revenue and earnings of the combined entity.

The amounts recognized for the major classes of assets acquired and liabilities assumed as of the acquisition date and the pro forma revenue and earnings of the combined entity will be included in our Form 10-Q for the quarter ending June 27, 2025.

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