What changed in this filing

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Item 1. Financial Statements

2025-07-25 compared with 2025-04-28 · 198 added, 138 removed, 472 unchanged (42% of the section changed)

3 unchanged sentences

Quarters Ended

Six Months Ended

Nine Months Ended

(in millions, except per share data)

17 unchanged sentences

Weighted-average number of shares outstanding:

See Notes to Condensed Consolidated Financial Statements.

See accompanying Notes to Condensed Consolidated Financial Statements.

TE CONNECTIVITY PLC

1 unchanged sentence

Quarters Ended

Six Months Ended

Nine Months Ended

(in millions)

2 unchanged sentences

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

Gains on cash flow hedges, net of income taxes

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

Other comprehensive income (loss)

2 unchanged sentences

Comprehensive income attributable to TE Connectivity plc

See Notes to Condensed Consolidated Financial Statements.

See accompanying Notes to Condensed Consolidated Financial Statements.

TE CONNECTIVITY PLC

24 unchanged sentences

Shareholders' equity:

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

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

4 unchanged sentences

Total liabilities, redeemable noncontrolling interests, and shareholders' equity

See Notes to Condensed Consolidated Financial Statements.

See accompanying Notes to Condensed Consolidated Financial Statements.

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Quarter Ended March 28, 2025

For the Quarter Ended June 27, 2025

Ordinary Shares

5 unchanged sentences

(in millions)

Balance at December 27, 2024

Balance at March 28, 2025

Other comprehensive income

3 unchanged sentences

Repurchase of ordinary shares

Balance at March 28, 2025

For the Six Months Ended March 28, 2025

Balance at June 27, 2025

For the Nine Months Ended June 27, 2025

Ordinary Shares

13 unchanged sentences

Repurchase of ordinary shares

Balance at March 28, 2025

Balance at June 27, 2025

TE CONNECTIVITY PLC

1 unchanged sentence

(UNAUDITED) (Continued)

For the Quarter Ended March 29, 2024

For the Quarter Ended June 28, 2024

Common Shares

5 unchanged sentences

(in millions)

Balance at December 29, 2023

Balance at March 29, 2024

Other comprehensive loss

3 unchanged sentences

Repurchase of common shares

Cancellation of treasury shares

Balance at March 29, 2024

For the Six Months Ended March 29, 2024

Balance at June 28, 2024

For the Nine Months Ended June 28, 2024

Common Shares

12 unchanged sentences

Cancellation of treasury shares

Balance at March 29, 2024

See Notes to Condensed Consolidated Financial Statements.

Balance at June 28, 2024

See accompanying Notes to Condensed Consolidated Financial Statements.

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

(in millions)

21 unchanged sentences

Cash flows from financing activities:

Net increase (decrease) in commercial paper

Net decrease in commercial paper

Proceeds from issuance of debt

3 unchanged sentences

Payment of ordinary/common share dividends to shareholders

Net cash provided by (used in) financing activities

Net cash used in financing activities

Effect of currency translation on cash

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

Net decrease in cash, cash equivalents, and restricted cash

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

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

See Notes to Condensed Consolidated Financial Statements.

See accompanying Notes to Condensed Consolidated Financial Statements.

TE CONNECTIVITY PLC

16 unchanged sentences

New Segment Structure

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

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.

16 unchanged sentences

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.

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

Six Months Ended

Nine Months Ended

(in millions)

Restructuring charges, net

Loss on divestiture

Gain on divestiture

Costs related to change in place of incorporation

Other charges (credits), net

Other charges, net

Restructuring and other charges, net

2 unchanged sentences

Quarters Ended

Six Months Ended

Nine Months Ended

(in millions)

20 unchanged sentences

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

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.

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.

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 six months ended March 28, 2025 and March 29, 2024, we recorded restructuring charges of $ 3 million and $ 11 million, respectively.

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.

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.

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)

Total Restructuring Reserves

5 unchanged sentences

Restructuring reserves

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.

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 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.

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.

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.

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.

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

2 unchanged sentences

The amount of these potential adjustments could be significant.

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.

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:

4 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) :

4 unchanged sentences

Currency translation

March 28, 2025 (2)

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 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.

(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.

Intangible Assets, Net

Intangible assets consisted of the following:

March 28, 2025

Net intangible assets consisted of the following:

June 27, 2025

September 27, 2024

2 unchanged sentences

Intellectual property

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:

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

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.

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.

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.

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.

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 components of lease cost were as follows:

Quarters Ended

Six Months Ended

Nine Months Ended

(in millions)

3 unchanged sentences

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

Six Months Ended

Nine Months Ended

(in millions)

3 unchanged sentences

(1) These payments are included in cash flows from operating activities, primarily in changes in accrued and other current liabilities.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Commitments and Contingencies

2 unchanged sentences

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 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”).

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

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 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)

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.

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 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.

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

Supply Chain Finance Program

3 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 $ 112 million and $ 105 million at March 28, 2025 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 $ 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 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 $ 2,613 million and $ 2,417 million at March 28, 2025 and September 27, 2024, respectively.

The aggregate notional value of these hedges was $ 4,206 million and $ 2,417 million at June 27, 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 $ 5,886 million and $ 5,367 million at March 28, 2025 and September 27, 2024, respectively.

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.

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

3 unchanged sentences

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

Nine Months Ended

(in millions)

2 unchanged sentences

(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.

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Commodity Hedges

1 unchanged sentence

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 $ 505 million and $ 488 million at March 28, 2025 and September 27, 2024, respectively, and were designated as cash flow hedges.

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 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

Nine Months Ended

(in millions)

Gains recorded in other comprehensive income (loss)

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

Gains 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

Six Months Ended

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Nine Months Ended

(in millions)

6 unchanged sentences

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.

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

pension plans, respectively.

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.

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.

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.

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

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)

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

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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.

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.

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Ordinary Shares Held in Treasury

All treasury shares were cancelled at the beginning of fiscal 2025 in connection with our change in place of incorporation.

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.

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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.

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 March 28, 2025.

No preferred shares and no ordinary class A shares were outstanding at 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.

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Nine Months Ended

Dividends paid per ordinary/common share

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 .

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 principles generally accepted in Ireland (“Irish GAAP”).

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

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.

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:

Six Months Ended

Nine Months Ended

(in millions)

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Repurchase value

At March 28, 2025, we had $ 2.1 billion of availability remaining under our share repurchase authorization.

At June 27, 2025, we had $ 1.8 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:

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Nine Months Ended

(in millions)

Share-based compensation expense

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.

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)

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

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Performance share awards

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.

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.

Share-Based Compensation Assumptions

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Segment and Geographic Data

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

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.

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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:

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(in millions)

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(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:

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(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:

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(in millions)

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(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

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