UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 27, 2025
For the Quarterly Period Ended December 26, 2025
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

001-33260

(Commission File Number)

TE CONNECTIVITY PLC

(Exact name of registrant as specified in its charter)

Ireland
(Jurisdiction of Incorporation)

98-1779916
(I.R.S. Employer Identification No.)

+353 91 378 040

(Registrant’s telephone number)

Parkmore Business Park West, Parkmore, Ballybrit, Galway, H91VN2T, Ireland

(Address and postal code of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Ordinary Shares, Par Value $0.01	TEL	New York Stock Exchange
2.50% Senior Notes due 2028*	TEL/28	New York Stock Exchange
0.00% Senior Notes due 2029*	TEL/29	New York Stock Exchange
3.25% Senior Notes due 2033*	TEL/33	New York Stock Exchange

*Issued by Tyco Electronics Group S.A., an indirect wholly-owned subsidiary of TE Connectivity plc

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of ordinary shares outstanding as of ~~July~~January 1816, ~~2025~~2026 was ~~295~~293,~~481~~434,~~491~~273.

Table of Contents

TE CONNECTIVITY PLC

INDEX TO FORM 10-Q



		Page
Part I.	Financial Information
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Operations for the Quarters ~~and Nine Months~~ Ended ~~June~~December 2726, 2025 and ~~June~~December 2827, 2024 (unaudited)	1
	Condensed Consolidated Statements of Comprehensive Income for the Quarters ~~and Nine Months~~ Ended ~~June~~December 2726, 2025 and ~~June~~December 2827, 2024 (unaudited)	2
	Condensed Consolidated Balance Sheets as of ~~June~~December 2726, 2025 and September 2726, ~~2024~~2025 (unaudited)	3
	Condensed Consolidated Statements of Shareholders’ Equity for the Quarters ~~and Nine Months~~ Ended ~~June~~December 2726, 2025 and ~~June~~December 2827, 2024 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Quarters ~~Months~~ Ended ~~June~~December 2726, 2025 and ~~June~~December 2827, 2024 (unaudited)	65
	Notes to Condensed Consolidated Financial Statements (unaudited)	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2617
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4129
Item 4.	Controls and Procedures	4229

Part II.	Other Information
Item 1.	Legal Proceedings	4331
Item 1A.	Risk Factors	4331
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4431
Item 5.	Other Information	4432
Item 6.	Exhibits	4532
Signatures		4633

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the				~~For the~~
	Quarters Ended				~~Nine Months Ended~~
	~~June~~December 2726,		~~June~~December 2827,		~~June 27,~~		~~June 28,~~
	2025		2024		~~2025~~		~~2024~~
	(in millions, except per share data)
Net sales	$	4,~~534~~669	$	3,~~979~~836	$	~~12,513~~	$	~~11,777~~
Cost of sales		2,~~934~~930		2,~~593~~476		~~8,094~~		~~7,704~~
Gross margin		1,~~600~~739		1,~~386~~360		~~4,419~~		~~4,073~~
Selling, general, and administrative expenses		~~491~~538		~~431~~427		~~1,372~~		~~1,299~~
Research, development, and engineering expenses		~~211~~225		~~189~~188		~~602~~		~~546~~
Acquisition and integration costs		273		5		41		16
Restructuring and other charges, net		1410		650		~~109~~		67
Operating income		~~857~~963		~~755~~690		~~2,295~~		~~2,145~~
Interest income		1725		2023		62		61
Interest expense		(2830)		(186)		~~(48)~~		~~(55)~~
Other expense, net		—		(3)		(2)		(11)
Other income (expense), net		3		(1)
Income from continuing operations before income taxes		~~846~~961		~~754~~706		~~2,307~~		~~2,140~~
Income tax (expense) benefit		(208)		(181)		(1,128)		778
Income tax expense		(210)		(178)
Income from continuing operations		~~638~~751		~~573~~528		~~1,179~~		~~2,918~~
Loss from discontinued operations, net of income taxes		—(1)		—		—		~~(1)~~
Net income	$	~~638~~750	$	~~573~~528	$	~~1,179~~	$	~~2,917~~

Basic earnings per share:
Income from continuing operations	$	2.1655	$	1.8777	$	~~3.96~~	$	~~9.47~~
Net income		2.16		1.87		3.96		9.47
Loss from discontinued operations		—		—

Net income		2.55		1.77
Diluted earnings per share:

Income from continuing operations	$	2.14	$	1.86	$	3.93	$	9.41
Diluted earnings per share:
Net income		2.14		1.86		3.93		9.41
Income from continuing operations	$	2.53	$	1.75

Loss from discontinued operations		—		—
Weighted-average number of shares outstanding:
Net income		2.53		1.75
Basic		296		306		298		308

Diluted		298		308		300		310
Weighted-average number of shares outstanding:
Basic		294		299
Diluted		297		301

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

For the

~~For the~~

Quarters Ended

~~Nine Months Ended~~

~~June~~December 2726,

~~June~~December 2827,

~~June 27,~~

~~June 28,~~

2025

2024

~~2025~~

~~2024~~

(in millions)

Net income

~~638~~750

~~573~~528

~~1,179~~

~~2,917~~

Other comprehensive income (loss):

Currency translation

8993

(45166)

~~(56)~~

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

—(9)

~~(6)~~

~~(12)~~

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

~~(8)~~104

15(56)

Other comprehensive income (loss)

82198

(30231)

~~(41)~~

Comprehensive income

~~720~~948

~~543~~297

~~1,138~~

~~2,963~~

Less: comprehensive (income) loss attributable to noncontrolling interests

(111)

~~(7)~~

~~(1)~~

Comprehensive income attributable to TE Connectivity plc

~~709~~947

~~544~~306

~~1,131~~

~~2,962~~

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	~~June~~December 2726,		September 2726,
	2025		~~2024~~2025
	(in millions, except share
	data)
Assets
Current assets:
Cash and cash equivalents	$	~~672~~1,251	$	1,~~319~~255
Accounts receivable, net of allowance for doubtful accounts of $43 and $32, respectively		3,431		3,055
Accounts receivable, net of allowance for doubtful accounts of $48 and $44, respectively		3,469		3,403
Inventories		2,~~832~~951		2,~~517~~699
Prepaid expenses and other current assets		~~670~~697		~~740~~609
Total current assets		78,~~605~~368		7,~~631~~966
Property, plant, and equipment, net		4,~~213~~395		34,~~903~~312
Goodwill		7,~~251~~162		57,~~801~~126
Intangible assets, net		2,~~286~~177		12,~~174~~227
Deferred income taxes		2,~~624~~429		32,~~497~~507
Other assets		~~887~~1,021		~~848~~943
Total assets	$	2425,~~866~~552	$	2225,~~854~~081
Liabilities, redeemable noncontrolling interests, and shareholders' equity
Current liabilities:
Short-term debt	$	~~851~~852	$	~~871~~852
Accounts payable		2,~~024~~149		12,~~728~~021
Accrued and other current liabilities		2,~~113~~068		2,~~147~~247
Total current liabilities		45,~~988~~069		45,~~746~~120
Long-term debt		4,~~846~~856		34,~~332~~842
Long-term pension and postretirement liabilities		~~817~~766		~~810~~767
Deferred income taxes		~~223~~198		~~199~~198
Income taxes		~~426~~441		~~411~~414
Other liabilities		1,~~042~~086		~~870~~1,010
Total liabilities		12,~~342~~416		1012,~~368~~351
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests		~~143~~149		~~131~~145
Shareholders' equity:
Preferred shares, $1.00 par value, 2 shares authorized, none outstanding as of June 27, 2025		—		—
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 as of June 27, 2025		—		—
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, 301,987,708 shares issued and common shares, CHF 0.57 par value, 316,574,781 shares authorized and issued, respectively		3		139
Ordinary shares, $0.01 par value, 1,500,000,000 shares authorized, 303,796,785 and 302,889,075 shares issued, respectively		3		3
Accumulated earnings		1314,~~337~~543		1413,~~533~~932
Ordinary shares and common shares held in treasury, at cost, 6,147,743 and 16,656,681 shares, respectively		(916)		(2,322)
Ordinary shares held in treasury, at cost, 10,086,721 and 8,330,931 shares, respectively		(1,762)		(1,356)
Accumulated other comprehensive income (loss)		(43)		5
Accumulated other comprehensive income		203		6
Total shareholders' equity		12,~~381~~987		12,~~355~~585
Total liabilities, redeemable noncontrolling interests, and shareholders' equity	$	2425,~~866~~552	$	2225,~~854~~081

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)


	For the Quarter Ended ~~June~~December 2726, 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
Balance at September 26, 2025	303	$	3	(8)	$	(1,356)	$	—	$	13,932	$	6	$	12,585
Net income	—		—	—		—		—		~~638~~750		—		~~638~~750
Other comprehensive income	—		—	—		—		—		—		71197		71197
Share-based compensation expense	—		—	—		—		3650		—		—		3650
Dividends	—		—	—		—		—		(210)		—		(210)
Dividends ($0.71 per ordinary share)	—		—	—		—		—		(208)		—		(208)
Exercise of share options	—		—	—		—		44		—		—		44
Restricted share award vestings and other activity	1		—	—		—		(8094)		9869		—		18(25)
Repurchase of ordinary shares	—		—	(2)		(~~301~~406)		—		—		—		(~~301~~406)
Balance at June 27, 2025	302	$	3	(6)	$	(916)	$	—	$	13,337	$	(43)	$	12,381
Balance at December 26, 2025	304	$	3	(10)	$	(1,762)	$	—	$	14,543	$	203	$	12,987


	For the ~~Nine~~Quarter ~~Months~~ Ended ~~June~~December 27, ~~2025~~2024
				~~Common/~~							Accumulated
	~~Common/~~			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~~528		—		~~1,179~~528
Other comprehensive loss	—		—	—		—		—		—		(48222)		(48222)
Share-based compensation expense	—		—	—		—		~~105~~35		—		—		~~105~~35
Dividends	—		—	—		—		—		(419)		—		(419)
Exercise of share options	1		—	—		—		34		—		—		34
Exercise of share options	1		—	—		—		103		—		—		103
Restricted share award vestings and other activity	1		—	—		—		(69)		58		—		(11)
Restricted share award vestings and other activity	2		—	—		—		(208)		230		—		22
Repurchase of ordinary shares	—		—	(2)		(310)		—		—		—		(310)
Repurchase of ordinary shares	—		—	(6)		(916)		—		—		—		(916)
Balance at December 27, 2024	301	$	3	(2)	$	(310)	$	—	$	12,933	$	(217)	$	12,409
Balance at June 27, 2025	302	$	3	(6)	$	(916)	$	—	$	13,337	$	(43)	$	12,381

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED) (Continued)


	For the Quarter Ended June 28, 2024
											Accumulated
				Common Shares							Other		Total
	Common Shares			Held in Treasury			Contributed		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Shares	Amount		Surplus		Earnings		Income (Loss)		Equity
	(in millions)
Balance at March 29, 2024	316	$	139	(10)	$	(1,295)	$	—	$	13,689	$	(84)	$	12,449
Net income	—		—	—		—		—		573		—		573
Other comprehensive loss	—		—	—		—		—		—		(29)		(29)
Share-based compensation expense	—		—	—		—		31		—		—		31
Dividends	—		—	—		—		—		6		—		6
Exercise of share options	—		—	1		19		—		—		—		19
Restricted share award vestings and other activity	—		—	—		38		(31)		(15)		—		(8)
Repurchase of common shares	—		—	(3)		(409)		—		—		—		(409)
Balance at June 28, 2024	316	$	139	(12)	$	(1,647)	$	—	$	14,253	$	(113)	$	12,632


	For the Nine Months Ended June 28, 2024
											Accumulated
				Common Shares							Other		Total
	Common Shares			Held in Treasury			Contributed		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Shares	Amount		Surplus		Earnings		Income (Loss)		Equity
	(in millions)
Balance at September 29, 2023	322	$	142	(10)	$	(1,380)	$	—	$	12,947	$	(158)	$	11,551
Net income	—		—	—		—		—		2,917		—		2,917
Other comprehensive income	—		—	—		—		—		—		45		45
Share-based compensation expense	—		—	—		—		100		—		—		100
Dividends	—		—	—		—		—		(789)		—		(789)
Exercise of share options	—		—	1		52		—		—		—		52
Restricted share award vestings and other activity	—		—	—		169		(100)		(78)		—		(9)
Repurchase of common shares	—		—	(9)		(1,235)		—		—		—		(1,235)
Cancellation of treasury shares	(6)		(3)	6		747		—		(744)		—		—
Balance at June 28, 2024	316	$	139	(12)	$	(1,647)	$	—	$	14,253	$	(113)	$	12,632

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~~Quarters ~~Months~~ Ended
	~~June~~December 2726,		~~June~~December 2827,
	2025		2024
	(in millions)
Cash flows from operating activities:
Net income	$	~~1,179~~750	$	~~2,917~~528
Loss from discontinued operations, net of income taxes		—1		1—
Income from continuing operations		~~1,179~~751		~~2,918~~528
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		~~594~~259		~~594~~186
Deferred income taxes		~~772~~77		~~(1,190)~~98
Non-cash lease cost		~~106~~39		~~100~~34
Provision for losses on accounts receivable and inventories		6243		7041
Share-based compensation expense		~~105~~50		~~100~~35
Other		604		5312
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net		(~~391~~79)		82146
Inventories		(~~299~~301)		(~~127~~118)
Prepaid expenses and other current assets		3120		1268
Accounts payable		~~298~~139		99150
Accrued and other current liabilities		(76217)		(~~324~~295)
Income taxes		~~172~~45		2830
Other		~~105~~35		20(37)
Net cash provided by operating activities		~~2,718~~865		~~2,435~~878
Cash flows from investing activities:
Capital expenditures		(~~665~~258)		(~~467~~205)
Proceeds from sale of property, plant, and equipment		71		121
Acquisition of businesses, net of cash acquired		~~(2,628)~~—		(~~339~~325)
Proceeds from divestiture of business, net of cash retained by business sold		—		59
Other		3		(8)
Other		(12)		(9)
Net cash used in investing activities		(254)		(537)
Net cash used in investing activities		(3,298)		(744)
Cash flows from financing activities:
Net decrease in commercial paper		(255)		(21)
Net increase in commercial paper		—		90
Proceeds from issuance of debt		2,231		—
Proceeds from exercise of share options		44		34
Repayment of debt		(580)		(2)
Repurchase of ordinary shares		(405)		(303)
Proceeds from exercise of share options		101		52
Payment of ordinary share dividends to shareholders		(209)		(189)
Repurchase of ordinary/common shares		(910)		(1,301)
Other		(46)		(27)
Payment of ordinary/common share dividends to shareholders		(594)		(564)
Net cash used in financing activities		(616)		(395)
Other		(56)		(39)
Effect of currency translation on cash		1		(11)
Net cash used in financing activities		(63)		(1,875)
Net decrease in cash, cash equivalents, and restricted cash		(4)		(65)
Effect of currency translation on cash		(4)		(8)
Cash, cash equivalents, and restricted cash at beginning of period		1,255		1,319
Net decrease in cash, cash equivalents, and restricted cash		(647)		(192)
Cash, cash equivalents, and restricted cash at end of period	$	1,251	$	1,254
Cash, cash equivalents, and restricted cash at beginning of period		1,319		1,661
Cash, cash equivalents, and restricted cash at end of period	$	672	$	1,469

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 ~~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. (“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 2726, ~~2024~~2025.

Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal ~~2025~~2026 and fiscal ~~2024~~2025 are to our fiscal years ending September 2625, ~~2025~~2026 and ended September 2726, ~~2024~~2025, respectively.

~~Change in Place of Incorporation~~

The merger between TE Connectivity Ltd., our former parent entity, and TE Connectivity plc, its wholly-owned subsidiary, was completed on September 30, 2024. TE Connectivity plc, a public limited company incorporated under Irish law, was the surviving entity and, as a result, our jurisdiction of incorporation changed from Switzerland to Ireland. Shareholders received one ordinary share of TE Connectivity plc for each common share of TE Connectivity Ltd. held immediately prior to the merger and change in place of incorporation. Effective for fiscal 2025, we are organized under the laws of Ireland. We do not anticipate any material changes in our operations or financial results as a result of the merger and change in place of incorporation.

New Segment Structure

Effective for fiscal 2025, we reorganized our management and segments to align the organization around our current strategy. Our businesses in the former Communications Solutions segment have been moved into the Industrial Solutions segment. Also, the appliances and industrial equipment businesses have been combined to form the automation and connected living business. In addition, we realigned certain product lines and businesses from the Industrial Solutions and former Communications Solutions segments to the Transportation Solutions segment. The following represents the new segment structure:

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

● Industrial Solutions—This segment contains our aerospace, defense, and marine; medical; energy; digital data networks (historically referred to as data and devices); and automation and connected living businesses.

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)

Recently Issued Accounting Pronouncement

In March 2024, the U.S. Securities and Exchange Commission (“SEC”) issued its final climate disclosure rules, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which require all registrants to provide certain climate-related information in their registration statements and annual reports. The rules require disclosure of, among other things, material climate-related risks, activities to mitigate or adapt to such risks, governance and oversight of such risks, material climate targets and goals, and Scope 1 and/or Scope 2 greenhouse gas emissions, on a phased-in basis, when those emissions are material. In addition, the final rules require certain disclosures in the notes to the financial statements, including the effects of severe weather events and other natural conditions. The rules are effective for us on a phased-in timeline starting in fiscal 2026; however, in April 2024, the SEC issued an order to voluntarily stay its final climate rules pending the completion of judicial review thereof by the U.S. Court of Appeals for the Eighth Circuit. Also, the SEC has informed the Eighth Circuit that although the SEC has ended its defense of the climate disclosure rules, it would like the Court to rule on the merits of the pending challenges to the adopted climate disclosure rules. We continue to monitor developments pertaining to the rules and any potential impacts on our Consolidated Financial Statements.

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~~December 2726,		~~June~~December 2827,		~~June 27,~~		~~June 28,~~
	2025		2024		~~2025~~		~~2024~~
	(in millions)
Restructuring charges, net	$	10	$	1643	$	97	$	57
Gain on divestiture		(1)		(21)		(1)		(10)
Costs related to change in place of incorporation		—		10
Costs related to change in place of incorporation		—		3		11		11
Other credits, net		—		(3)
Other charges, net		5		8		2		9
Restructuring and other charges, net	$	10	$	50
Restructuring and other charges, net	$	14	$	6	$	109	$	67

Restructuring Charges, Net

Net restructuring charges by segment were as follows:


	For the				~~For the~~
	Quarters Ended				~~Nine Months Ended~~
	~~June~~December 2726,		~~June~~December 2827,		~~June 27,~~		~~June 28,~~
	2025		2024		~~2025~~		~~2024~~
	(in millions)
Transportation Solutions	$	74	$	926	$	66	$	26
Industrial Solutions		36		717		31		31
Restructuring charges, net	$	10	$	1643	$	97	$	57

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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										~~Currency~~Balance at		~~Balance at~~
	September 2726,				Changes in		Cash		Non-Cash		~~Translation~~December 26,		~~June 27,~~
	~~2024~~2025		Charges		Estimate		Payments		Items		~~and Other~~2025		~~2025~~
	(in millions)
Fiscal 2025 Actions:
Fiscal 2026 Actions:
Employee severance	$	—	$	773	$	—	$	~~(15)~~—	$	—	$	53	$	67
Property, plant, and equipment		—		31		—		—		(31)		—		—
Total		—		804		—		~~(15)~~—		(31)		53		67
Fiscal 2024 Actions:
Fiscal 2025 Actions:
Employee severance		7275		2—		(23)		(3510)		—		162		38
Property, plant, and equipment		—		1		2		—		(3)		—		—
Total		75		—		(3)		(10)		—		62
Total		72		3		—		(35)		(3)		1		38
Pre-Fiscal 2025 Actions:
Pre-Fiscal 2024 Actions:
Employee severance		98		7		2		(16)		—		91
Employee severance		186		11		(6)		(85)		—		(3)		103
Facility and other exit costs		4		—		—		(2)		—		2
Facility and other exit costs		15		8		—		(14)		—		—		9
Total		102		7		2		(18)		—		93
Property, plant, and equipment		—		1		—		—		(1)		—		—
Total Activity	$	177	$	11	$	(1)	$	(28)	$	(1)	$	158
Total		201		20		(6)		(99)		(1)		(3)		112
Total Activity	$	273	$	103	$	(6)	$	(149)	$	(7)	$	3	$	217

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 quarter ended December 26, 2025, we recorded restructuring charges of $4 million in connection with this program. We expect to complete all restructuring actions commenced during the quarter ended December 26, 2025 by the end of fiscal 2028 and to incur additional charges of approximately $6 million related primarily to facility exit costs in the Industrial Solutions segment.

Fiscal 2025 Actions

During fiscal 2025, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments. ~~During~~In ~~the~~connection ~~nine~~with ~~months~~this program, during the quarters ended ~~June~~December 2726, 2025 and December 27, 2024, we recorded restructuring ~~charges~~credits of $803 million inand ~~connection~~charges ~~with~~of ~~this~~$30 ~~program~~million, respectively. We expect to complete all restructuring actions commenced during ~~the~~fiscal ~~nine months ended June 27,~~ 2025 by the end of fiscal 2032 and to incur additional charges of approximately $1512 million related primarily to facility exit costs in the Industrial Solutions segment.

Pre-Fiscal ~~2024~~2025 Actions

During ~~fiscal 2024, we initiated a restructuring program to optimize our manufacturing footprint and improve~~ the ~~cost~~quarters ~~structure of the organization. In connection with this program, during the nine months~~ ended ~~June~~December 2726, 2025 and ~~June~~December 2827, 2024, we recorded net restructuring charges of $39 million and $2413 million, respectively., Werelated ~~expect~~ to ~~complete all restructuring actions commenced during~~ pre-fiscal ~~2024 by the end of fiscal~~ 2025 ~~and~~actions. ~~anticipate~~We expect that any additional charges related to restructuring actions commenced ~~during~~prior to fiscal ~~2024~~2025 will be insignificant.

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.

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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~~December 2726,		September 2726,
	2025		~~2024~~2025
	(in millions)
Accrued and other current liabilities	$	~~185~~124	$	~~233~~163
Other liabilities		3234		4014
Restructuring reserves	$	~~217~~158	$	~~273~~177

~~Divestiture~~7

During the nine months ended June 28, 2024, we sold one business for net cash proceeds of $59 million. In connection with the divestiture, we recorded a pre-tax gain on sale of $10 million in the nine months ended June 28, 2024. The business sold was reported in our Transportation Solutions segment.

Change in Place of Incorporation

During both the nine months ended June 27, 2025 and June 28, 2024, we incurred costs of $11 million related to our change in place of incorporation from Switzerland to Ireland. See Note 1 for additional information regarding the change.

3. 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 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.

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

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	$	41
Accounts receivable		47
Inventories		167
Other current assets		6
Property, plant, and equipment		62
Goodwill		1,142
Intangible assets		1,120
Other noncurrent assets		4
Total assets acquired		2,589
Accounts payable		18
Other current liabilities		15
Deferred income taxes		204
Other noncurrent liabilities		4
Total liabilities assumed		241
Net assets acquired		2,348
Cash and cash equivalents acquired		(41)
Net cash paid	$	2,307

3. Acquisitions

During the quarter ended December 27, 2024, we acquired two businesses for a combined cash purchase price of $325 million, net of cash acquired. The acquired businesses have been reported as part of our Industrial Solutions segment from the date of acquisition.

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
			Amortization
		Amount	Period
	(in millions)		(in years)
Customer relationships	$	1,000	20
Developed technology		90	16
Trade names and trademarks		30	10
Total	$	1,120	19

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.

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)

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				Pro Forma for the
	Quarters Ended				Nine Months Ended
	June 27,		June 28,		June 27,		June 28,
	2025		2024		2025		2024
	(in millions, except per share data)
Net sales	$	4,534	$	4,077	$	12,695	$	12,030
Net income		650		575		1,182		2,887
Diluted earnings per share	$	2.18	$	1.87	$	3.94	$	9.31

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.

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)

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. Our valuation of identifiable intangible assets, assets acquired, and liabilities assumed is currently in process; therefore, the current allocation is subject to adjustment upon finalization of the valuations. The amount of these potential adjustments could be significant.

During the quarter ended December 29, 2023, we acquired approximately 98.7% of the outstanding shares of Schaffner Holding AG (“Schaffner”), a leader in electromagnetic solutions based in Switzerland, for CHF 505.00 per share in cash for a purchase price of CHF 294 million (equivalent to $339 million), net of cash acquired. The acquired business has been reported as part of our Industrial Solutions segment from the date of acquisition. During the quarter ended June 28, 2024, we completed a squeeze-out of the remaining minority shareholders for $5 million and the Schaffner shares were delisted from the SIX Swiss Exchange.

4. Inventories

Inventories consisted of the following:


	~~June~~December 2726,		September 2726,
	2025		~~2024~~2025
	(in millions)
Raw materials	$	~~441~~469	$	~~328~~420
Work in progress		1,~~167~~181		1,~~063~~078
Finished goods		1,~~224~~301		1,~~126~~201
Inventories	$	2,~~832~~951	$	2,~~517~~699

5. Goodwill

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


	Transportation		Industrial
	Solutions		Solutions		Total
	(in millions)
September 27, 2024(2)	$	1,584	$	4,217	$	5,801
September 26, 2025(1)	$	1,609	$	5,517	$	7,126
Acquisitions and purchase accounting adjustments		—		1,345		1,345
Purchase price adjustments		—		7		7
Currency translation		276		7823		~~105~~29
June 27, 2025(2)	$	1,611	$	5,640	$	7,251
December 26, 2025(1)	$	1,615	$	5,547	$	7,162

(1) InAt ~~connection~~December ~~with~~26, ~~the~~2025 ~~reorganization~~and ofSeptember ~~our~~26, ~~segments~~2025, ~~goodwill~~accumulated ~~was~~impairment ~~reallocated~~losses tofor ~~reporting~~the ~~units~~Transportation ~~using~~Solutions aand ~~relative~~Industrial ~~fair~~Solutions ~~value~~segments ~~approach.~~were ~~See~~$3,091 ~~Note~~million and $1,158 ~~for~~million, ~~additional information regarding our new segment structure~~respectively.

(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.

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)

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.

6. Intangible Assets, Net

Net intangible assets consisted of the following:

~~June~~December 2726, 2025

September 2726, ~~2024~~2025

Gross

Net

Gross

Net

Carrying

Accumulated

Carrying

Accumulated

Carrying

Amount

Amortization

Amount

Amortization

Amount

(in millions)

Customer relationships

3,~~036~~046

(1,~~077~~168)

1,~~959~~878

13,~~901~~033

(~~948~~1,118)

~~953~~1,915

Intellectual property

~~790~~725

(~~478~~441)

~~312~~284

~~686~~727

(~~481~~430)

~~205~~297

Other

(8)

(78)

1615

Total

3,~~849~~794

(1,~~563~~617)

2,~~286~~177

23,~~610~~783

(1,~~436~~556)

12,~~174~~227

~~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 $5257 million and $4139 million for the quarters ended ~~June~~December 2726, 2025 and ~~June~~December ~~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:~~8


	(in millions)
Remainder of fiscal 2025	$	58
Fiscal 2026		228
Fiscal 2027		209
Fiscal 2028		172
Fiscal 2029		165
Fiscal 2030		157
Thereafter		1,297
Total	$	2,286

7. Debt

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.

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

~~During~~At ~~the nine months ended June 27~~December 26, 2025, ~~TEGSA~~the ~~issued €750 million~~ aggregate ~~principal~~amortization ~~amount~~expense ofon ~~3.25%~~intangible ~~senior~~assets ~~notes~~is ~~due~~expected into ~~January~~be ~~2033.~~as follows:

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.


		(in millions)
Remainder of fiscal 2026		$	171
Fiscal 2027			210
Fiscal 2028			173
Fiscal 2029			167
Fiscal 2030			157
Fiscal 2031			157
Thereafter			1,142
Total		$	2,177

~~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~~7.~~95%.~~ ~~TEGSA had no commercial paper outstanding at June 27, 2025.~~Debt

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

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

The fair value of our debt, based on indicative valuations, was approximately $5,~~679~~738 million and $45,~~190~~725 million at ~~June 27~~December 26, 2025 and September 27 26, ~~2024~~2025, respectively.

8. Leases

The components of lease cost were as follows:


	For the				~~For the~~
	Quarters Ended				~~Nine Months Ended~~
	~~June~~December 2726,		~~June~~December 2827,		~~June 27,~~		~~June 28,~~
	2025		2024		~~2025~~		~~2024~~
	(in millions)
Operating lease cost	$	3739	$	3334	$	~~106~~	$	~~100~~
Variable lease cost		1412		1315		43		38
Total lease cost	$	51	$	4649	$	~~149~~	$	~~138~~

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


	For the
	~~Nine~~Quarters ~~Months~~ Ended
	~~June~~December 2726,		~~June~~December 2827,
	2025		2024
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases(1)	$	~~108~~40	$	~~105~~35

Right-of-use assets, including modifications of existing leases, obtained in exchange for operating lease liabilities		~~125~~54		~~144~~30

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

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TE CONNECTIVITY PLC

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 part of our ongoing internal compliance activities, we have been investigating compliance with relevant country of origin for import matters and recently made a voluntary disclosure to the U.S. Customs and Border Protection Agency regarding potential Section 301 unpaid duties, fees, and interest for certain imported products into the U.S. We are unable to predict the timing and final outcome of investigation into this matter. An unfavorable outcome may include unpaid duties, fees, interest, and penalties imposed in response to our disclosures. Based on currently available information, we have reserved an aggregate of $27 million related to this exposure. The investigation into this matter has yet to be completed and the final outcome of such investigation and related duties, fees, interest, and potential penalties may differ from amounts currently reserved.

Environmental Matters

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~~December 2726, 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 $2123 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~~December 2726, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $~~217~~245 million.

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 accounts payable on our Condensed Consolidated Balance Sheets, were $95 million and $105 million at June 27, 2025 and September 27, 2024, respectively.

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

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

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 $4,~~206~~620 million and $24,~~417~~ 212 million at ~~June~~December 2726, 2025 and September 2726, ~~2024~~2025, respectively.

We also use a cross-currency swap program to hedge our net investment in certain foreign operations. The aggregate notional value of the contracts under this program was $5,~~665~~686 million and $5,~~367~~671 million at ~~June~~December 2726, 2025 and September 2726, ~~2024~~2025, respectively. Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 21.09% per annum and pay no interest. Upon the maturity of these contracts at various dates through fiscal ~~2029~~2030, 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~~December 2726,		September 2726,
	2025		~~2024~~2025
	(in millions)
Prepaid expenses and other current assets	$	1619	$	3111
Other assets		962		1123
Accrued and other current liabilities		~~108~~106		5197
Other liabilities		~~251~~188		99193

The impacts of our hedge of net investment programs were as follows:


		For the			~~For the~~
		Quarters Ended			~~Nine Months Ended~~
	~~June~~December 2726,		~~June~~December 2827,		~~June 27,~~		~~June 28,~~
	2025		2024		~~2025~~		~~2024~~
	(in millions)
Foreign currency exchange gains (losses) on intercompany loans and external borrowings(1)	$	(~~228~~27)	$	29142	$	~~(189)~~	$	7
Gains (losses) on cross-currency swap contracts designated as hedges of net investment(1)		(336)		48		(158)		10
Gains on cross-currency swap contracts designated as hedges of net investment(1)		28		342

(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.

1711

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TE CONNECTIVITY PLC

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 $~~527~~611 million and $~~488~~569 million at ~~June~~December 2726, 2025 and September 2726, ~~2024~~2025, respectively, and were designated as cash flow hedges. These commodity swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:


	~~June~~December 2726,		September 2726,
	2025		~~2024~~2025
	(in millions)
Prepaid expenses and other current assets	$	74168	$	5273
Other assets		719		47
Accrued and other current liabilities		2		1
Other liabilities		2		—

The impacts of our commodity swap contracts were as follows:


	For the				~~For the~~
	Quarters Ended				~~Nine Months Ended~~
	~~June~~December 2726,		~~June~~December 2827,		~~June 27,~~		~~June 28,~~
	2025		2024		~~2025~~		~~2024~~
	(in millions)
Gains recorded in other comprehensive income (loss)	$	7	$	23	$	59	$	62
Gains (losses) recorded in other comprehensive income (loss)	$	144	$	(46)
Gains reclassified from accumulated other comprehensive income (loss) into cost of sales		1629		814		38		4

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 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~~December 2726,		~~June~~December 2827,		~~June~~December 2726,		~~June~~December 2827,
	2025		2024		2025		2024
	(in millions)
Operating expense:
Service cost	$	78	$	68	$	1	$	2
Other (income) expense:
Interest cost		1617		16		9		108
Expected returns on plan assets		(1415)		(1215)		(1112)		(1011)
Amortization of net actuarial loss		21		12		1		1
Amortization of prior service credit		(1)		(1)		—		—
Net periodic pension benefit cost	$	10	$	10	$	—(1)	$	3—

18During the quarter ended December 26, 2025, we contributed $11 million and $4 million to our non-U.S. and U.S. pension plans, respectively.

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TE CONNECTIVITY PLC

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 27,		June 28,		June 27,		June 28,
	2025		2024		2025		2024
	(in millions)
Operating expense:
Service cost	$	23	$	20	$	5	$	6
Other (income) expense:
Interest cost		47		46		25		29
Expected returns on plan assets		(44)		(37)		(33)		(29)
Amortization of net actuarial loss		6		3		3		3
Amortization of prior service credit		(3)		(3)		—		—
Net periodic pension benefit cost	$	29	$	29	$	—	$	9

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

12. Income Taxes

We recorded income tax expense of $~~208~~210 million and $~~181~~178 million for the quarters ended ~~June~~December 2726, 2025 and ~~June~~December ~~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~~quarter ~~nine months~~ ended ~~June~~December 27, 2025 included $574 million of income tax expense related to a net increase in the valuation allowance for certain deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024. See “Global Minimum Tax” below for additional information regarding the impact of guidance issued by the Organisation for Economic Co-operation and Development (“OECD”) in January 2025 on the ten-year tax credit obtained by a Swiss subsidiary. In addition, the income tax expense for nine months ended June 27, 2025 included $13 million of income tax expense related to the revaluation of deferred tax assets as a result of a decrease in the corporate tax rate in a non-U.S. jurisdiction. The income tax benefit for the nine months ended June 28, 2024 included an $874 million net income tax benefit associated with the same ten-year tax credit obtained by a Swiss subsidiary mentioned above and a $262 million income tax benefit related to the revaluation of deferred tax assets as a result of a corporate tax rate increase in Switzerland. In addition, the income tax benefit for the nine months ended June 28, 2024 included a $118 million income tax benefit associated with the tax impacts of a legal entity restructuring with related costs of $4 million recorded in selling, general, and administrative expenses for other non-income taxes.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA includes significant changes to U.S. tax law, including modifications to international tax provisions, making bonus depreciation permanent, enabling domestic research cost expensing, and adjusting the business interest expense limitation. We are in the process of evaluating the impact of the OBBBA on our Consolidated Financial Statements.

Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that, as of June 27, 2025, approximately $30 million of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months.

We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Consolidated Balance Sheet as of June 27, 2025.

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)

Global Minimum Tax

The OECD and participating countries continue to enact the 15% global minimum tax. The global minimum tax is a significant structural change to the international taxation framework and more than 50 countries have thus far enacted some or all of the elements of the global minimum tax. Ireland has implemented elements of the OECD’s global minimum tax rules which were effective for us beginning in fiscal 2025.

In January 2025, the OECD released new guidance for the global minimum tax rules which impacted the realizability of certain deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024. The January 2025 OECD guidance was enacted into law in Switzerland and as a result, as discussed above, during the nine months ended June 27, 2025, we recorded income tax expense of $574 million related to a net increase in the valuation allowance for deferred tax assets representing the amount of the Swiss subsidiary’s tax credits not expected to be realized.

We anticipate further legislative activity and administrative guidance throughout fiscal 2025. We continue to monitor evolving tax legislation in the jurisdictions within which we operate.

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~~December 2726,	~~June~~December 2827,	~~June 27,~~	~~June 28,~~
	2025	2024	~~2025~~	~~2024~~
	(in millions)
Basic	~~296~~294	~~306~~299	~~298~~	~~308~~
Dilutive impact of share-based compensation arrangements	23	2	2	2
Diluted	~~298~~297	~~308~~301	~~300~~	~~310~~

The following share options were not included in the computation of diluted earnings per share because the instruments’ underlying exercise prices were greater than the average market prices of our ordinary~~/common~~ shares and inclusion would be antidilutive:


	For the		~~For the~~
	Quarters Ended		~~Nine Months Ended~~
	~~June~~December 2726,	~~June~~December 2827,	~~June 27,~~	~~June 28,~~
	2025	2024	~~2025~~	~~2024~~
	(in millions)
Antidilutive share options	1—	1	1	1

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)

14. Shareholders’ Equity

Ordinary Shares

Effective for fiscal 2025, we are organized under the laws of Ireland. The rights of holders of our shares are governed by Irish law and our Irish articles of association. The par value of our ordinary shares is stated in U.S. dollars.

As discussed in Note 1, pursuant to the terms of a merger agreement between TE Connectivity Ltd. and TE Connectivity plc, shareholders received one ordinary share in the share capital of TE Connectivity plc for each common share of TE Connectivity Ltd. held immediately prior to the merger and change in place of incorporation.

Our articles of association authorize our board of directors to allot and issue shares up to the maximum of our authorized but unissued share capital for a period of five years from September 30, 2024. This authorization will need to be renewed by ordinary resolution upon its expiration and at periodic intervals thereafter.

The authorized but unissued share capital may be increased or reduced by way of an ordinary resolution of shareholders. The shares comprising the authorized share capital may be divided into shares of such par value as the resolution shall prescribe.

Ordinary Shares Held in Treasury

All treasury shares held as of September 27, 2024 were cancelled at the beginning of fiscal 2025 in connection with our change in place of incorporation. See Note 1 for additional information regarding our change in place of incorporation.

Authorized Share Capital

In connection with our merger and change in place of incorporation, we converted 25,000 ordinary shares to ordinary class A shares and issued certain preferred shares to facilitate the merger. The ordinary class A shares and preferred shares were re-acquired and cancelled following the merger. No preferred shares and no ordinary class A shares were outstanding at June 27, 2025.

Our authorized share capital consisted of 1,500,000,000 ordinary shares with a par value of $0.01 per share, two preferred shares with a par value of $1.00 per share, and 25,000 ordinary class A shares with a par value of €1.00 per share as of June 27, 2025. The authorized share capital includes 25,000 ordinary class A shares with a par value of €1.00 per share in order to satisfy statutory requirements for the incorporation of all Irish public limited companies.

Contributed Surplus

As a result of cumulative equity transactions, including dividend activity and treasury share cancellations, our contributed surplus balance was reduced to zero with residual activity recorded against accumulated earnings as reflected on the Condensed Consolidated Statement of Shareholders’ Equity. To the extent that the contributed surplus balance continues to be zero, the impact of future transactions that normally would have been recorded as a reduction of contributed surplus will be recorded in accumulated earnings.

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)

Dividends

We paid cash dividends to shareholders as follows:


	For the				~~For the~~
	Quarters Ended				~~Nine Months Ended~~
	~~June~~December 2726,		~~June~~December 2827,		~~June 27,~~		~~June 28,~~
	2025		2024		~~2025~~		~~2024~~
Dividends paid per ordinary/common share	$	0.71	$	0.65	$	2.01	$	1.83
Dividends paid per ordinary share	$	0.71	$	0.65

In ~~June~~December 2025, our ~~board~~Board of ~~directors~~Directors declared a regular quarterly cash dividend of $0.71 per ordinary share, payable on ~~September~~March 1213, ~~2025~~2026, to shareholders of record on ~~August~~February 2220, ~~2025~~2026. As a result of our change in place of incorporation, dividends on our ordinary shares, if any, are now declared on a quarterly basis by our board of directors, as provided by Irish law. Shareholder approval is no longer required. As an Irish company, dividends will be made from accumulated earnings as defined under accounting practices generally accepted in Ireland (“Irish GAAP”).

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

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:


	For the
	~~Nine~~Quarters ~~Months~~ Ended
	~~June~~December 2726,		~~June~~December 2827,
	2025		2024
	(in millions)
Number of ordinary/common shares repurchased		6		9
Number of ordinary shares repurchased		2		2
Repurchase value	$	~~916~~406	$	~~1,235~~310

At ~~June~~December 2726, 2025, we had $~~1.8~~983 ~~billion~~million of availability remaining under our share repurchase authorization.

15. Share Plans

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

For the

~~For the~~

Quarters Ended

~~Nine Months Ended~~

~~June~~December 2726,

~~June~~December 2827,

~~June 27,~~

~~June 28,~~

2025

2024

~~2025~~

~~2024~~

(in millions)

Share-based compensation expense

3650

3135

~~105~~

~~100~~

As of ~~June~~December 2726, 2025, there was $~~172~~225 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 1.78 years.

22During the quarter ended December 26, 2025, we granted the following share-based awards as part of our annual incentive plan grant:

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				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

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Continued)

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


		Grant-Date
	Shares	Fair Value
	(in millions)
Share options	0.7	$	46.45
Restricted share awards	0.4		153.25
Performance share awards	0.1		153.25

As of ~~June~~December 2726, 2025, we had 1817 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 were as follows:


Expected share price volatility		3127	%
Risk-free interest rate		43.59	%
Expected annual dividend per share	$	2.6084
Expected life of options (in years)		5.35

~~16. Segment and Geographic Data~~14

Effective for fiscal 2025, we reorganized our management and segments to align the organization around our current strategy. See Note 1 for additional information regarding our new segment structure. The following segment information reflects the new segment reporting structure. Prior period segment results have been recast to conform to the new segment structure.

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

~~Net~~16. ~~sales~~Segment ~~by segment(1)~~ and ~~industry~~Geographic ~~end market(2) were as follows:~~ Data

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

For the

~~For the~~

Quarters Ended

~~Nine Months Ended~~

~~June~~December 2726,

~~June~~December 2827,

~~June 27,~~

~~June 28,~~

2025

2024

~~2025~~

~~2024~~

(in millions)

Transportation Solutions:

Automotive

1,~~805~~885

1,~~748~~722

~~5,262~~

~~5,316~~

Commercial transportation

~~377~~370

~~363~~312

~~1,046~~

~~1,103~~

Sensors

~~236~~212

~~240~~209

~~667~~

~~732~~

Total Transportation Solutions

2,~~418~~467

2,~~351~~243

~~6,975~~

~~7,151~~

Industrial Solutions:

Automation and connected living

571

519

1,562

1,483

Digital data networks

707

413

Aerospace, defense, and marine

374

345

1,082

977

Automation and connected living

549

479

Digital data networks

606

329

1,501

881

Aerospace, defense, and marine

381

334

Energy

~~384~~406

~~226~~216

~~879~~

~~665~~

Medical

~~181~~159

~~209~~151

~~514~~

~~620~~

Total Industrial Solutions

2,~~116~~202

1,~~628~~593

~~5,538~~

~~4,626~~

Total

4,~~534~~669

3,~~979~~836

~~12,513~~

~~11,777~~

(1)

Intersegment sales were not material.

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

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

For the

~~For the~~

Quarters Ended

~~Nine Months Ended~~

~~June~~December 2726,

~~June~~December 2827,

~~June 27,~~

~~June 28,~~

2025

2024

~~2025~~

~~2024~~

(in millions)

Europe/Middle East/Africa (“EMEA”):

Asia–Pacific:

Transportation Solutions

~~886~~1,245

~~882~~1,097

~~2,425~~

~~2,725~~

Industrial Solutions

~~659~~761

~~584~~506

~~1,762~~

~~1,704~~

Total EMEA

1,545

1,466

4,187

4,429

Total Asia–Pacific

2,006

1,603

Asia–Pacific:

Europe/Middle East/Africa (“EMEA”):

Transportation Solutions

~~1,016~~795

~~901~~720

~~3,110~~

~~2,803~~

Industrial Solutions

~~644~~645

~~432~~509

~~1,695~~

~~1,166~~

Total Asia–Pacific

1,660

1,333

4,805

3,969

Total EMEA

1,440

1,229

Americas:

Transportation Solutions

~~516~~427

~~568~~426

~~1,440~~

~~1,623~~

Industrial Solutions

~~813~~796

~~612~~578

~~2,081~~

~~1,756~~

Total Americas

1,~~329~~223

1,~~180~~004

~~3,521~~

~~3,379~~

Total

4,~~534~~669

3,~~979~~836

~~12,513~~

~~11,777~~

(1)

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

2415

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TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

~~Operating~~The ~~income~~following bytable ~~segment~~presents ~~was~~operating asresults ~~follows~~and other data by reportable segment:


	For the Quarter Ended December 26, 2025				~~For the~~
	~~Quarters Ended~~Transportation		Industrial		~~Nine Months Ended~~
	~~June 27,~~Solutions		~~June 28,~~Solutions		~~June 27,~~Total		~~June 28,~~
	~~2025~~(in millions)		~~2024~~		~~2025~~		~~2024~~
	(in millions)
Net sales	$	2,467	$	2,202	$	4,669
Transportation Solutions	$	462	$	506	$	1,353	$	1,470
Less:
Industrial Solutions		395		249		942		675
Cost of sales		1,576		1,354		2,930
Total	$	857	$	755	$	2,295	$	2,145
Selling, general, and administrative expenses		269		269		538
Research, development, and engineering expenses		117		108		225
Other segment items(1)		4		9		13
Operating income	$	501	$	462	$	963

Depreciation	$	125	$	77	$	202
Amortization		18		39		57
Capital expenditures		104		154		258


	For the Quarter Ended December 27, 2024
	Transportation		Industrial
	Solutions		Solutions		Total

	(in millions)
Net sales	$	2,243	$	1,593	$	3,836
Less:
Cost of sales		1,445		1,031		2,476
Selling, general, and administrative expenses		216		211		427
Research, development, and engineering expenses		104		84		188
Other segment items⁽¹⁾		32		23		55
Operating income	$	446	$	244	$	690

Depreciation	$	95	$	52	$	147
Amortization		17		22		39
Capital expenditures		128		77		205

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

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


	~~Segment~~December ~~Assets~~26,		September 26,
	~~June 27,~~2025		~~September 27,~~2025
	2025		2024
	(in millions)
Transportation Solutions	$	6,~~113~~171	$	5,~~758~~975
Industrial Solutions		4,~~363~~644		34,~~717~~439
Total segment assets(1)		10,~~476~~815		910,~~475~~414
Other current assets		1,~~342~~948		21,~~059~~864
Other non-current assets		13,048		11,320
Other noncurrent assets		12,789		12,803
Total assets	$	2425,~~866~~552	$	2225,~~854~~081

(1)

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

2516

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including but not limited to those under the heading “Forward-Looking Information” and “Part II. Item 1A. Risk Factors.”

Our Condensed Consolidated Financial Statements have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”).

The following discussion includes organic net sales growth (decline) which is a non-GAAP financial measure. See “Non-GAAP Financial Measure” for additional information regarding this measure.

Overview

TE Connectivity plc (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) is a global industrial technology leader creating a safer, sustainable, productive, and connected future. ~~Our~~As a trusted innovation partner, our broad range of connectivity and sensor solutions enable the distribution of power, signal, and data to advance next-generation transportation, energy networks, automated factories, data centers, ~~medical~~enabling ~~technology~~artificial intelligence, and more.

Change in Place of Incorporation

At the beginning of fiscal 2025, our jurisdiction of incorporation changed from Switzerland to Ireland. We do not anticipate any material changes in our operations or financial results as a result of the change in place of incorporation. See additional information in Note 1 to the Condensed Consolidated Financial Statements.

New Segment Structure

Effective for fiscal 2025, we reorganized our management and segments to align the organization around our current strategy. We now operate through two reportable segments: Transportation Solutions and Industrial Solutions. Prior period segment results have been recast to conform to the new segment structure. See additional information in Note 1 to the Condensed Consolidated Financial Statements.

Summary of Performance

● Our net sales increased 1321.97% in the ~~third~~first quarter of fiscal ~~2025~~2026 due to sales growth in the Industrial Solutions ~~segment~~ and, ~~to a lesser degree, the~~ Transportation Solutions ~~segment~~segments. In the first nine months of fiscal 2025, our net sales increased 6.2% due to sales growth in the Industrial Solutions segment, partially offset by sales declines in the Transportation Solutions segment. Richards Manufacturing Co. (“Richards Manufacturing”), which was acquired in ~~April~~the third quarter of fiscal 2025, contributed net sales of $73107 million. On an organic basis, our net sales increased 915.10% ~~and 4.8%~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025,~~2026 ~~respectively,~~ as compared to the same ~~periods~~period of fiscal ~~2024~~2025.

●

Our net sales by segment were as follows:

● Transportation Solutions—Our net sales increased 210.80% in the ~~third~~first quarter of fiscal ~~2025~~2026 due primarily to sales increases in the automotive end market and, to a lesser degree, the commercial transportation end market. ~~In the first nine months of fiscal 2025, our net sales declined 2.5% as a result of sales declines in all end markets.~~

26● Industrial Solutions—Our net sales increased 38.2% in the first quarter of fiscal 2026 primarily as a result of sales growth in the digital data networks and energy end markets.

●

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

●

Net cash provided by operating activities was $865 million in the first quarter of fiscal 2026.

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● Industrial Solutions—Our net sales increased 30.0% and 19.7% in the third quarter and first nine months of fiscal 2025, respectively, as a result of sales growth in the digital data networks; energy; aerospace, defense, and marine; and automation and connected living end markets, partially offset by sales declines in the medical end market.

● 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.

● Net cash provided by operating activities was $2,718 million in the first nine months of fiscal 2025.

● We acquired Richards Manufacturing, a U.S.-based producer of overhead and underground electrical and gas distribution products, in the third quarter of fiscal 2025.

Outlook

In the ~~fourth~~second quarter of fiscal ~~2025~~2026, we expect our net sales to be approximately $4.557 billion, as compared to $4.071 billion in the ~~fourth~~second quarter of fiscal ~~2024~~2025. This increase is due ~~primarily~~ to sales growth in both the Industrial Solutions segment, which will continue to benefit from the ~~recently~~fiscal ~~completed~~2025 acquisition of Richards Manufacturing, and the Transportation Solutions segment. In the ~~fourth~~second quarter of fiscal ~~2025~~2026, we expect diluted earnings per share from continuing operations to be approximately $2.1826 per share. This outlook reflects the positive impact of foreign currency exchange rates on net sales and earnings per share of approximately $~~111~~180 million and $0.0305 per share, respectively, in the ~~fourth~~second quarter of fiscal ~~2025~~2026 as compared to the same period of fiscal ~~2024~~2025 and includes the impact of currently enacted tariffs ~~which~~and weour ~~expect~~planned tomitigation ~~largely~~of ~~mitigate~~those ~~through pricing actions and sourcing changes~~tariffs. Also, this outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels.

Acquisitions

As discussed above, on April 1, 2025, we acquired 100% of Richards Manufacturing 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.

During the first nine months of fiscal 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.

See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.

Results of Operations

Net Sales

The following table presents our net sales and the percentage of total net sales by segment:


	For the								~~For the~~
	Quarters Ended								~~Nine Months Ended~~
	~~June~~December 2726,				~~June~~December 2827,				~~June 27,~~				~~June 28,~~
	2025				2024				~~2025~~				~~2024~~
	($ in millions)
Transportation Solutions	$	2,~~418~~467	53	%	$	2,~~351~~243	5958	%	$	~~6,975~~	56	%	$	~~7,151~~	61	%
Industrial Solutions		2,~~116~~202	47			1,~~628~~593	4142			~~5,538~~	44			~~4,626~~	39
Total	$	4,~~534~~669	100	%	$	3,~~979~~836	100	%	$	~~12,513~~	~~100~~	%	$	~~11,777~~	~~100~~	%

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The following table provides an analysis of the change in our net sales by segment:


	Change in Net Sales for the Quarter Ended ~~June~~December 2726, 2025												~~Change in Net Sales for the Nine Months Ended June 27, 2025~~
	versus Net Sales for the Quarter Ended ~~June~~December 2827, 2024												~~versus Net Sales for the Nine Months Ended June 28, 2024~~
	Net Sales				Organic Net Sales								~~Net Sales~~				~~Organic Net Sales~~						~~Acquisitions~~
	Growth				Growth				Translation		Acquisitions		~~Growth (Decline)~~				~~Growth (Decline)~~				~~Translation~~		~~(Divestiture)~~
	($ in millions)
Transportation Solutions	$	67224	210.80	%	$	29158	17.10	%	$	3866	$	—	$	~~(176)~~	~~(2.5)~~	%	$	~~(136)~~	~~(1.9)~~	%	$	~~(28)~~	$	~~(12)~~
Industrial Solutions		~~488~~609	3038.02			~~332~~419	2026.53			3038		~~126~~152		~~912~~	~~19.7~~			~~702~~	~~15.2~~			~~(2)~~		~~212~~
Total	$	~~555~~833	1321.97	%	$	~~361~~577	915.10	%	$	68104	$	~~126~~152	$	~~736~~	~~6.2~~	%	$	~~566~~	~~4.8~~	%	$	~~(30)~~	$	~~200~~

Net sales increased $~~555~~833 million, or 1321.97%, in the ~~third~~first quarter of fiscal ~~2025~~2026 as compared to the ~~third~~first quarter of fiscal ~~2024~~2025 due to organic net sales growth of 915.10%, the positive impact of 34.10% from acquisitions, and the positive impact of foreign currency translation of 12.7% due to the strengthening of certain foreign currencies. Richards Manufacturing, which was acquired onin ~~April~~the 1,third quarter of fiscal 2025, contributed net sales of $73107 million in the ~~third~~first quarter of fiscal ~~2025~~2026. ~~Net~~See ~~pricing~~further ~~actions~~discussion ~~positively~~of ~~affected organic~~ net sales bybelow ~~$28~~under ~~million~~“Segment ~~in the third quarter of fiscal 2025~~Results.”

InNet ~~the~~Sales ~~first~~by ~~nine~~Geographic ~~months~~Region. Our ofbusiness ~~fiscal~~operates ~~2025,~~in ~~net~~three ~~sales~~geographic ~~increased $736 million~~regions—Asia–Pacific, orEurope/Middle ~~6.2%~~East/Africa (“EMEA”), asand ~~compared to~~ the ~~first~~Americas—and ~~nine~~our ~~months~~results of ~~fiscal~~operations ~~2024~~are ~~due~~influenced ~~primarily~~by tochanges ~~organic~~in ~~net~~foreign ~~sales~~currency ~~growth~~exchange ~~of 4~~rates.8% ~~and~~Increases ~~the~~or ~~net~~decreases ~~positive~~in ~~impact~~the value of 1the U.7%S. ~~from~~dollar, ~~acquisitions~~compared ~~and~~to aother ~~divestiture.~~currencies, ~~Richards~~will ~~Manufacturing~~directly ~~contributed~~affect ~~net~~our ~~sales~~reported ofresults ~~$73~~as ~~million~~we intranslate ~~the~~those ~~first~~currencies ~~nine~~into ~~months of fiscal 2025~~U.S. ~~Net~~dollars ~~pricing~~at ~~actions positively affected organic net sales by $8 million in~~ the ~~first~~end ~~nine months~~ of each fiscal ~~2025~~period.

~~See~~Approximately ~~further~~60% ~~discussion~~ of our net sales ~~below~~were ~~under~~invoiced ~~“Segment~~in ~~Results~~currencies other than the U.”S. dollar in the first quarter of fiscal 2026.

Net Sales by Geographic Region. Our business operates in three geographic regions—Europe/Middle East/Africa (“EMEA”), Asia–Pacific, and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates. Increases or decreases in the value of the U.S. dollar, compared to other currencies, will directly affect our reported results as we translate those currencies into U.S. dollars at the end of each fiscal period.18

~~Approximately~~Table ~~60%~~ of ~~our net sales were invoiced in currencies other than the U.S. dollar in the first nine months of fiscal 2025.~~Contents

The following table presents our net sales and the percentage of total net sales by geographic region⁽¹⁾:


	For the								~~For the~~
	Quarters Ended								~~Nine Months Ended~~
	~~June~~December 2726,				~~June~~December 2827,				~~June 27,~~				~~June 28,~~
	2025				2024				~~2025~~				~~2024~~
	($ in millions)
EMEA	$	1,545	34	%	$	1,466	37	%	$	4,187	34	%	$	4,429	37	%
Asia–Pacific	$	2,006	43	%	$	1,603	42	%
Asia–Pacific		1,660	37			1,333	33			4,805	38			3,969	34
EMEA		1,440	31			1,229	32
Americas		1,~~329~~223	2926			1,~~180~~004	3026			~~3,521~~	28			~~3,379~~	29
Total	$	4,~~534~~669	100	%	$	3,~~979~~836	100	%	$	~~12,513~~	~~100~~	%	$	~~11,777~~	~~100~~	%

(1)

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

Table of Contents

The following table provides an analysis of the change in our net sales by geographic region:


	Change in Net Sales for the Quarter Ended ~~June~~December 2726, 2025												~~Change in Net Sales for the Nine Months Ended June 27, 2025~~
	versus Net Sales for the Quarter Ended ~~June~~December 2827, 2024												~~versus Net Sales for the Nine Months Ended June 28, 2024~~
	Net Sales				Organic Net Sales								~~Net Sales~~				~~Organic Net Sales~~						~~Acquisitions~~
	Growth				Growth				Translation		Acquisitions		~~Growth (Decline)~~				~~Growth (Decline)~~				~~Translation~~		~~(Divestiture)~~
	($ in millions)
EMEA	$	79	5.4	%	$	8	0.6	%	$	63	$	8	$	(242)	(5.5)	%	$	(280)	(6.3)	%	$	17	$	21
Asia–Pacific	$	403	25.1	%	$	392	24.5	%	$	11	$	—
Asia–Pacific		327	24.5			312	23.1			12		3		836	21.1			829	20.9			(8)		15
EMEA		211	17.2			123	10.0			88		—
Americas		~~149~~219	1221.68			4162	36.72			~~(7)~~5		~~115~~152		~~142~~	~~4.2~~			17	~~0.5~~			~~(39)~~		~~164~~
Total	$	~~555~~833	1321.97	%	$	~~361~~577	915.10	%	$	68104	$	~~126~~152	$	~~736~~	~~6.2~~	%	$	~~566~~	~~4.8~~	%	$	~~(30)~~	$	~~200~~

Cost of Sales and Gross Margin

The following table presents cost of sales and gross margin information:


	For the								~~For the~~
	Quarters Ended								~~Nine Months Ended~~
	~~June~~December 2726,			~~June~~December 2827,					~~June 27,~~			~~June 28,~~
	2025			2024			Change		~~2025~~			~~2024~~			~~Change~~
	($ in millions)
Cost of sales	$	2,~~934~~930		$	2,~~593~~476		$	~~341~~454	$	~~8,094~~		$	~~7,704~~		$	~~390~~
As a percentage of net sales		6462.78	%		6564.25	%				~~64.7~~	%		~~65.4~~	%

Gross margin	$	1,~~600~~739		$	1,~~386~~360		$	~~214~~379	$	~~4,419~~		$	~~4,073~~		$	~~346~~
As a percentage of net sales		3537.32	%		3435.85	%				~~35.3~~	%		~~34.6~~	%

Gross margin increased $~~214~~379 million ~~and $346 million~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025,~~2026 ~~respectively,~~ as compared to the same ~~periods~~period of fiscal ~~2024~~2025 due primarily to higher volume and improved manufacturing productivity.

We use a wide variety of raw materials in the manufacture of our products. Cost of sales and gross margin are subject to variability in raw material prices, which continue to fluctuate for many of the raw materials we use. The following table presents the average prices incurred related to copper, gold, silver, and palladium:

For the

~~For the~~

Quarters Ended

~~Nine Months Ended~~

~~June~~December 2726,

~~June~~December 2827,

~~June 27,~~

~~June 28,~~

Measure

2025

2024

~~2025~~

~~2024~~

Copper

Lb.

4.3257

34.9809

~~4.21~~

~~3.88~~

Gold

Troy oz.

23,~~715~~198

2,~~048~~305

~~2,498~~

~~1,986~~

Silver

Troy oz.

2937.8067

2527.7175

~~28.43~~

~~24.06~~

Palladium

Troy oz.

1,~~019~~136

1,~~418~~144

~~1,073~~

~~1,470~~

~~We expect to purchase approximately 190 million pounds of copper, 110,000 troy ounces of gold, 1.7 million troy ounces of silver, and 13,000 troy ounces of palladium in fiscal 2025.~~19

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We expect to purchase approximately 185 million pounds of copper, 105,000 troy ounces of gold, 1.8 million troy ounces of silver, and 12,000 troy ounces of palladium in fiscal 2026.

Operating Expenses

The following table presents operating expense information:


	For the								~~For the~~
	Quarters Ended								~~Nine Months Ended~~
	~~June~~December 2726,			~~June~~December 2827,					~~June 27,~~			~~June 28,~~
	2025			2024			Change		~~2025~~			~~2024~~			~~Change~~
	($ in millions)
Selling, general, and administrative expenses	$	~~491~~538		$	~~431~~427		$	60111	$	~~1,372~~		$	~~1,299~~		$	73
As a percentage of net sales		1011.85	%		1011.81	%				~~11.0~~	%		~~11.0~~	%

Acquisition and integration costs	$	27		$	5		$	22	$	41		$	16		$	25
Restructuring and other charges, net	$	10		$	50		$	(40)
Restructuring and other charges, net		14			6			8		109			67			42

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $60111 million in the ~~third~~first quarter of fiscal ~~2025~~2026 compared to the ~~third~~first quarter of fiscal 2024 due primarily to increased selling expenses to support higher sales levels, higher incentive compensation costs, and incremental expenses attributable to recently acquired businesses, partially offset by savings attributable to restructuring actions. In the first nine months of fiscal 2025, ~~selling, general, and administrative expenses increased $73 million as compared to the first nine months of fiscal 2024~~ due primarily to increased selling expenses to support higher sales levels, higher incentive compensation costs, ~~and~~ incremental expenses attributable to recently acquired businesses, ~~partially offset by savings attributable to restructuring actions~~ and the ~~release~~impact of ~~reserves~~cost ~~associated with trade compliance matters~~inflation.

Acquisition and Integration Costs. During the first nine months of fiscal 2025, we incurred acquisition and integration costs of $41 million, of which $25 million related to the acquisition of Richards Manufacturing. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding this acquisition.

Restructuring and Other Charges, Net. We are committed to continuous productivity improvements, and we evaluate opportunities to simplify our global manufacturing footprint, migrate facilities to lower-cost regions, reduce fixed costs, and eliminate excess capacity. These initiatives are designed to help us maintain our competitiveness in the industry, improve our operating leverage, and position us for future growth.

During fiscal ~~2025~~2026, we initiated a restructuring program ~~associated~~to ~~with~~optimize ~~footprint~~our ~~consolidation~~manufacturing footprint and improve the cost structure ~~improvements in both~~ of our ~~segments~~organization. We incurred net restructuring charges of $9710 million during the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026, of which $804 million related to ~~the~~our fiscal ~~2025~~2026 ~~restructuring~~ program. Annualized cost savings related to the fiscal ~~2025~~2026 actions commenced during the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026 are expected to be approximately $703 million and are expected to be fully realized by the end of fiscal ~~2026~~2027. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. For fiscal ~~2025~~2026, we expect total restructuring charges to be approximately $~~110~~100 million and total cash spend, which will be funded with cash from operations, to be approximately $~~200~~110 million.

During both the first nine months of fiscal 2025 and 2024, we incurred costs of $11 million related to our change in place of incorporation from Switzerland to Ireland. See Note 1 to the Condensed Consolidated Financial Statements for additional information regarding the change.

See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding net restructuring and other charges.

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Operating Income

The following table presents operating income and operating margin information:

For the

~~For the~~

Quarters Ended

~~Nine Months Ended~~

~~June~~December 2726,

~~June~~December 2827,

~~June 27,~~

~~June 28,~~

2025

2024

Change

~~2025~~

~~2024~~

~~Change~~

($ in millions)

Operating income

~~857~~963

~~755~~690

~~102~~273

~~2,295~~

~~2,145~~

~~150~~

Operating margin

1820.96

1918.0

~~18.3~~

~~18.2~~

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Operating income included the following:


	For the				~~For the~~
	Quarters Ended				~~Nine Months Ended~~
	~~June~~December 2726,		~~June~~December 2827,		~~June 27,~~		~~June 28,~~
	2025		2024		~~2025~~		~~2024~~
	(in millions)
Acquisition-related charges:
Acquisition and integration costs	$	273	$	5	$	41	$	16
Charges associated with the amortization of acquisition-related fair value adjustments		3		—		6		—
		306		5		47		16
Restructuring and other charges, net		1410		650		~~109~~		67
Taxes (non-income tax) recorded in selling, general, and administrative expenses		—		—		—		4
Amortization expense		57		39
Total	$	4473	$	1194	$	~~156~~	$	87

See discussion of operating income below under “Segment Results.”

Non-Operating Items

The following table presents select non-operating information:


	For the								~~For the~~
	Quarters Ended								~~Nine Months Ended~~
	~~June~~December 2726,			~~June~~December 2827,					~~June 27,~~			~~June 28,~~
	2025			2024			Change		~~2025~~			~~2024~~			~~Change~~
	($ in millions)
Income tax expense (benefit)	$	208		$	181		$	27	$	1,128		$	(778)		$	1,906
Interest expense	$	30		$	6		$	24
Effective tax rate		24.6	%		24.0	%				48.9	%		(36.4)	%

Income tax expense	$	210		$	178		$	32
Effective tax rate		21.9	%		25.2	%

Interest Expense. Interest expense increased $24 million in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025 due primarily to higher average debt levels and cost of debt.

Income Taxes. See Note 12 to the Condensed Consolidated Financial Statements for discussion of income taxes.

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Segment Results

Transportation Solutions

Net Sales. The following table presents the Transportation Solutions segment’s net sales and the percentage of total net sales by industry end market~~(1)~~:


	For the								~~For the~~
	Quarters Ended								~~Nine Months Ended~~
	~~June~~December 2726,				~~June~~December 2827,				~~June 27,~~				~~June 28,~~
	2025				2024				~~2025~~				~~2024~~
	($ in millions)
Automotive	$	1,~~805~~885	7476	%	$	1,~~748~~722	7477	%	$	~~5,262~~	75	%	$	~~5,316~~	74	%
Commercial transportation		~~377~~370	1615			~~363~~312	1614			~~1,046~~	15			~~1,103~~	16
Sensors		~~236~~212	109			~~240~~209	109			~~667~~	10			~~732~~	10
Total	$	2,~~418~~467	100	%	$	2,~~351~~243	100	%	$	~~6,975~~	~~100~~	%	$	~~7,151~~	~~100~~	%

~~(1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.~~21

The following table provides an analysis of the change in the Transportation Solutions segment’s net sales by industry end market:


	Change in Net Sales for the Quarter Ended June 27, 2025										Change in Net Sales for the Nine Months Ended June 27, 2025
	versus Net Sales for the Quarter Ended June 28, 2024										versus Net Sales for the Nine Months Ended June 28, 2024
	Net Sales				Organic Net Sales						Net Sales				Organic Net Sales
	Growth (Decline)				Growth (Decline)				Translation		Decline				Decline				Translation		Divestiture
	($ in millions)
Automotive	$	57	3.3	%	$	28	1.5	%	$	29	$	(54)	(1.0)	%	$	(21)	(0.4)	%	$	(21)	$	(12)
Commercial transportation		14	3.9			10	2.7			4		(57)	(5.2)			(51)	(4.6)			(6)		—
Sensors		(4)	(1.7)			(9)	(3.8)			5		(65)	(8.9)			(64)	(8.7)			(1)		—
Total	$	67	2.8	%	$	29	1.1	%	$	38	$	(176)	(2.5)	%	$	(136)	(1.9)	%	$	(28)	$	(12)

Net sales in the Transportation Solutions segment increased $67 million, or 2.8%, in the third quarter of fiscal 2025 from the third quarter of fiscal 2024 due to the positive impact of foreign currency translation of 1.7% and organic net sales growth of 1.1%. Our organic net sales by industry end market were as follows:

● Automotive—Our organic net sales increased 1.5% in the third quarter of fiscal 2025 as a result of growth of 10.5% in the Asia–Pacific region, partially offset by declines of 6.6% in the Americas region and 4.8% in the EMEA region. Our organic net sales growth in the Asia–Pacific region was due to increased content per vehicle as well as vehicle production growth. In the Americas and EMEA regions, our organic net sales were impacted by declines in vehicle production.

● Commercial transportation—Our organic net sales increased 2.7% in the third quarter of fiscal 2025 due to growth in the Asia–Pacific and EMEA regions, partially offset by declines in the Americas region.

● Sensors—Our organic net sales decreased 3.8% in the third quarter of fiscal 2025 as a result of market weakness in both industrial and transportation applications.

Table of Contents

InThe ~~the~~following ~~first~~table ~~nine~~provides ~~months~~an analysis of ~~fiscal~~the ~~2025,~~change ~~net sales~~ in the Transportation Solutions segment’s ~~decreased $176 million, or 2.5%, from the first nine months of fiscal 2024 due primarily to organic~~ net sales ~~declines of 1.9%. Our organic net sales~~ by industry end market ~~were as follows~~:

● Automotive—Our organic net sales were flat in the first nine months of fiscal 2025 as declines of 11.3% in the EMEA region and 7.6% in the Americas region were largely offset by growth of 11.7% in the Asia–Pacific region. In the EMEA and Americas regions, our organic net sales were impacted by declines in vehicle production and a shift in platform mix consistent with consumer demand. Our organic net sales growth in the Asia–Pacific region resulted from increased content per vehicle as well as vehicle production growth.


	Change in Net Sales for the Quarter Ended December 26, 2025
	versus Net Sales for the Quarter Ended December 27, 2024
	Net Sales				Organic Net Sales
	Growth				Growth (Decline)				Translation

	($ in millions)
Automotive	$	163	9.5	%	$	112	6.5	%	$	51
Commercial transportation		58	18.6			51	16.3			7
Sensors		3	1.4			(5)	(2.3)			8
Total	$	224	10.0	%	$	158	7.0	%	$	66

●Net ~~Commercial~~sales ~~transportation—Our~~in ~~organic~~the ~~net~~Transportation ~~sales~~Solutions ~~decreased~~segment 4increased $224 million, or 10.60%, in the first ~~nine~~quarter ~~months~~of fiscal 2026 from the first quarter of fiscal 2025 asdue ato ~~result~~organic net sales growth of ~~declines~~7.0% inand the ~~Americas~~positive ~~and~~impact ~~EMEA~~of ~~regions,~~foreign ~~partially~~currency ~~offset~~translation of 3.0%. Net price erosion negatively affected organic net sales by ~~growth~~$22 million in the ~~Asia–Pacific~~first ~~region~~quarter of fiscal 2026. Our organic net sales by industry end market were as follows:

● ~~Sensors~~Automotive—Our organic net sales ~~decreased~~increased 86.75% in the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026 as a result of growth of 9.9% in the Asia–Pacific region and 3.9% in the EMEA region, partially offset by declines of 0.5% in the Americas region. Our organic net sales growth in the Asia–Pacific and EMEA regions was due primarily to ~~market~~increased ~~weakness~~content per vehicle. In the Americas region, our organic net sales declined due to declines in ~~both~~vehicle ~~transportation~~production, ~~and~~partially ~~industrial~~offset ~~applications~~by increased content per vehicle.

●

Commercial transportation—Our organic net sales increased 16.3% in the first quarter of fiscal 2026 due to growth in the Asia–Pacific and EMEA regions, partially offset by declines in the Americas region.

●

Sensors—Our organic net sales decreased 2.3% in the first quarter of fiscal 2026 as a result of declines in transportation applications, partially offset by growth in industrial applications.

Operating Income. The following table presents the Transportation Solutions segment’s operating income and operating margin information:

For the

~~For the~~

Quarters Ended

~~Nine Months Ended~~

~~June~~December 2726,

~~June~~December 2827,

~~June 27,~~

~~June 28,~~

2025

2024

Change

~~2025~~

~~2024~~

~~Change~~

($ in millions)

Operating income

~~462~~501

~~506~~446

~~(44)~~55

~~1,353~~

~~1,470~~

~~(117)~~

Operating margin

1920.13

2119.59

~~19.4~~

~~20.6~~

Operating income in the Transportation Solutions segment ~~decreased~~increased $4455 million ~~and $117 million~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025,~~2026 ~~respectively,~~ as compared to the same ~~periods~~period of fiscal ~~2024. Excluding the items below, operating income decreased in the third quarter of fiscal~~ 2025 ~~primarily as a result of net price erosion~~. Excluding the items below, operating income ~~decreased~~increased in the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026 primarily as a result of ~~net~~higher ~~price erosion and lower~~ volume.


	For the				~~For the~~
	Quarters Ended				~~Nine Months Ended~~
	~~June~~December 2726,		~~June~~December 2827,		~~June 27,~~		~~June 28,~~
	2025		2024		~~2025~~		~~2024~~
	(in millions)
Restructuring and other charges (credits), net	$	7	$	(8)	$	72	$	25
Restructuring and other charges, net	$	4	$	32
Taxes (non-income tax) recorded in selling, general, and administrative expenses		—		—		—		3
Amortization expense		18		17
Total	$	722	$	~~(8)~~49	$	72	$	28

3322

Table of Contents

Industrial Solutions

Net Sales. The following table presents the Industrial Solutions segment’s net sales and the percentage of total net sales by industry end market~~(1)~~:


	For the								~~For the~~
	Quarters Ended								~~Nine Months Ended~~
	~~June~~December 2726,				~~June~~December 2827,				~~June 27,~~				~~June 28,~~
	2025				2024				~~2025~~				~~2024~~
	($ in millions)
Automation and connected living	$	571	27	%	$	519	32	%	$	1,562	28	%	$	1,483	32	%
Digital data networks	$	707	32	%	$	413	26	%
Aerospace, defense, and marine		374	18			345	21			1,082	20			977	21
Automation and connected living		549	25			479	30
Digital data networks		606	29			329	20			1,501	27			881	19
Aerospace, defense, and marine		381	17			334	21
Energy		~~384~~406	1819			~~226~~216	14			~~879~~	16			~~665~~	14
Medical		~~181~~159	87			~~209~~151	139			~~514~~	9			~~620~~	14
Total	$	2,~~116~~202	100	%	$	1,~~628~~593	100	%	$	~~5,538~~	~~100~~	%	$	~~4,626~~	~~100~~	%

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

The following table provides an analysis of the change in the Industrial Solutions segment’s net sales by industry end market:


	Change in Net Sales for the Quarter Ended ~~June~~December 2726, 2025												~~Change in Net Sales for the Nine Months Ended June 27, 2025~~
	versus Net Sales for the Quarter Ended ~~June~~December 2827, 2024												~~versus Net Sales for the Nine Months Ended June 28, 2024~~
	Net Sales				Organic Net Sales								~~Net Sales~~				~~Organic Net Sales~~
	Growth ~~(Decline)~~				Growth ~~(Decline)~~				Translation		Acquisitions		~~Growth (Decline)~~				~~Growth (Decline)~~				~~Translation~~		~~Acquisitions~~
	($ in millions)
Automation and connected living	$	52	10.0	%	$	26	5.0	%	$	10	$	16	$	79	5.3	%	$	13	0.9	%	$	(2)	$	68
Digital data networks	$	294	71.2	%	$	288	69.7	%	$	6	$	—
Aerospace, defense, and marine		29	8.4			21	6.2			8		—		105	10.7			103	10.5			2		—
Automation and connected living		70	14.6			55	11.6			14		1
Digital data networks		277	84.2			269	81.9			8		—		620	70.4			616	69.9			4		—
Aerospace, defense, and marine		47	14.1			36	10.9			11		—
Energy		~~158~~190	6988.90			4532	2014.26			37		~~110~~151		~~214~~	~~32.2~~			77	~~11.6~~			~~(7)~~		~~144~~
Medical		~~(28)~~8	~~(13~~5.4)3			~~(29)~~8	~~(13.~~5).3			1—		—		~~(106)~~	~~(17.1)~~			~~(107)~~	~~(17.2)~~			1		—
Total	$	~~488~~609	3038.02	%	$	~~332~~419	2026.53	%	$	3038	$	~~126~~152	$	~~912~~	~~19.7~~	%	$	~~702~~	~~15.2~~	%	$	~~(2)~~	$	~~212~~

In the Industrial Solutions segment, net sales increased $~~488~~609 million, or 3038.02%, in the ~~third~~first quarter of fiscal ~~2025~~2026 as compared to the ~~third~~first quarter of fiscal ~~2024~~2025 due primarily to organic net sales growth of 2026.53% and the positive impact of 79.75% from acquisitions. Richards Manufacturing, which was acquired onin ~~April~~the 1,third quarter of fiscal 2025, contributed net sales of $73107 million in the ~~third~~first quarter of fiscal ~~2025~~2026. Net pricing actions positively affected organic net sales by $28 million in the first quarter of fiscal 2026. Our organic net sales by industry end market were as follows:

● ~~Automation~~Digital ~~and~~data ~~connected living~~networks—Our organic net sales increased 569.07% in the ~~third~~first quarter of fiscal ~~2025~~2026 due primarily to growth in ~~the~~artificial ~~appliances~~intelligence ~~market~~ and ~~factory~~cloud ~~automation~~ applications.

● ~~Aerospace,~~Automation ~~defense,~~ and ~~marine~~connected living—Our organic net sales increased 611.26% in the ~~third~~first quarter of fiscal ~~2025~~2026 due primarily asto ~~a result of~~ growth in ~~the~~factory ~~commercial~~automation ~~aerospace and the defense markets~~applications.

● ~~Digital~~Aerospace, ~~data~~defense, ~~networks~~and marine—Our organic net sales increased 8110.9% in the ~~third~~first quarter of fiscal ~~2025~~2026 ~~due~~ primarily toas a result of growth in ~~artificial~~the ~~intelligence~~defense ~~applications~~and commercial aerospace markets.

● Energy—Our organic net sales increased 2014.26% in the ~~third~~first quarter of fiscal ~~2025~~2026 as a result of growth inacross ~~the~~all ~~Americas region with strength in renewable energy and grid hardening applications and, to a lesser degree, growth in the EMEA and Asia–Pacific~~ regions.

34● Medical—Our organic net sales increased 5.3% in the first quarter of fiscal 2026 due primarily to growth in interventional medical applications.

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● Medical—Our organic net sales decreased 13.5% in the third quarter of fiscal 2025 due primarily to reduced demand resulting from inventory corrections in the supply chain.

Net sales in the Industrial Solutions segment increased $912 million, or 19.7%, in the first nine months of fiscal 2025 as compared to the first nine months of fiscal 2024 due primarily to organic net sales growth of 15.2% and the positive impact of 4.6% from acquisitions. Richards Manufacturing contributed net sales of $73 million in the first nine months of fiscal 2025. Our organic net sales by industry end market were as follows:

● Automation and connected living—Our organic net sales increased 0.9% in the first nine months of fiscal 2025 as a result of strength in the appliances market, partially offset by weakness in factory automation applications.

● Aerospace, defense, and marine—Our organic net sales increased 10.5% in the first nine months of fiscal 2025 primarily as a result of growth in the commercial aerospace and the defense markets.

● Digital data networks—Our organic net sales increased 69.9% in the first nine months of fiscal 2025 due primarily to growth in artificial intelligence and cloud applications.

● Energy—Our organic net sales increased 11.6% in the first nine months of fiscal 2025 due to growth in the Americas region driven by renewable energy and grid hardening applications and, to a lesser degree, growth in the EMEA and Asia–Pacific regions.

● Medical—Our organic net sales decreased 17.2% in the first nine months of fiscal 2025 primarily as a result of reduced demand resulting from inventory corrections in the supply chain.

Operating Income. The following table presents the Industrial Solutions segment’s operating income and operating margin information:

For the

~~For the~~

Quarters Ended

~~Nine Months Ended~~

~~June~~December 2726,

~~June~~December 2827,

~~June 27,~~

~~June 28,~~

2025

2024

Change

~~2025~~

~~2024~~

~~Change~~

($ in millions)

Operating income

~~395~~462

~~249~~244

~~146~~218

~~942~~

~~675~~

~~267~~

Operating margin

1821.70

15.3

~~17.0~~

~~14.6~~

Operating income in the Industrial Solutions segment increased $~~146~~218 million ~~and $267 million~~ in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025,~~2026 ~~respectively,~~ as compared to the same ~~periods~~period of fiscal ~~2024~~2025. Excluding the items below, operating income increased in the ~~third~~first quarter ~~and first nine months~~ of fiscal ~~2025~~2026 primarily as a result of higher volume.


	For the				~~For the~~
	Quarters Ended				~~Nine Months Ended~~
	~~June~~December 2726,		~~June~~December 2827,		~~June 27,~~		~~June 28,~~
	2025		2024		~~2025~~		~~2024~~
	(in millions)
Acquisition-related charges:
Acquisition and integration costs	$	273	$	5	$	41	$	16
Charges associated with the amortization of acquisition-related fair value adjustments		3		—		6		—
		306		5		47		16
Restructuring and other charges, net		76		1418		37		42
Taxes (non-income tax) recorded in selling, general, and administrative expenses		—		—		—		1
Amortization expense		39		22
Total	$	3751	$	1945	$	84	$	59

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Liquidity and Capital Resources

Our ability to fund our future capital needs will be affected by our ongoing ability to generate cash from operations and may be affected by our access to capital markets, money markets, or other sources of funding, as well as the capacity and terms of our financing arrangements. We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the repayment of $500 million of 4.50% senior notes and $350 million of 3.70% senior notes, both due in February 2026. Also, we may use ~~funds~~excess cash and other funding to acquire strategic businesses or product lines, reduce our outstanding debt, or return cash to shareholders through dividends on our ordinary shares or purchases of our ordinary shares pursuant to our authorized share repurchase program. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions. We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs.

Cash Flows from Operating Activities

In the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026, net cash provided by operating activities ~~increased~~decreased $~~283~~13 million to $~~2,718~~865 million from $~~2,435~~878 million in the first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025. The ~~increase~~decrease resulted primarily from athe ~~reduction~~impact inof ~~net~~changes ~~income~~in ~~tax~~working ~~payments~~capital ~~and higher pre-tax income~~levels, partially offset by ~~the~~higher ~~impact~~pre-tax ~~of changes in working capital levels~~income. The amount of income taxes paid, net of refunds, during the first ~~nine~~quarters ~~months~~ of fiscal ~~2025~~2026 and ~~2024~~2025 was $~~184~~88 million and $~~384~~49 million, respectively.

Cash Flows from Investing Activities

Capital expenditures were $~~665~~258 million and $~~467~~205 million in the first ~~nine~~quarters ~~months~~ of fiscal ~~2025~~2026 and ~~2024~~2025, respectively. We expect fiscal ~~2025~~2026 capital spending levels to be approximately 56% of net sales. We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities.

During the first nine months of fiscal 2025, we acquired Richards Manufacturing for $2.3 billion, net of cash acquired. Also during the first nine months of fiscal 2025, we acquired two additional businesses for a combined cash purchase price of $321 million, net of cash acquired. We acquired one business for a cash purchase price of $339 million, net of cash acquired, during the first nine months of fiscal 2024. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.24

During the first nine months of fiscal 2024, we received net cash proceeds of $59 million related to the sale of one business. See Note 2 to the Condensed Consolidated Financial Statements for additional information.

Cash Flows from Financing Activities and Capitalization

Total debt at June 27, 2025 and September 27, 2024 was $5,697 million and $4,203 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt.

During the third quarter of fiscal 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 to the Condensed Consolidated Financial Statements for additional information regarding this acquisition.

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

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~~The~~During ~~notes issued during~~ the ~~third~~first quarter ~~and first nine months~~ of fiscal 2025, ~~are~~we ~~TEGSA’s~~acquired ~~unsecured~~two ~~senior~~businesses ~~obligations~~for ~~and~~a ~~rank~~combined ~~equally~~cash inpurchase ~~right~~price of ~~payment~~$325 ~~with~~million, ~~all~~net ~~existing~~of ~~and~~cash ~~any~~acquired. ~~future~~See ~~senior~~Note ~~indebtedness~~3 ofto ~~TEGSA~~the ~~and~~Condensed ~~senior~~Consolidated toFinancial ~~any~~Statements ~~subordinated~~for ~~indebtedness~~additional ~~that~~information ~~TEGSA~~regarding ~~may incur~~acquisitions.

~~During~~Cash ~~the~~Flows ~~first~~from ~~nine~~Financing ~~months~~Activities ofand ~~fiscal 2025, TEGSA repaid, at maturity, €550 million of 0.00% senior notes due in February 2025.~~Capitalization

AtTotal ~~September~~debt 27at December 26, ~~2024~~2025 and September 26, ~~TEGSA~~2025 ~~had~~was $~~255~~5,708 million ofand ~~commercial~~$5,694 ~~paper~~million, ~~outstanding~~respectively. atSee aNote ~~weighted-average~~7 ~~interest~~to ~~rate~~the ofCondensed ~~4.95%.~~Consolidated ~~TEGSA~~Financial ~~had~~Statements nofor ~~commercial~~additional ~~paper~~information ~~outstanding~~regarding ~~at June 27, 2025~~debt.

~~TEGSA~~Tyco ~~has~~Electronics aGroup ~~five-year~~S.A. ~~unsecured senior revolving credit facility~~ (“~~Credit Facility~~TEGSA”), ~~with~~our awholly-owned ~~maturity~~subsidiary, ~~date of April 2029 and aggregate commitments of $1.5 billion. TEGSA~~ had no ~~borrowings~~commercial ~~under~~paper ~~the~~outstanding ~~Credit Facility~~ at ~~June 27~~December 26, 2025 or September 27 26, ~~2024~~2025.

~~The~~TEGSA ~~Credit~~has ~~Facility contains~~ a ~~financial~~five-year ~~ratio~~unsecured ~~covenant~~senior ~~providing~~revolving ~~that~~credit ~~if,~~facility ~~as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA~~ (~~as defined in the~~ “Credit Facility”) ~~for~~with ~~the~~a ~~then~~maturity ~~most~~date ~~recently concluded period~~ of ~~four~~April ~~consecutive~~2029 ~~fiscal~~and ~~quarters~~aggregate ~~exceeds~~commitments ~~3.75~~of to $1.0,5 anbillion. ~~Event~~TEGSA ofhad ~~Default~~no ~~(as~~borrowings ~~defined~~under in the Credit Facility) isat ~~triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of June~~December 2726, 2025, weor ~~were~~September 26, ~~in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future~~2025.

The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 (or temporarily 4.25 following a qualified acquisition) to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of December 26, 2025, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future.

In addition to the Credit Facility, TEGSA is the borrower under our senior notes and commercial paper. 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.

Payments of ordinary~~/common~~ share dividends to shareholders were $~~594~~209 million and $~~564~~189 million in the first ~~nine~~quarters ~~months~~ of fiscal ~~2025~~2026 and ~~2024~~2025, respectively.

~~During~~Ordinary ~~the~~shares ~~first nine months of fiscal 2025, our board of directors authorized an increase of $2.5 billion in our share repurchase program. We~~ repurchased ~~approximately six million of our ordinary shares for $916 million and approximately nine million of our common shares for $1,235 million~~ under the share repurchase program ~~during~~were ~~the~~as ~~first nine months of fiscal 2025 and 2024, respectively. At June 27, 2025, we had $1.8 billion of availability remaining under our share repurchase authorization.~~follows:


		For the
		Quarters Ended
		December 26,			December 27,
		2025			2024

		(in millions)
Number of ordinary shares repurchased			2			2
Repurchase value		$	406		$	310

37At December 26, 2025, we had $983 million of availability remaining under our share repurchase authorization.

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Summarized Guarantor Financial Information

As discussed above, our senior notes, commercial paper, and Credit Facility are issued by TEGSA and are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Switzerland Ltd., and its parent, TE Connectivity plc. In addition to being the issuer of our debt securities, TEGSA owns, directly or indirectly, all of our operating subsidiaries. The following tables present summarized financial information, excluding investments in and equity ~~in earnings of our non-guarantor subsidiaries, for TE Connectivity plc, TE Connectivity Switzerland Ltd., and TEGSA on a combined basis.~~


	June 27,		September 27,
	2025		2024
	(in millions)
Balance Sheet Data:
Total current assets	$	628	$	1,164
Total noncurrent assets(1)		2,978		2,377

Total current liabilities		1,320		1,362
Total noncurrent liabilities(2)		11,020		10,738

~~(1)~~Table ~~Includes $2,969 million and $2,368 million as~~ of ~~June 27, 2025 and September 27, 2024, respectively, of intercompany loans receivable from non-guarantor subsidiaries.~~Contents

~~(2)~~in ~~Includes~~earnings ~~$5,925~~of ~~million~~our ~~and~~non-guarantor $7subsidiaries,~~309~~ ~~million~~for asTE ofConnectivity ~~June 27~~plc, ~~2025~~TE ~~and~~Connectivity ~~September~~Switzerland 27Ltd., ~~2024,~~and ~~respectively,~~TEGSA ofon ~~intercompany~~a ~~loans~~combined ~~payable to non-guarantor subsidiaries~~basis.


	~~For~~December ~~the~~26,		~~For~~September ~~the~~26,
	~~Nine Months Ended~~2025		~~Fiscal Year Ended~~2025
	June 27,		September 27,
	2025		2024
	(in millions)
Statement of Operations Data:
Balance Sheet Data:
Loss from continuing operations	$	(238)	$	(271)
Total current assets	$	1,283	$	1,236
Net loss		(238)		(271)
Total noncurrent assets(1)		3,223		2,465

Total current liabilities		1,369		1,348
Total noncurrent liabilities(2)		11,262		10,033

(1)

Includes $3,158 million and $2,444 million as of December 26, 2025 and September 26, 2025, respectively, of intercompany loans receivable from non-guarantor subsidiaries.

(2)

Includes $6,219 million and $5,001 million as of December 26, 2025 and September 26, 2025, respectively, of intercompany loans payable to non-guarantor subsidiaries.


	For the		For the
	Quarter Ended		Fiscal Year Ended
	December 26,		September 26,
	2025		2025

	(in millions)
Statement of Operations Data:
Income (loss) from continuing operations	$	13	$	(197)
Net income (loss)		13		(197)

Guarantees

In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from fiscal ~~2025~~2026 through the completion of such transactions. The guarantees would be triggered in the event of nonperformance, and the potential exposure for nonperformance under the guarantees would not have a material effect on our results of operations, financial position, or cash flows.

At ~~June~~December 2726, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $~~217~~245 million.

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Commitments and Contingencies

Legal Proceedings

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Trade Compliance Matters

Critical Accounting Policies and Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses.

Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, and pension plans are based on, among other things, judgments and assumptions made by management. For additional information regarding these policies and the underlying accounting assumptions and estimates used in these policies, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and the Consolidated Financial Statements and accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 2726, ~~2024~~2025. There were no significant changes to this information during the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026.

Accounting Pronouncement

See Note 1 to the Condensed Consolidated Financial Statements for additional information regarding a recently issued accounting pronouncement.

Non-GAAP Financial Measure

Organic Net Sales Growth (Decline)

We present organic net sales growth (decline) as we believe it is appropriate for investors to consider this adjusted financial measure in addition to results in accordance with GAAP. Organic net sales growth (decline) represents net sales growth (decline) (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic net sales growth (decline) is a useful measure of our performance because it excludes items that are not completely under management’s control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity.

Organic net sales growth (decline) provides useful information about our results and the trends of our business. Management uses this measure to monitor and evaluate performance. Also, management uses this measure together with GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our overall company. It is also a significant component in our incentive compensation plans. We believe that investors benefit from having access to the same financial measures that management uses in evaluating operations. The tables presented in “Results of Operations” and “Segment Results” provide reconciliations of organic net sales growth (decline) to net sales growth (decline) calculated in accordance with GAAP.

Organic net sales growth (decline) is a non-GAAP financial measure and should not be considered a replacement for results in accordance with GAAP. This non-GAAP financial measure may not be comparable to similarly-titled measures reported by other companies. The primary limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using organic net sales growth (decline) in combination with net sales growth (decline) to better understand the amounts, character, and impact of any increase or decrease in reported amounts.

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Forward-Looking Information

Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” and “should,” or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law.

The following and other risks, which are described in greater detail in “Part I. Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended September 2726, ~~2024~~2025, and in this report, could cause our results to differ materially from those expressed in forward-looking statements:

●

conditions in the global or regional economies and global capital markets, and cyclical industry conditions, including recession, inflation, tariffs, and higher interest rates;

●

conditions affecting demand for products in the industries we serve, particularly the automotive industry;

●

risk of future goodwill impairment;

●

pricing pressure and competition, including competitive risks associated with the pace of technological change;

●

market acceptance of our new product introductions and product innovations and product life cycles;

●

raw material availability, quality, and cost;

●

product liability, warranty, and product recall claims and our ability to defend such claims;

●

fluctuations in foreign currency exchange rates and impacts of offsetting hedges;

●

financial condition and consolidation of customers and vendors;

●

reliance on third-party suppliers;

●

risks associated with current and future acquisitions and divestitures;

●

global risks of business interruptions due to natural disasters or other disasters which have impacted and could continue to negatively impact our results of operations as well as customer behaviors, business, and manufacturing operations as well as our facilities and the facilities of our suppliers, and other aspects of our business;

●

global risks of political, economic, and military instability, including the continuing military conflicts in certain parts of the world, and volatile and uncertain economic conditions and the evolving regulatory system in China;

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●

risks associated with cybersecurity incidents and other disruptions to our information technology infrastructure, including as a result of artificial intelligence;

●

risks related to compliance with current and future environmental and other laws and regulations, including those related to climate change;

●

risks related to the increasing scrutiny and expectations regarding environmental, social, and governance matters;

●

risks associated with compliance with applicable antitrust or competition laws or applicable trade regulations;

●

our ability to protect our intellectual property rights;

●

risks of litigation, regulatory actions, and compliance issues;

●

our ability to operate within the limitations imposed by our debt instruments;

●

the possible effects on us of various non-U.S. and U.S. legislative proposals and other initiatives that could materially increase our worldwide corporate effective tax rate, increase global cash taxes, and negatively impact our U.S. government contracts business;

●

requirements related to chemical usage, hazardous material content, recycling, and other circular economy initiatives;

●

various risks associated with being an Irish corporation;

●

the impact of fluctuations in the market price of our shares; and

●

the impact of certain provisions of our articles of association on unsolicited takeover proposals.

There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in our exposures to market risk during the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026. For further discussion of our exposures to market risk, refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended September 2726, ~~2024~~2025.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), as of ~~June~~December 2726, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~June~~December 2726, 2025.

Richards Manufacturing Acquisition

We acquired Richards Manufacturing on April 1, 2025. ~~For~~U.S. ~~additional~~Securities ~~information~~and ~~regarding~~Exchange ~~the~~Commission ~~acquisition,~~(“SEC”) ~~see~~guidance ~~Note~~permits 3management to ~~the~~omit ~~Condensed~~an ~~Consolidated~~assessment ~~Financial~~of ~~Statements.~~an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of

U.S. Securities and Exchange Commission (“SEC”) guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition. We are in the process of integrating the Richards Manufacturing operations within our internal control structure. Accordingly, we intend to exclude Richards Manufacturing from our annual assessment of internal control over financial reporting as of September 26, 2025.29

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acquisition. Accordingly, we excluded Richards Manufacturing from our annual assessment of internal control over financial reporting for the fiscal year ended September 26, 2025. We are in the process of integrating the Richards Manufacturing operations within our internal control structure.

Changes in Internal Control Over Financial Reporting

During the quarter ended ~~June~~December 2726, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~There~~See ~~have~~Note ~~been~~9 noto ~~material~~the ~~developments~~Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a description of our legal proceedings since we filed our Annual Report on Form 10-K for the fiscal year ended September 27 26, ~~2024~~2025. For ~~Refer~~a description of our previously reported legal proceedings, refer to “Part I. Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended September 2726, ~~2024 for additional information regarding legal proceedings~~2025.

Environmental Matters

Item 103 of Regulation S-K requires the disclosure of certain environmental matters in which a governmental authority is a party to the proceedings and when such proceedings involve the potential for monetary sanctions that we reasonably believe will exceed a specified threshold. In accordance with the SEC guidance on this item, we have chosen a reporting threshold for such proceedings of $1 million. Applying this threshold, there are no environmental matters to disclose ~~for the quarter ended June 27, 2025~~.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 2726, ~~2024 except as set forth below~~2025. The risk factors described in our Annual Report on Form 10-K, in addition to other information ~~described below and~~ in this report, could materially affect our business operations, financial condition, or liquidity. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial may also impair our business operations, financial condition, and liquidity.

If any of our operations are found not to comply with applicable antitrust or competition laws or applicable trade regulations, our business may suffer.

Our operations are subject to applicable antitrust and competition laws in the jurisdictions in which we conduct our business, in particular the U.S. and the European Union. These laws prohibit, among other things, anticompetitive agreements and practices. If any of our commercial agreements and practices with respect to the electronic components or other markets are found to violate or infringe such laws, we may be subject to civil and other penalties. We may also be subject to third-party claims for damages. Further, agreements that infringe these antitrust and competition laws may be void and unenforceable, in whole or in part, or require modification to be lawful and enforceable. If we are unable to enforce our commercial agreements, whether at all or in material part, our results of operations, financial position, and cash flows could be adversely affected.

We also must comply with applicable trade regulations in the jurisdictions where we operate. A small portion of our products, including defense-related products, may require governmental import and export licenses, the issuance of which may be influenced by geopolitical and other events. Any failure to maintain compliance with trade regulations could limit our ability to import and export raw materials and finished goods into or from the relevant jurisdiction, which could negatively impact our results of operations, financial position, and cash flows.

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U.S. federal tax laws could result in adverse consequences to U.S. persons treated as owning 10% or more of our shares.

Although we are an Irish company, application of current U.S. tax law ownership attribution rules may cause non-U.S. subsidiaries to be treated as Controlled Foreign Corporations (“CFCs”) for U.S. federal income tax purposes. Under the current rules, a U.S. person that is treated for U.S. federal income tax purposes as owning, directly, indirectly, or constructively, 10% or more of our shares may be required to annually report and include in its U.S. taxable income its pro rata share of certain types of income earned by our subsidiaries that are treated as CFCs, whether or not we make any distributions to such U.S. shareholder. Under recently enacted legislation, the current attribution rules cease to apply for tax years of foreign corporations beginning after December 31, 2025, and, as a result, based on our current ownership structure, our non-U.S. subsidiaries will not be treated as CFCs as of our tax year beginning September 28, 2026. A U.S. person that owns 10% or more of our shares should consult a tax adviser regarding the potential implications. The risk of U.S. federal income tax reporting and compliance obligations with respect to our subsidiaries that are treated as CFCs may deter our current shareholders from increasing their investment in us, and others from investing in us, which could impact the demand for, and value of, our shares.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table presents information about our purchases of our ordinary shares during the quarter ended ~~June~~December 2726, 2025:


					Maximum
				Total Number of	Approximate
				Shares Purchased	Dollar Value
				as Part of	of Shares that May
	Total Number	Average Price		Publicly Announced	Yet Be Purchased
	of Shares	Paid Per		Plans or	Under the Plans
Period	Purchased(1)	Share		Programs(2)	or Programs(2)
March 29–April 25, 2025	710,166	$	131.31	710,166	$	2,036,747,701
September 27–October 24, 2025	459,160	$	223.60	459,160	$	1,286,101,802
April 26–May 30, 2025	729,423		156.41	729,423		1,922,655,633
October 25–November 28, 2025	586,827		236.06	586,827		1,147,573,277
May 31–June 27, 2025	568,623		164.82	568,623		1,828,935,837
November 29–December 26, 2025	709,803		231.74	709,803		983,082,539
Total	21,~~008~~755,~~212~~790		~~149~~231.9206	21,~~008~~755,~~212~~790

(1) During the quarter ended ~~June~~December 2726, 2025, all purchases were open market purchases of ordinary shares, summarized on a trade-date basis, made in conjunction with the share repurchase program originally announced in September 2007. This table does not include ordinary shares that we withheld in order to satisfy tax withholding requirements for the vesting and release of restricted stock units.

(2)

Our share repurchase program authorizes us to purchase a portion of our outstanding ordinary shares from time to time through open market or private transactions, depending on business and market conditions. The share repurchase program does not have an expiration date. See Note 14 to the Condensed Consolidated Financial Statements for additional information regarding our share repurchase program.

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ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

In the quarter ended ~~June~~December 2726, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K. except the following:

● In the quarter ended December 26, 2025, Shad Kroeger, President, Industrial Solutions, adopted a plan for the sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Kroeger’s plan was adopted November 14, 2025 and expires June 30, 2026, and provides for the potential exercise and related sale of (i) stock options representing up to 34,400 ordinary shares, with such sale to occur no earlier than February 13, 2026, (ii) stock options representing up to 9,400 ordinary shares, with such sale to occur no earlier than March 2, 2026, (iii) stock options representing up to 9,400 ordinary shares, with such sale to occur no earlier than April 1, 2026, (iv) stock options representing up to 9,400 ordinary shares, with such sale to occur no earlier than May 1, 2026, and (v) stock options representing up to 9,400 ordinary shares, with such sale to occur no earlier than June 1, 2026.

44The trading plan described above was entered into during an open insider trading window and was in compliance with our insider trading policies and procedures. Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules, and regulations.

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ITEM 6. EXHIBITS


Exhibit Number		Exhibit
4.1		Second Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated May 6, 2025 (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed with the SEC on May 6, 2025)
4.2		Third Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated May 9, 2025 (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed with the SEC on May 9, 2025)
4.3		Fourth Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated May 9, 2025 (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, filed with the SEC on May 9, 2025)
22.1	*	Guaranteed Securities
31.1	*	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	**	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	Inline XBRL Instance Document(1)
101.SCH	*	Inline XBRL Taxonomy Extension Schema Document
101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	*	Cover Page Interactive Data File(2)

*Filed herewith

**	Furnished herewith

(1)	The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

(2)	Formatted in Inline XBRL and contained in exhibit 101

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	TE CONNECTIVITY PLC

	By:	/s/ Heath A. Mitts Heath A. Mitts Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: ~~July~~January 2523, ~~2025~~2026

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