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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
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 18, 2025 was 295,481,491.

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 27, 2025 and June 28, 2024 (unaudited)	1
	Condensed Consolidated Statements of Comprehensive Income for the Quarters and Nine Months Ended June 27, 2025 and June 28, 2024 (unaudited)	2
	Condensed Consolidated Balance Sheets as of June 27, 2025 and September 27, 2024 (unaudited)	3
	Condensed Consolidated Statements of Shareholders’ Equity for the Quarters and Nine Months Ended June 27, 2025 and June 28, 2024 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 27, 2025 and June 28, 2024 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	42

Part II.	Other Information
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
Signatures		46

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 27,		June 28,		June 27,		June 28,
	2025		2024		2025		2024

	(in millions, except per share data)
Net sales	$	4,534	$	3,979	$	12,513	$	11,777
Cost of sales		2,934		2,593		8,094		7,704
Gross margin		1,600		1,386		4,419		4,073
Selling, general, and administrative expenses		491		431		1,372		1,299
Research, development, and engineering expenses		211		189		602		546
Acquisition and integration costs		27		5		41		16
Restructuring and other charges, net		14		6		109		67
Operating income		857		755		2,295		2,145
Interest income		17		20		62		61
Interest expense		(28)		(18)		(48)		(55)
Other expense, net		—		(3)		(2)		(11)
Income from continuing operations before income taxes		846		754		2,307		2,140
Income tax (expense) benefit		(208)		(181)		(1,128)		778
Income from continuing operations		638		573		1,179		2,918
Loss from discontinued operations, net of income taxes		—		—		—		(1)
Net income	$	638	$	573	$	1,179	$	2,917

Basic earnings per share:
Income from continuing operations	$	2.16	$	1.87	$	3.96	$	9.47
Net income		2.16		1.87		3.96		9.47

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

Weighted-average number of shares outstanding:
Basic		296		306		298		308
Diluted		298		308		300		310

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 27,		June 28,		June 27,		June 28,
	2025		2024		2025		2024

	(in millions)
Net income	$	638	$	573	$	1,179	$	2,917
Other comprehensive income (loss):
Currency translation		89		(45)		(56)		5
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes		1		—		(6)		(12)
Gains (losses) on cash flow hedges, net of income taxes		(8)		15		21		53
Other comprehensive income (loss)		82		(30)		(41)		46
Comprehensive income		720		543		1,138		2,963
Less: comprehensive (income) loss attributable to noncontrolling interests		(11)		1		(7)		(1)
Comprehensive income attributable to TE Connectivity plc	$	709	$	544	$	1,131	$	2,962

See accompanying Notes to Condensed Consolidated Financial Statements.

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TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 27,		September 27,
	2025		2024

	(in millions, except share
	data)
Assets
Current assets:
Cash and cash equivalents	$	672	$	1,319
Accounts receivable, net of allowance for doubtful accounts of $43 and $32, respectively		3,431		3,055
Inventories		2,832		2,517
Prepaid expenses and other current assets		670		740
Total current assets		7,605		7,631
Property, plant, and equipment, net		4,213		3,903
Goodwill		7,251		5,801
Intangible assets, net		2,286		1,174
Deferred income taxes		2,624		3,497
Other assets		887		848
Total assets	$	24,866	$	22,854
Liabilities, redeemable noncontrolling interests, and shareholders' equity
Current liabilities:
Short-term debt	$	851	$	871
Accounts payable		2,024		1,728
Accrued and other current liabilities		2,113		2,147
Total current liabilities		4,988		4,746
Long-term debt		4,846		3,332
Long-term pension and postretirement liabilities		817		810
Deferred income taxes		223		199
Income taxes		426		411
Other liabilities		1,042		870
Total liabilities		12,342		10,368
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests		143		131
Shareholders' equity:
Preferred shares, $1.00 par value, 2 shares authorized, none outstanding as of June 27, 2025		—		—
Ordinary class A shares, €1.00 par value, 25,000 shares authorized, none outstanding as of June 27, 2025		—		—
Ordinary shares, $0.01 par value, 1,500,000,000 shares authorized, 301,987,708 shares issued and common shares, CHF 0.57 par value, 316,574,781 shares authorized and issued, respectively		3		139
Accumulated earnings		13,337		14,533
Ordinary shares and common shares held in treasury, at cost, 6,147,743 and 16,656,681 shares, respectively		(916)		(2,322)
Accumulated other comprehensive income (loss)		(43)		5
Total shareholders' equity		12,381		12,355
Total liabilities, redeemable noncontrolling interests, and shareholders' equity	$	24,866	$	22,854

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 27, 2025
											Accumulated
				Ordinary Shares							Other		Total
	Ordinary Shares			Held in Treasury			Contributed		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Shares	Amount		Surplus		Earnings		Income (Loss)		Equity

	(in millions)
Balance at March 28, 2025	301	$	3	(4)	$	(615)	$	—	$	12,811	$	(114)	$	12,085
Net income	—		—	—		—		—		638		—		638
Other comprehensive income	—		—	—		—		—		—		71		71
Share-based compensation expense	—		—	—		—		36		—		—		36
Dividends	—		—	—		—		—		(210)		—		(210)
Exercise of share options	—		—	—		—		44		—		—		44
Restricted share award vestings and other activity	1		—	—		—		(80)		98		—		18
Repurchase of ordinary shares	—		—	(2)		(301)		—		—		—		(301)
Balance at June 27, 2025	302	$	3	(6)	$	(916)	$	—	$	13,337	$	(43)	$	12,381


	For the Nine Months Ended June 27, 2025
				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		—		1,179
Other comprehensive loss	—		—	—		—		—		—		(48)		(48)
Share-based compensation expense	—		—	—		—		105		—		—		105
Dividends	—		—	—		—		—		(419)		—		(419)
Exercise of share options	1		—	—		—		103		—		—		103
Restricted share award vestings and other activity	2		—	—		—		(208)		230		—		22
Repurchase of ordinary shares	—		—	(6)		(916)		—		—		—		(916)
Balance at June 27, 2025	302	$	3	(6)	$	(916)	$	—	$	13,337	$	(43)	$	12,381

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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 Months Ended
	June 27,		June 28,
	2025		2024

	(in millions)
Cash flows from operating activities:
Net income	$	1,179	$	2,917
Loss from discontinued operations, net of income taxes		—		1
Income from continuing operations		1,179		2,918
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		594		594
Deferred income taxes		772		(1,190)
Non-cash lease cost		106		100
Provision for losses on accounts receivable and inventories		62		70
Share-based compensation expense		105		100
Other		60		53
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net		(391)		82
Inventories		(299)		(127)
Prepaid expenses and other current assets		31		12
Accounts payable		298		99
Accrued and other current liabilities		(76)		(324)
Income taxes		172		28
Other		105		20
Net cash provided by operating activities		2,718		2,435
Cash flows from investing activities:
Capital expenditures		(665)		(467)
Proceeds from sale of property, plant, and equipment		7		12
Acquisition of businesses, net of cash acquired		(2,628)		(339)
Proceeds from divestiture of business, net of cash retained by business sold		—		59
Other		(12)		(9)
Net cash used in investing activities		(3,298)		(744)
Cash flows from financing activities:
Net decrease in commercial paper		(255)		(21)
Proceeds from issuance of debt		2,231		—
Repayment of debt		(580)		(2)
Proceeds from exercise of share options		101		52
Repurchase of ordinary/common shares		(910)		(1,301)
Payment of ordinary/common share dividends to shareholders		(594)		(564)
Other		(56)		(39)
Net cash used in financing activities		(63)		(1,875)
Effect of currency translation on cash		(4)		(8)
Net decrease in cash, cash equivalents, and restricted cash		(647)		(192)
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.

Table of Contents

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 27, 2024.

Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2025 and fiscal 2024 are to our fiscal years ending September 26, 2025 and ended September 27, 2024, 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.

Table of Contents

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 27,		June 28,		June 27,		June 28,
	2025		2024		2025		2024

	(in millions)
Restructuring charges, net	$	10	$	16	$	97	$	57
Gain on divestiture		(1)		(21)		(1)		(10)
Costs related to change in place of incorporation		—		3		11		11
Other charges, net		5		8		2		9
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 27,		June 28,		June 27,		June 28,
	2025		2024		2025		2024

	(in millions)
Transportation Solutions	$	7	$	9	$	66	$	26
Industrial Solutions		3		7		31		31
Restructuring charges, net	$	10	$	16	$	97	$	57

Table of Contents

TE CONNECTIVITY PLC

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

Activity in our restructuring reserves was as follows:


	Balance at										Currency		Balance at
	September 27,				Changes in		Cash		Non-Cash		Translation		June 27,
	2024		Charges		Estimate		Payments		Items		and Other		2025

	(in millions)
Fiscal 2025 Actions:
Employee severance	$	—	$	77	$	—	$	(15)	$	—	$	5	$	67
Property, plant, and equipment		—		3		—		—		(3)		—		—
Total		—		80		—		(15)		(3)		5		67
Fiscal 2024 Actions:
Employee severance		72		2		(2)		(35)		—		1		38
Property, plant, and equipment		—		1		2		—		(3)		—		—
Total		72		3		—		(35)		(3)		1		38
Pre-Fiscal 2024 Actions:
Employee severance		186		11		(6)		(85)		—		(3)		103
Facility and other exit costs		15		8		—		(14)		—		—		9
Property, plant, and equipment		—		1		—		—		(1)		—		—
Total		201		20		(6)		(99)		(1)		(3)		112
Total Activity	$	273	$	103	$	(6)	$	(149)	$	(7)	$	3	$	217

Fiscal 2025 Actions

During fiscal 2025, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments. During the nine months ended June 27, 2025, we recorded restructuring charges of $80 million in connection with this program. We expect to complete all restructuring actions commenced during the nine months ended June 27, 2025 by the end of fiscal 2032 and to incur additional charges of approximately $15 million related primarily to facility exit costs in the Industrial Solutions segment.

Fiscal 2024 Actions

During fiscal 2024, we initiated a restructuring program to optimize our manufacturing footprint and improve the cost structure of the organization. In connection with this program, during the nine months ended June 27, 2025 and June 28, 2024, we recorded restructuring charges of $3 million and $24 million, respectively. We expect to complete all restructuring actions commenced during fiscal 2024 by the end of fiscal 2025 and anticipate that additional charges related to actions commenced during fiscal 2024 will be insignificant.

Pre-Fiscal 2024 Actions

During the 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 27,		September 27,
	2025		2024

	(in millions)
Accrued and other current liabilities	$	185	$	233
Other liabilities		32		40
Restructuring reserves	$	217	$	273

Divestiture

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

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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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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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 27,		September 27,
	2025		2024

	(in millions)
Raw materials	$	441	$	328
Work in progress		1,167		1,063
Finished goods		1,224		1,126
Inventories	$	2,832	$	2,517

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
Acquisitions and purchase accounting adjustments		—		1,345		1,345
Currency translation		27		78		105
June 27, 2025⁽²⁾	$	1,611	$	5,640	$	7,251

(1)

In connection with the reorganization of our segments, goodwill was reallocated to reporting units using a relative fair value approach. See Note 1 for additional information regarding our new segment structure.

(2)

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

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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 27, 2025						September 27, 2024
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount

	(in millions)
Customer relationships	$	3,036	$	(1,077)	$	1,959	$	1,901	$	(948)	$	953
Intellectual property		790		(478)		312		686		(481)		205
Other		23		(8)		15		23		(7)		16
Total	$	3,849	$	(1,563)	$	2,286	$	2,610	$	(1,436)	$	1,174

During the nine months ended June 27, 2025, the gross carrying amount of intangible assets increased by $1,120 million as a result of the acquisition of Richards Manufacturing. Intangible asset amortization expense was $52 million and $41 million for the quarters ended June 27, 2025 and June 28, 2024, respectively, and $132 million and $126 million for the nine months ended June 27, 2025 and June 28, 2024, respectively.

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


	(in millions)
Remainder of fiscal 2025	$	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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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

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

The notes issued during the quarter and nine months ended June 27, 2025 are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.

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

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

At September 27, 2024, TEGSA had $255 million of commercial paper outstanding at a weighted-average interest rate of 4.95%. TEGSA had no commercial paper outstanding at June 27, 2025.

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

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

8. Leases

The components of lease cost were as follows:


	For the				For the
	Quarters Ended				Nine Months Ended
	June 27,		June 28,		June 27,		June 28,
	2025		2024		2025		2024

	(in millions)
Operating lease cost	$	37	$	33	$	106	$	100
Variable lease cost		14		13		43		38
Total lease cost	$	51	$	46	$	149	$	138

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


	For the
	Nine Months Ended
	June 27,		June 28,
	2025		2024

	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases⁽¹⁾	$	108	$	105

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

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

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

9. Commitments and Contingencies

Legal Proceedings

In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, 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.

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 27, 2025, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $18 million to $44 million, and we accrued $21 million as the probable loss, which was the best estimate within this range. We believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows.

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 27, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $217 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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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

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

We also use a cross-currency swap program to hedge our net investment in certain foreign operations. The aggregate notional value of the contracts under this program was $5,665 million and $5,367 million at June 27, 2025 and September 27, 2024, respectively. Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 2.0% per annum and pay no interest. Upon the maturity of these contracts at various dates through fiscal 2029, we will pay the notional value of the contracts in the designated foreign currency and receive U.S. dollars from our counterparties. We are not required to provide collateral for these contracts.

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


	June 27,		September 27,
	2025		2024

	(in millions)
Prepaid expenses and other current assets	$	16	$	31
Other assets		9		11
Accrued and other current liabilities		108		51
Other liabilities		251		99

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


		For the			For the
		Quarters Ended			Nine Months Ended
	June 27,		June 28,		June 27,		June 28,
	2025		2024		2025		2024

	(in millions)
Foreign currency exchange gains (losses) on intercompany loans and external borrowings⁽¹⁾	$	(228)	$	29	$	(189)	$	7
Gains (losses) on cross-currency swap contracts designated as hedges of net investment⁽¹⁾		(336)		48		(158)		10

(1)	Recorded as currency translation, a component of accumulated other comprehensive income (loss), and offset by changes attributable to the translation of the net investment.

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

Commodity Hedges

As part of managing the exposure to certain commodity price fluctuations, we utilize commodity swap contracts. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in prices of commodities used in production. These contracts had an aggregate notional value of $527 million and $488 million at June 27, 2025 and September 27, 2024, respectively, and were designated as cash flow hedges. These commodity swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:


	June 27,		September 27,
	2025		2024

	(in millions)
Prepaid expenses and other current assets	$	74	$	52
Other assets		7		4
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 27,		June 28,		June 27,		June 28,
	2025		2024		2025		2024

	(in millions)
Gains recorded in other comprehensive income (loss)	$	7	$	23	$	59	$	62
Gains reclassified from accumulated other comprehensive income (loss) into cost of sales		16		8		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 27,		June 28,		June 27,		June 28,
	2025		2024		2025		2024

	(in millions)
Operating expense:
Service cost	$	7	$	6	$	1	$	2
Other (income) expense:
Interest cost		16		16		9		10
Expected returns on plan assets		(14)		(12)		(11)		(10)
Amortization of net actuarial loss		2		1		1		1
Amortization of prior service credit		(1)		(1)		—		—
Net periodic pension benefit cost	$	10	$	10	$	—	$	3

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


	Non-U.S. Plans				U.S. Plans
	For the				For the
	Nine Months Ended				Nine Months Ended
	June 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 million and $181 million for the quarters ended June 27, 2025 and June 28, 2024, respectively. We recorded income tax expense of $1,128 million and an income tax benefit of $778 million for the nine months ended June 27, 2025 and June 28, 2024, respectively. The income tax expense for the nine months ended June 27, 2025 included $574 million of income tax expense related to a net increase in the valuation allowance for certain deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024. See “Global Minimum Tax” below for additional information regarding the impact of guidance issued by the Organisation for Economic Co-operation and Development (“OECD”) in January 2025 on the ten-year tax credit obtained by a Swiss subsidiary. In addition, the income tax expense for nine months ended June 27, 2025 included $13 million of income tax expense related to the revaluation of deferred tax assets as a result of a decrease in the corporate tax rate in a non-U.S. jurisdiction. The income tax benefit for the nine months ended June 28, 2024 included an $874 million net income tax benefit associated with the same ten-year tax credit obtained by a Swiss subsidiary mentioned above and a $262 million income tax benefit related to the revaluation of deferred tax assets as a result of a corporate tax rate increase in Switzerland. In addition, the income tax benefit for the nine months ended June 28, 2024 included a $118 million income tax benefit associated with the tax impacts of a legal entity restructuring with related costs of $4 million recorded in selling, general, and administrative expenses for other non-income taxes.

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

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

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

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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 27,	June 28,	June 27,	June 28,
	2025	2024	2025	2024

	(in millions)
Basic	296	306	298	308
Dilutive impact of share-based compensation arrangements	2	2	2	2
Diluted	298	308	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 27,	June 28,	June 27,	June 28,
	2025	2024	2025	2024

	(in millions)
Antidilutive share options	1	1	1	1

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

Dividends

We paid cash dividends to shareholders as follows:

For the

Quarters Ended

Nine Months Ended

June 27,

June 28,

June 27,

June 28,

2025

2024

2025

2024

Dividends paid per ordinary/common share

0.71

0.65

2.01

1.83

In June 2025, our board of directors declared a regular quarterly dividend of $0.71 per ordinary share, payable on September 12, 2025, to shareholders of record on August 22, 2025. As a result of our change in place of incorporation, dividends on our ordinary shares, if any, are now declared on a quarterly basis by our board of directors, as provided by Irish law. Shareholder approval is no longer required. As an Irish company, dividends will be made from accumulated earnings as defined under accounting practices generally accepted in Ireland (“Irish GAAP”).

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 Months Ended
	June 27,		June 28,
	2025		2024

	(in millions)
Number of ordinary/common shares repurchased		6		9
Repurchase value	$	916	$	1,235

At June 27, 2025, we had $1.8 billion 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

Quarters Ended

Nine Months Ended

June 27,

June 28,

June 27,

TE Connectivity plc 10-Q