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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 December 27, 2024

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

001-33260

(Commission File Number)

Graphic

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

0.00% Senior Notes due 2025*

TEL/25

New York Stock Exchange

0.00% Senior Notes due 2029*

TEL/29

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 January 17, 2025 was 298,353,180.

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 Ended December 27, 2024 and December 29, 2023 (unaudited)

1

Condensed Consolidated Statements of Comprehensive Income for the Quarters Ended December 27, 2024 and December 29, 2023 (unaudited)

2

Condensed Consolidated Balance Sheets as of December 27, 2024 and September 27, 2024 (unaudited)

3

Condensed Consolidated Statements of Shareholders’ Equity for the Quarters Ended December 27 , 2024 and December 29, 2023 (unaudited)

4

Condensed Consolidated Statements of Cash Flows for the Quarters Ended December 27, 2024 and December 29, 2023 (unaudited)

5

Notes to Condensed Consolidated Financial Statements (unaudited)

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

32

Item 4.

Controls and Procedures

32

Part II.

Other Information

Item 1.

Legal Proceedings

33

Item 1A.

Risk Factors

33

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 5.

Other Information

34

Item 6.

Exhibits

35

Signatures

37

i

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions, except per share data)

Net sales

$

3,836

$

3,831

Cost of sales

 

2,476

 

2,507

Gross margin

 

1,360

 

1,324

Selling, general, and administrative expenses

 

427

424

Research, development, and engineering expenses

 

188

173

Acquisition and integration costs

 

5

8

Restructuring and other charges, net

 

50

21

Operating income

690

698

Interest income

23

22

Interest expense

 

(6)

(18)

Other expense, net

 

(1)

(3)

Income from continuing operations before income taxes

 

706

 

699

Income tax (expense) benefit

 

(178)

1,105

Income from continuing operations

 

528

 

1,804

Loss from discontinued operations, net of income taxes

 

(1)

Net income

$

528

$

1,803

Basic earnings per share:

Income from continuing operations

$

1.77

$

5.80

Net income

 

1.77

 

5.80

Diluted earnings per share:

Income from continuing operations

$

1.75

$

5.76

Net income

 

1.75

 

5.76

Weighted-average number of shares outstanding:

Basic

 

299

311

Diluted

 

301

313

See Notes to Condensed Consolidated Financial Statements.

1

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

For the

Quarters Ended

  

December 27,

    

December 29,

    

    

2024

    

2023

    

(in millions)

Net income

$

528

$

1,803

Other comprehensive income (loss):

Currency translation

 

(166)

163

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

 

(9)

(18)

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

 

(56)

28

Other comprehensive income (loss)

 

(231)

 

173

Comprehensive income

297

1,976

Less: comprehensive (income) loss attributable to noncontrolling interests

9

(4)

Comprehensive income attributable to TE Connectivity plc

$

306

$

1,972

See Notes to Condensed Consolidated Financial Statements.

2

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

December 27,

September 27,

    

2024

    

2024

    

(in millions, except share

data)

Assets

Current assets:

Cash and cash equivalents

$

1,254

$

1,319

Accounts receivable, net of allowance for doubtful accounts of $34 and $32, respectively

 

2,912

 

3,055

Inventories

 

2,619

 

2,517

Prepaid expenses and other current assets

 

734

 

740

Total current assets

 

7,519

 

7,631

Property, plant, and equipment, net

 

3,759

 

3,903

Goodwill

 

5,835

 

5,801

Intangible assets, net

 

1,177

 

1,174

Deferred income taxes

 

3,270

 

3,497

Other assets

 

881

 

848

Total assets

$

22,441

$

22,854

Liabilities, redeemable noncontrolling interests, and shareholders' equity

Current liabilities:

Short-term debt

$

920

$

871

Accounts payable

 

1,859

 

1,728

Accrued and other current liabilities

 

1,694

 

2,147

Total current liabilities

 

4,473

 

4,746

Long-term debt

 

3,285

 

3,332

Long-term pension and postretirement liabilities

 

778

 

810

Deferred income taxes

 

203

 

199

Income taxes

 

396

 

411

Other liabilities

 

773

 

870

Total liabilities

 

9,908

 

10,368

Commitments and contingencies (Note 9)

Redeemable noncontrolling interests

124

131

Shareholders' equity:

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

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

Ordinary shares, $0.01 par value, 1,500,000,000 shares authorized, 300,840,538 shares issued and common shares, CHF 0.57 par value, 316,574,781 shares authorized and issued, respectively

 

3

139

Accumulated earnings

 

12,933

 

14,533

Ordinary shares and common shares held in treasury, at cost, 2,074,979 and 16,656,681 shares, respectively

 

(310)

 

(2,322)

Accumulated other comprehensive income (loss)

 

(217)

 

5

Total shareholders' equity

 

12,409

 

12,355

Total liabilities, redeemable noncontrolling interests, and shareholders' equity

$

22,441

$

22,854

See Notes to Condensed Consolidated Financial Statements.

3

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

For the Quarter Ended December 27, 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

 

 

 

 

 

 

528

 

 

528

Other comprehensive loss

 

 

 

 

 

 

 

(222)

 

(222)

Share-based compensation expense

 

 

 

 

 

35

 

 

 

35

Exercise of share options

 

1

 

 

 

 

34

 

 

 

34

Restricted share award vestings and other activity

 

1

 

 

 

 

(69)

 

58

 

 

(11)

Repurchase of ordinary shares

 

 

 

(2)

 

(310)

 

 

 

 

(310)

Balance at December 27, 2024

301

$

3

 

(2)

$

(310)

$

$

12,933

$

(217)

$

12,409

For the Quarter Ended December 29, 2023

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

 

 

 

 

 

1,803

 

 

1,803

Other comprehensive income

 

 

 

 

 

 

 

169

 

169

Share-based compensation expense

 

 

 

 

 

34

 

 

 

34

Exercise of share options

 

 

 

 

11

 

 

 

 

11

Restricted share award vestings and other activity

 

 

 

 

94

 

(34)

 

(72)

 

 

(12)

Repurchase of common shares

 

 

 

(3)

 

(420)

 

 

 

 

(420)

Balance at December 29, 2023

322

$

142

 

(13)

$

(1,695)

$

$

14,678

$

11

$

13,136

See Notes to Condensed Consolidated Financial Statements.

4

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Cash flows from operating activities:

Net income

$

528

$

1,803

Loss from discontinued operations, net of income taxes

 

 

1

Income from continuing operations

 

528

 

1,804

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

Depreciation and amortization

 

186

 

194

Deferred income taxes

 

98

 

(1,217)

Non-cash lease cost

34

34

Provision for losses on accounts receivable and inventories

 

41

 

42

Share-based compensation expense

 

35

 

34

Other

 

12

 

40

Changes in assets and liabilities, net of the effects of acquisitions and divestitures:

Accounts receivable, net

 

146

 

127

Inventories

 

(118)

 

(282)

Prepaid expenses and other current assets

 

68

 

(48)

Accounts payable

 

150

 

128

Accrued and other current liabilities

 

(295)

 

(239)

Income taxes

 

30

 

12

Other

 

(37)

 

90

Net cash provided by operating activities

 

878

 

719

Cash flows from investing activities:

Capital expenditures

 

(205)

 

(151)

Proceeds from sale of property, plant, and equipment

 

1

 

2

Acquisition of businesses, net of cash acquired

 

(325)

 

(349)

Proceeds from divestiture of business, net of cash retained by business sold

38

Other

 

(8)

 

(8)

Net cash used in investing activities

 

(537)

 

(468)

Cash flows from financing activities:

Net increase (decrease) in commercial paper

 

90

 

(69)

Repayment of debt

 

 

(1)

Proceeds from exercise of share options

 

34

 

11

Repurchase of ordinary/common shares

 

(303)

 

(476)

Payment of ordinary/common share dividends to shareholders

 

(189)

 

(183)

Other

 

(27)

 

(27)

Net cash used in financing activities

 

(395)

 

(745)

Effect of currency translation on cash

 

(11)

 

3

Net decrease in cash, cash equivalents, and restricted cash

 

(65)

 

(491)

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

 

1,319

 

1,661

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

$

1,254

$

1,170

See Notes to Condensed Consolidated Financial Statements.

5

TE CONNECTIVITY PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The unaudited Condensed Consolidated Financial Statements of TE Connectivity plc (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and the instructions to Form 10-Q under the Securities Exchange Act of 1934. In management’s opinion, the unaudited Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period.

The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 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 fiscal 2025 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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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)

2. Restructuring and Other Charges, Net

Net restructuring and other charges consisted of the following:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Restructuring charges, net

$

43

$

9

Loss on divestiture

11

Costs related to change in place of incorporation

10

Other charges (credits), net

 

(3)

 

1

Restructuring and other charges, net

$

50

$

21

Restructuring Charges, Net

Net restructuring charges by segment were as follows:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Transportation Solutions

$

26

$

2

Industrial Solutions

 

17

 

7

Restructuring charges, net

$

43

$

9

Activity in our restructuring reserves was as follows:

Balance at

Balance at

  

September 27,

Changes in

Cash

Non-Cash

Currency

December 27,

    

2024

    

Charges

    

Estimate

    

Payments

    

Items

    

Translation

    

2024

    

(in millions)

Fiscal 2025 Actions:

Employee severance

$

$

27

$

$

$

$

$

27

Property, plant, and equipment

3

(3)

Total

30

(3)

27

Fiscal 2024 Actions:

Employee severance

72

2

(11)

(4)

59

Property, plant, and equipment

2

(2)

Total

72

2

2

(11)

(2)

(4)

59

Pre-Fiscal 2024 Actions:

Employee severance

186

9

(2)

(26)

(9)

158

Facility and other exit costs

15

1

(5)

(1)

10

Property, plant, and equipment

1

(1)

Total

201

11

(2)

(31)

(1)

(10)

168

Total Activity

$

273

$

43

$

$

(42)

$

(6)

$

(14)

$

254

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TE CONNECTIVITY PLC

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

Fiscal 2025 Actions

During fiscal 2025, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments. During the quarter ended December 27, 2024, we recorded restructuring charges of $30 million in connection with this program. We expect to complete all restructuring actions commenced during the quarter ended December 27, 2024 by the end of fiscal 2032 and to incur additional charges of approximately $10 million related primarily to facility exit costs in the Industrial Solutions segment.

Fiscal 2024 Actions

During fiscal 2024, we initiated a restructuring program to optimize our manufacturing footprint and improve the cost structure of the organization. In connection with this program, during the quarters ended December 27, 2024 and December 29, 2023, we recorded net restructuring charges of $4 million and $5 million, respectively. We expect to complete all restructuring actions commenced during fiscal 2024 by the end of fiscal 2025 and anticipate that additional charges related to actions commenced during fiscal 2024 will be insignificant.

Pre-Fiscal 2024 Actions

During the quarters ended December 27, 2024 and December 29, 2023, we recorded net restructuring charges of $9 million and $4 million, respectively, related to pre-fiscal 2024 actions. We expect to incur additional charges of approximately $10 million in connection with the restructuring actions commenced prior to fiscal 2024.

Total Restructuring Reserves

Restructuring reserves included on the Condensed Consolidated Balance Sheets were as follows:

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Accrued and other current liabilities

$

219

$

233

Other liabilities

 

35

 

40

Restructuring reserves

$

254

$

273

Divestiture

During the quarter ended December 29, 2023, we sold one business for net cash proceeds of $38 million. In connection with the divestiture, we recorded a pre-tax loss on sale of $11 million in the quarter ended December 29, 2023. The business sold was reported in our Transportation Solutions segment.

Change in Place of Incorporation

During the quarter ended December 27, 2024, we incurred costs of $10 million related to our change in place of incorporation from Switzerland to Ireland. See Note 1 for additional information regarding the change.

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

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

currently in process; therefore, the current allocation is subject to adjustment upon finalization of the valuations. The amount of these potential adjustments could be significant.

During the quarter ended December 29, 2023, we acquired approximately 98.7% of the outstanding shares of Schaffner Holding AG, a leader in electromagnetic solutions based in Switzerland, for CHF 505.00 per share in cash for a purchase price of CHF 302 million (equivalent to $349 million), net of cash acquired. The acquired business has been reported as part of our Industrial Solutions segment from the date of acquisition.

4. Inventories

Inventories consisted of the following:

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Raw materials

$

357

$

328

Work in progress

 

1,127

 

1,063

Finished goods

 

1,135

 

1,126

Inventories

$

2,619

$

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

225

225

Currency translation

 

(52)

 

(139)

 

(191)

December 27, 2024(2)

$

1,532

$

4,303

$

5,835

(1)In connection with the reorganization of our segments, goodwill was reallocated to reporting units using a relative fair value approach. See Note 1 for additional information regarding our new segment structure.
(2)At December 27, 2024 and September 27, 2024, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $3,091 million and $1,158 million, respectively.

During the quarter ended December 27, 2024, we recognized goodwill in the Industrial Solutions segment in connection with recent acquisitions. See Note 3 for additional information regarding acquisitions.

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TE CONNECTIVITY PLC

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

6. Intangible Assets, Net

Intangible assets consisted of the following:

December 27, 2024

September 27, 2024

    

Gross

    

    

Net

    

Gross

    

    

Net

Carrying

Accumulated

Carrying

Carrying

Accumulated

Carrying

Amount

Amortization

Amount

Amount

Amortization

Amount

    

(in millions)

Customer relationships

$

1,885

$

(927)

$

958

$

1,901

$

(948)

$

953

Intellectual property

634

(430)

204

686

(481)

205

Other

 

23

 

(8)

 

15

 

23

 

(7)

 

16

Total

$

2,542

$

(1,365)

$

1,177

$

2,610

$

(1,436)

$

1,174

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

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

    

(in millions)

  

Remainder of fiscal 2025

$

122

Fiscal 2026

157

Fiscal 2027

 

139

Fiscal 2028

 

106

Fiscal 2029

 

99

Fiscal 2030

 

91

Thereafter

 

463

Total

$

1,177

7. Debt

As of December 27, 2024, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, had $345 million of commercial paper outstanding at a weighted-average interest rate of 4.50%. TEGSA had $255 million of commercial paper outstanding at a weighted-average interest rate of 4.95% at September 27, 2024.

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

The fair value of our debt, based on indicative valuations, was approximately $4,126 million and $4,190 million at December 27, 2024 and September 27, 2024, respectively.

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TE CONNECTIVITY PLC

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

8. Leases

The components of lease cost were as follows:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

    

(in millions)

    

Operating lease cost

$

34

$

34

Variable lease cost

15

12

Total lease cost

$

49

$

46

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

    

(in millions)

    

Cash paid for amounts included in the measurement of lease liabilities:

Payments for operating leases(1)

$

35

$

34

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

30

70

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

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.

Trade Compliance Matters

We have been investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”). We are cooperating with the DDTC in its ongoing investigation. We are unable to predict the timing and final outcome of the agency’s investigation. An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties. Although we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigation into these matters has yet to be completed and the final outcome of such investigation and related fines and penalties may differ from amounts currently reserved.

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

11

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TE CONNECTIVITY PLC

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

required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods. As of December 27, 2024, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $18 million to $43 million, and we accrued $21 million as the probable loss, which was the best estimate within this range. We believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows.

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 December 27, 2024, we had outstanding letters of credit, letters of guarantee, and surety bonds of $185 million, including letters of credit of $22 million associated with our divestiture of the Subsea Communications business. In addition, as of December 27, 2024, we had $23 million of performance guarantees associated with the divestiture. We contractually agreed to continue to honor letters of credit and performance guarantees related to the business’ projects that existed as of the date of sale; however, based on historical experience, we do not anticipate having to perform on these guarantees.

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 $126 million and $105 million at December 27, 2024 and September 27, 2024, 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 $2,324 million and $2,417 million at December 27, 2024 and September 27, 2024, respectively.

We also use a cross-currency swap program to hedge our net investment in certain foreign operations. The aggregate notional value of the contracts under this program was $6,138 million and $5,367 million at December 27, 2024 and September 27, 2024, respectively. 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

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TE CONNECTIVITY PLC

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

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:

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Prepaid expenses and other current assets

$

125

$

31

Other assets

 

87

 

11

Accrued and other current liabilities

3

51

Other liabilities

3

99

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Foreign currency exchange gains (losses) on intercompany loans and external borrowings(1)

$

142

$

(107)

Gains (losses) on cross-currency swap contracts designated as hedges of net investment(1)

 

342

 

(125)

(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.

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 $481 million and $488 million at December 27, 2024 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:

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Prepaid expenses and other current assets

$

17

$

52

Other assets

 

 

4

Accrued and other current liabilities

16

1

Other liabilities

3

The impacts of our commodity swap contracts were as follows:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

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

$

(46)

$

26

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

14

(4)

13

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TE CONNECTIVITY PLC

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

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

December 27,

December 29,

December 27,

December 29,

    

2024

    

2023

    

2024

    

2023

    

(in millions)

Operating expense:

Service cost

$

8

$

7

$

2

$

2

Other (income) expense:

Interest cost

 

16

 

15

 

8

 

10

Expected returns on plan assets

 

(15)

 

(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

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

12. Income Taxes

We recorded income tax expense of $178 million and an income tax benefit of $1,105 million for the quarters ended December 27, 2024 and December 29, 2023, respectively. The income tax expense for the quarter ended December 27, 2024 included $13 million of income tax expense related to the revaluation of deferred tax assets as a result of a decrease in the corporate tax rate in a non-U.S. jurisdiction. The income tax benefit for the quarter ended December 29, 2023 included an $874 million net income tax benefit associated with a ten-year tax credit obtained by a Swiss subsidiary and a $262 million income tax benefit related to the revaluation of deferred tax assets as a result of a corporate tax rate increase in Switzerland. In addition, the income tax benefit for the quarter ended December 29, 2023 included a $118 million income tax benefit associated with the tax impacts of a legal entity restructuring with related costs of $4 million recorded in selling, general, and administrative expenses for other non-income taxes.

The Organisation for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward the enactment of a 15% global minimum corporate tax. More than 30 countries have thus far enacted global minimum tax legislation. Ireland has implemented elements of the OECD’s global minimum tax rules effective for us beginning in fiscal 2025. The global minimum tax is a significant structural change to the international taxation framework. We anticipate further legislative activity and administrative guidance throughout fiscal 2025. The legislation did not have a material impact on our cash taxes and income tax expense in the quarter ended December 27, 2024. We continue to monitor evolving tax legislation in the jurisdictions in which we operate.

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

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

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TE CONNECTIVITY PLC

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

We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Consolidated Balance Sheet as of December 27, 2024.

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

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Basic

299

311

Dilutive impact of share-based compensation arrangements

2

2

Diluted

301

313

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

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Antidilutive share options

 

1

2

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 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

15

Table of Contents

TE CONNECTIVITY PLC

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

shares were re-acquired and cancelled following the merger. No preferred shares and no ordinary class A shares were outstanding at December 27, 2024.

Our authorized share capital consisted of 1,500,000,000 ordinary shares with a par value of $0.01 per share, two preferred shares with a par value of $1.00 per share, and 25,000 ordinary class A shares with a par value of €1.00 per share as of December 27, 2024. The 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.

Dividends

We paid cash dividends to shareholders as follows:

For the

 

Quarters Ended

 

    

December 27,

    

December 29,

 

    

2024

    

2023

    

Dividends paid per ordinary/common share

$

0.65

$

0.59

Upon approval of a dividend payment, we record a liability with a corresponding charge to equity. At December 27, 2024 and September 27, 2024, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $194 million and $390 million, respectively.

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

Share Repurchase Program

During the quarter ended December 27, 2024, our board of directors authorized an increase of $2.5 billion in our share repurchase program. Ordinary/common shares repurchased under the share repurchase program were as follows:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Number of ordinary/common shares repurchased

 

2

 

3

Repurchase value

 

$

310

 

$

420

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

16

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TE CONNECTIVITY PLC

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

15. Share Plans

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Share-based compensation expense

 

$

35

 

$

34

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

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 December 27, 2024, we had 18 million shares available for issuance under the TE Connectivity plc 2024 Stock and Incentive Plan, amended and restated as of September 30, 2024.

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

    

 

31

%

    

Risk-free interest rate

 

4.5

%

Expected annual dividend per share

$

2.60

Expected life of options (in years)

 

5.3

16. Segment and Geographic Data

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

17

Table of Contents

TE CONNECTIVITY PLC

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

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Transportation Solutions:

Automotive

$

1,722

$

1,796

Commercial transportation

 

312

 

356

Sensors

 

209

 

241

Total Transportation Solutions

2,243

2,393

Industrial Solutions:

Automation and connected living

479

464

Aerospace, defense, and marine

 

334

 

290

Digital data networks

413

279

Energy

 

216

 

205

Medical

151

200

Total Industrial Solutions

1,593

1,438

Total

$

3,836

$

3,831

(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

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Europe/Middle East/Africa (“EMEA”):

Transportation Solutions

$

720

$

879

Industrial Solutions

 

509

 

532

Total EMEA

 

1,229

 

1,411

Asia–Pacific:

Transportation Solutions

1,097

1,015

Industrial Solutions

 

506

 

364

Total Asia–Pacific

 

1,603

 

1,379

Americas:

Transportation Solutions

426

499

Industrial Solutions

 

578

 

542

Total Americas

 

1,004

 

1,041

Total

$

3,836

$

3,831

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

18

Table of Contents

TE CONNECTIVITY PLC

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

Operating income by segment was as follows:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Transportation Solutions

$

446

$

487

Industrial Solutions

244

211

Total

$

690

$

698

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

Segment Assets

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Transportation Solutions

$

5,660

$

5,758

Industrial Solutions

 

3,630

 

3,717

Total segment assets(1)

 

9,290

 

9,475

Other current assets

 

1,988

 

2,059

Other non-current assets

 

11,163

 

11,320

Total assets

$

22,441

$

22,854

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

17. Subsequent Event

In January 2025, the OECD released new guidance for the 15% global minimum corporate tax. We expect this guidance to impact the realizability of certain net deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024. We are reviewing the new guidance and related interpretations and, while our assessment is not complete, it is probable that we will need to reduce those net deferred tax assets by approximately $600 million during the quarter ending March 28, 2025.

19

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 broad range of connectivity and sensor solutions enable the distribution of power, signal, and data to advance next-generation transportation, renewable energy, automated factories, data centers, medical technology, and more.

Change in Place of Incorporation

During the first quarter 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 fiscal 2025 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 in the first quarter of fiscal 2025 were consistent with sales levels in the first quarter of fiscal 2024 as sales growth in the Industrial Solutions segment was offset by sales declines in the Transportation Solutions segment. Also, on an organic basis, our net sales were flat in the first quarter of fiscal 2025 as compared to the same period of fiscal 2024.
Our net sales by segment were as follows:
Transportation Solutions—Our net sales decreased 6.3% in the first quarter of fiscal 2025 as a result of sales declines in all end markets.
Industrial Solutions—Our net sales increased 10.8% in the first quarter of fiscal 2025 primarily as a result of sales growth in the digital data networks and the aerospace, defense, and marine end markets, partially offset by sales declines in the medical end market.
Net cash provided by operating activities was $878 million in the first quarter of fiscal 2025.

20

Outlook

In the second quarter of fiscal 2025, we expect our net sales to be approximately $3.95 billion, as compared to $3.97 billion in the second quarter of fiscal 2024. Sales declines in the Transportation Solutions segment are expected to be largely offset by sales growth in the Industrial Solutions segment. In the second quarter of fiscal 2025, we expect diluted loss per share from continuing operations to be approximately $0.05 per share, which includes an approximate $1.87 per share impact associated with the tax matter discussed below. This outlook reflects the negative impact of foreign currency exchange rates on net sales and earnings per share of approximately $112 million and $0.01 per share, respectively, in the second quarter of fiscal 2025 as compared to the same period of fiscal 2024. Also, this outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels.

In January 2025, the Organisation for Economic Co-operation and Development released new guidance for the 15% global minimum corporate tax. We are reviewing the new guidance and related interpretations and, while our assessment is not complete, it is probable that we will need to reduce certain net deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary by approximately $600 million during the second quarter of fiscal 2025. See Note 17 to the Condensed Consolidated Financial Statements for additional information regarding the new guidance.

Acquisitions

During the first quarter of fiscal 2025, 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. 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

Quarters Ended

December 27,

December 29,

    

2024

    

    

2023

    

    

 

($ in millions)

 

Transportation Solutions

$

2,243

58

%  

$

2,393

62

%  

Industrial Solutions

 

1,593

 

42

 

1,438

 

38

Total

$

3,836

 

100

%  

$

3,831

 

100

%  

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

Change in Net Sales for the Quarter Ended December 27, 2024

versus Net Sales for the Quarter Ended December 29, 2023

Net Sales

Organic Net Sales

Acquisitions

Growth (Decline)

Growth (Decline)

Translation

(Divestiture)

    

($ in millions)

 

Transportation Solutions

$

(150)

 

(6.3)

%  

$

(126)

 

(5.2)

%  

$

(12)

$

(12)

Industrial Solutions

 

155

 

10.8

 

123

 

8.6

 

(6)

 

38

Total

$

5

 

0.1

%  

$

(3)

 

%  

$

(18)

$

26

Net sales were flat in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024 as the net positive impact of 0.6% from acquisitions and a divestiture was largely offset by the negative impact of foreign currency translation of 0.5% due to the weakening of certain foreign currencies. Price erosion adversely affected organic net sales by $12 million in the first quarter of fiscal 2025.

See further discussion of net sales below under “Segment Results.”

21

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.

Approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first quarter of fiscal 2025.

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

    

2023

    

    

($ in millions)

EMEA

$

1,229

32

%  

$

1,411

37

%  

Asia–Pacific

1,603

 

42

1,379

 

36

Americas

 

1,004

 

26

 

1,041

 

27

Total

$

3,836

 

100

%  

$

3,831

 

100

%  

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

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

Change in Net Sales for the Quarter Ended December 27, 2024

versus Net Sales for the Quarter Ended December 29, 2023

Net Sales

Organic Net Sales

Acquisitions

    

Growth (Decline)

    

Growth (Decline)

    

Translation

    

(Divestiture)

    

($ in millions)

 

EMEA

$

(182)

 

(12.9)

%  

$

(189)

 

(13.4)

%  

$

(4)

$

11

Asia–Pacific

224

16.2

216

15.7

(1)

9

Americas

 

(37)

 

(3.6)

 

(30)

 

(2.9)

 

(13)

 

6

Total

$

5

 

0.1

%  

$

(3)

 

%  

$

(18)

$

26

Cost of Sales and Gross Margin

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

    

2023

    

    

Change

    

($ in millions)

Cost of sales

$

2,476

$

2,507

$

(31)

As a percentage of net sales

 

64.5

%

 

65.4

%

 

  

Gross margin

$

1,360

$

1,324

$

36

As a percentage of net sales

 

35.5

%

 

34.6

%

 

  

Gross margin increased $36 million in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024 due primarily to higher volume partially offset by price erosion.

22

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

Quarters Ended

December 27,

December 29,

    

Measure

    

2024

    

2023

    

Copper

 

Lb.

$

4.09

$

3.87

 

Gold

 

Troy oz.

 

2,305

 

1,943

 

Silver

Troy oz.

27.75

23.15

Palladium

 

Troy oz.

 

1,144

 

1,500

 

We expect to purchase approximately 185 million pounds of copper, 95,000 troy ounces of gold, 2.0 million troy ounces of silver, and 9,000 troy ounces of palladium in fiscal 2025.

Operating Expenses

The following table presents operating expense information:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

    

2023

    

    

Change

    

($ in millions)

Selling, general, and administrative expenses

$

427

$

424

$

3

As a percentage of net sales

 

11.1

%

 

11.1

%

 

  

Restructuring and other charges, net

$

50

$

21

$

29

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, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments. We incurred net restructuring charges of $43 million during the first quarter of fiscal 2025. Annualized cost savings related to the fiscal 2025 actions commenced during the first quarter of fiscal 2025 are expected to be approximately $35 million and are expected to be fully realized by the end of fiscal 2026. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. For fiscal 2025, we expect total restructuring charges to be approximately $100 million and total cash spend, which will be funded with cash from operations, to be approximately $200 million.

During the first quarter of fiscal 2025, we incurred costs of $10 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.

23

Operating Income

The following table presents operating income and operating margin information:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

    

2023

    

    

Change

    

($ in millions)

Operating income

$

690

$

698

$

(8)

Operating margin

 

18.0

%

 

18.2

%

 

  

Operating income included the following:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Acquisition and integration costs

$

5

$

8

Restructuring and other charges, net

 

50

 

21

Taxes (non-income tax) recorded in selling, general, and administrative expenses

4

Total

$

55

$

33

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

Non-Operating Items

The following table presents select non-operating information:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

    

2023

    

    

Change

    

($ in millions)

Income tax expense (benefit)

$

178

$

(1,105)

$

1,283

Effective tax rate

 

25.2

%

 

(158.1)

%

 

  

Income Taxes. See Notes 12 and 17 to the Condensed Consolidated Financial Statements for discussion of income taxes.

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

Quarters Ended

December 27,

December 29,

    

2024

    

    

2023

    

    

($ in millions)

Automotive

$

1,722

    

77

%  

$

1,796

    

75

%  

Commercial transportation

 

312

 

14

 

356

 

15

Sensors

 

209

 

9

 

241

 

10

Total

$

2,243

 

100

%  

$

2,393

 

100

%  

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

24

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 December 27, 2024

versus Net Sales for the Quarter Ended December 29, 2023

    

Net Sales

    

Organic Net Sales

    

    

    

Decline

Decline

Translation

Divestiture

 

($ in millions)

 

Automotive

$

(74)

(4.1)

%  

$

(55)

(3.0)

%  

$

(7)

    

$

(12)

Commercial transportation

 

(44)

 

(12.4)

 

(41)

 

(11.6)

 

(3)

 

Sensors

 

(32)

 

(13.3)

 

(30)

 

(12.6)

 

(2)

 

Total

$

(150)

 

(6.3)

%  

$

(126)

 

(5.2)

%  

$

(12)

$

(12)

Net sales in the Transportation Solutions segment decreased $150 million, or 6.3%, in the first quarter of fiscal 2025 from the first quarter of fiscal 2024 due primarily to organic net sales declines of 5.2%. Our organic net sales by industry end market were as follows:

Automotive—Our organic net sales decreased 3.0% in the first quarter of fiscal 2025 as a result of declines of 17.2% in the EMEA region and 8.0% in the Americas region, partially offset by growth of 9.2% 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 was due to increased content per vehicle as well as vehicle production growth.
Commercial transportation—Our organic net sales decreased 11.6% in the first quarter of fiscal 2025 due primarily to declines in the EMEA and Americas regions.
Sensors—Our organic net sales decreased 12.6% in the first quarter of fiscal 2025 as a result of market weakness in both industrial and transportation applications.

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

Change

    

($ in millions)

Operating income

$

446

$

487

$

(41)

Operating margin

 

19.9

%

 

20.4

%

 

Operating income in the Transportation Solutions segment decreased $41 million in the first quarter of fiscal 2025 as compared to the same period of fiscal 2024. Excluding the items below, operating income decreased in the first quarter of fiscal 2025 primarily as a result of lower volume and price erosion, partially offset by improved manufacturing productivity.

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Restructuring and other charges, net

$

32

$

14

Taxes (non-income tax) recorded in selling, general, and administrative expenses

3

Total

$

32

$

17

25

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

Quarters Ended

December 27,

December 29,

    

2024

    

    

2023

    

    

($ in millions)

Automation and connected living

$

479

 

30

%  

$

464

 

33

%  

Aerospace, defense, and marine

334

21

290

20

Digital data networks

413

26

279

19

Energy

 

216

 

14

 

205

 

14

Medical

151

 

9

200

14

Total

$

1,593

 

100

%  

$

1,438

 

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 December 27, 2024

versus Net Sales for the Quarter Ended December 29, 2023

Net Sales

Organic Net Sales

    

Growth (Decline)

    

Growth (Decline)

    

Translation

    

Acquisitions

    

($ in millions)

 

Automation and connected living

$

15

 

3.2

%  

$

(21)

 

(4.5)

%  

$

(2)

$

38

Aerospace, defense, and marine

 

44

15.2

45

15.4

(1)

Digital data networks

134

48.0

134

48.0

Energy

11

 

5.4

 

14

 

6.8

 

(3)

 

Medical

 

(49)

 

(24.5)

 

(49)

 

(24.5)

 

 

Total

$

155

 

10.8

%  

$

123

 

8.6

%  

$

(6)

$

38

In the Industrial Solutions segment, net sales increased $155 million, or 10.8%, in the first quarter of fiscal 2025 as compared to the first quarter of fiscal 2024 due primarily to organic net sales growth of 8.6% and the positive impact of 2.6% from acquisitions. Our organic net sales by industry end market were as follows:

Automation and connected living—Our organic net sales decreased 4.5% in the first quarter of fiscal 2025 due to continued weakness in factory automation applications, partially offset by strength in the appliances market.
Aerospace, defense, and marine—Our organic net sales increased 15.4% in the first quarter of fiscal 2025 as a result of growth in all markets.
Digital data networks—Our organic net sales increased 48.0% in the first quarter of fiscal 2025 primarily as a result of growth in artificial intelligence and cloud applications.
Energy—Our organic net sales increased 6.8% in the first quarter of fiscal 2025 as a result of growth across all regions and strength in renewable energy applications.
Medical—Our organic net sales decreased 24.5% in the first quarter of fiscal 2025 due primarily to reduced demand resulting from inventory corrections in the supply chain.

26

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

Change

    

($ in millions)

Operating income

$

244

$

211

$

33

Operating margin

 

15.3

%

 

14.7

%

 

  

Operating income in the Industrial Solutions segment increased $33 million in the first quarter of fiscal 2025 as compared to the same period of fiscal 2024. Excluding the items below, operating income increased in the first quarter of fiscal 2025 primarily as a result of higher volume.

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Acquisition and integration costs

$

5

$

8

Restructuring and other charges, net

 

18

 

7

Taxes (non-income tax) recorded in selling, general, and administrative expenses

1

Total

$

23

$

16

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 payment of €550 million of 0.00% euro-denominated senior notes due in February 2025. We may use excess cash to purchase a portion of our ordinary shares pursuant to our authorized share repurchase program, to acquire product lines, to pay dividends on our ordinary shares, or to reduce our outstanding debt. We may also use excess cash and other funding to make strategic acquisitions. 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 quarter of fiscal 2025, net cash provided by operating activities increased $159 million to $878 million from $719 million in the first quarter of fiscal 2024. The increase resulted primarily from the impact of changes in working capital levels. The amount of income taxes paid, net of refunds, during the first quarters of fiscal 2025 and 2024 was $49 million and $100 million, respectively.

Cash Flows from Investing Activities

Capital expenditures were $205 million and $151 million in the first quarters of fiscal 2025 and 2024, respectively. We expect fiscal 2025 capital spending levels to be approximately 5% 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 quarter of fiscal 2025, we acquired two businesses for a combined cash purchase price of $325 million, net of cash acquired. We acquired one business for a cash purchase price of $349 million, net of cash acquired,

27

during the first quarter of fiscal 2024. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.

During the first quarter of fiscal 2024, we received net cash proceeds of $38 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 December 27, 2024 and September 27, 2024 was $4,205 million and $4,203 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt.

As of December 27, 2024, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, had $345 million of commercial paper outstanding at a weighted-average interest rate of 4.50%. TEGSA had $255 million of commercial paper outstanding at a weighted-average interest rate of 4.95% at September 27, 2024.

TEGSA has a five-year unsecured senior revolving credit facility (“Credit Facility”) with a maturity date of April 2029 and aggregate commitments of $1.5 billion. TEGSA had no borrowings under the Credit Facility at December 27, 2024 or September 27, 2024.

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 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 27, 2024, 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 $189 million and $183 million in the first quarters of fiscal 2025 and 2024, respectively.

During the first quarter of fiscal 2025, our board of directors authorized an increase of $2.5 billion in our share repurchase program. We repurchased approximately two million of our ordinary shares for $310 million and approximately three million of our common shares for $420 million under the share repurchase program during the first quarters of fiscal 2025 and 2024, respectively. At December 27, 2024, we had $2.4 billion of availability remaining under our share repurchase authorization.

28

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.

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Balance Sheet Data:

Total current assets

$

1,320

$

1,164

Total noncurrent assets(1)

 

2,678

 

2,377

Total current liabilities

 

1,272

 

1,362

Total noncurrent liabilities(2)

7,431

10,738

(1)Includes $2,596 million and $2,368 million as of December 27, 2024 and September 27, 2024, respectively, of intercompany loans receivable from non-guarantor subsidiaries.
(2)Includes $4,144 million and $7,309 million as of December 27, 2024 and September 27, 2024, respectively, of intercompany loans payable to non-guarantor subsidiaries.

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Statement of Operations Data:

Income (loss) from continuing operations

$

311

$

(271)

Net income (loss)

 

311

 

(271)

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 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.

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 December 27, 2024, we had outstanding letters of credit, letters of guarantee, and surety bonds of $185 million, including letters of credit of $22 million associated with our divestiture of the Subsea Communications business. In addition, as of December 27, 2024, we had $23 million of performance guarantees associated with the divestiture. We contractually agreed to continue to honor letters of credit and performance guarantees related to the business’ projects that existed as of the date of sale; however, based on historical experience, we do not anticipate having to perform on these guarantees.

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,

29

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.

Trade Compliance Matters

We have been investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”). We are cooperating with the DDTC in its ongoing investigation. We are unable to predict the timing and final outcome of the agency’s investigation. An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties. Although we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigation into these matters has yet to be completed and the final outcome of such investigation and related fines and penalties may differ from amounts currently reserved.

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 27, 2024. There were no significant changes to this information during the first quarter of fiscal 2025.

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.

30

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 27, 2024, 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;
risks associated with cybersecurity incidents and other disruptions to our information technology infrastructure, including as a result of artificial intelligence;

31

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, if adopted, 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 quarter of fiscal 2025. 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 27, 2024.

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 December 27, 2024. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 27, 2024.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 27, 2024, 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.

32

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments in our legal proceedings since we filed our Annual Report on Form 10-K for the fiscal year ended September 27, 2024. Refer to “Part I. Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024 for additional information regarding legal proceedings.

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 27, 2024. The risk factors described in our Annual Report on Form 10-K, in addition to other information 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.

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 December 27, 2024:

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)

    

September 28–October 25, 2024

657,447

$

146.94

657,447

$

148,014,421

October 26–November 29, 2024

 

757,106

 

151.12

 

757,106

 

2,533,598,970

November 30–December 27, 2024

 

660,426

 

149.15

 

660,426

 

2,435,099,211

Total

 

2,074,979

149.17

 

2,074,979

 

  

(1)During the quarter ended December 27, 2024, all purchases were open market purchases of ordinary shares, summarized on a trade-date basis, made in conjunction with the share repurchase program 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. During the quarter ended December 27, 2024, our board of directors authorized an increase of $2.5 billion in our share repurchase program. See Note 14 to the Condensed Consolidated Financial Statements for additional information regarding our share repurchase program.

33

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

In the quarter ended December 27, 2024, 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 27, 2024, 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 4, 2024 and expires November 4, 2025, and provides for the potential exercise and related sale of (i) stock options representing up to 25,000 ordinary shares, with such sale to occur no earlier than March 4, 2025, (ii) stock options representing up to 25,000 ordinary shares, with such sale to occur no earlier than June 2, 2025, and (iii) stock options representing up to 23,850 ordinary shares, with such sale to occur no earlier than September 2, 2025.
In the quarter ended December 27, 2024, Aaron Stucki, President, Transportation Solutions, adopted a plan for the sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Stucki’s plan was adopted November 27, 2024 and expires August 27, 2025, and provides for the potential exercise and related sale of (i) stock options representing up to 51,000 ordinary shares, with such sale to occur no earlier than February 27, 2025 and (ii) stock options representing up to 20,000 ordinary shares, with such sale to occur no earlier than February 28, 2025.

The trading plans described above were entered into during an open insider trading window and were in compliance with our insider trading policies and procedures. Actual sale transactions will be disclosed publicly in filings with the Securities and Exchange Commission (“SEC”) in accordance with applicable securities laws, rules, and regulations.

34

ITEM 6. EXHIBITS

Exhibit Number

Exhibit

3.1

Memorandum and Articles of Association of TE Connectivity plc, dated as of September 30, 2024 (incorporated by reference to Exhibit 3.1 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

10.1

TE Connectivity plc 2007 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) (incorporated by reference to Exhibit 10.7 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

10.2

TE Connectivity plc 2010 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) (incorporated by reference to Exhibit 10.9 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

10.3

TE Connectivity plc 2024 Stock and Incentive Plan (Amended and Restated as of September 30, 2024) (incorporated by reference to Exhibit 10.5 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

10.4

TE Connectivity plc Employee Stock Purchase Plan (Amended and Restated as of September 30, 2024) (incorporated by reference to Exhibit 10.6 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

10.5

Form of Option Award Terms and Conditions for Option Grants Beginning in November 2024 (incorporated by reference to Exhibit 10.10 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

10.6

Form of Restricted Stock Unit Award Terms and Conditions for RSU Grants Beginning in November 2024 (incorporated by reference to Exhibit 10.11 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

10.7

Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in and After Fiscal Year 2024 (incorporated by reference to Exhibit 10.12 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

10.8

TE Connectivity plc Savings Related Share Plan (Amended and Restated as of September 30, 2024) (incorporated by reference to Exhibit 10.8 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

10.9

Form of Deed of Indemnification for directors and executive officers of TE Connectivity plc (incorporated by reference to Exhibit 10.2 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

10.10

Form of Indemnification for directors and executive officers of TE Connectivity plc (incorporated by reference to Exhibit 10.3 of TE Connectivity’s Current Report on Form 8-K, filed with the SEC on September 30, 2024)

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)

Management contract or compensatory plan or arrangement

35

*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

36

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: January 24, 2025

37

Exhibit 22.1

GUARANTEED SECURITIES

Set forth below are registered securities issued by Tyco Electronics Group S.A. (“TEGSA”) and guaranteed by TEGSA’s parent, TE Connectivity Switzerland Ltd., and its parent, TE Connectivity plc, as of December 27, 2024.

Description of securities

0.00% euro-denominated senior notes due 2025

4.50% senior notes due 2026

3.70% senior notes due 2026

3.125% senior notes due 2027

0.00% euro-denominated senior notes due 2029

4.625% senior notes due 2030

2.50% senior notes due 2032

7.125% senior notes due 2037


Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Terrence R. Curtin, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of TE Connectivity plc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 24, 2025

/s/ Terrence R. Curtin

Terrence R. Curtin

Chief Executive Officer


Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Heath A. Mitts, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of TE Connectivity plc;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 24, 2025

/s/ Heath A. Mitts

Heath A. Mitts

Executive Vice President and Chief Financial Officer


Exhibit 32.1

TE CONNECTIVITY PLC

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officers of TE Connectivity plc (the “Company”) hereby certify to their knowledge that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2024 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Terrence R. Curtin

Terrence R. Curtin

Chief Executive Officer

January 24, 2025

/s/ Heath A. Mitts

Heath A. Mitts

Executive Vice President and Chief Financial Officer

January 24, 2025


v3.24.4
Document and Entity Information - shares
3 Months Ended
Dec. 27, 2024
Jan. 17, 2025
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 27, 2024  
Document Transition Report false  
Securities Act File Number 001-33260  
Entity Registrant Name TE CONNECTIVITY PLC  
Entity Central Index Key 0001385157  
Entity Incorporation, State or Country Code L2  
Entity Tax Identification Number 98-1779916  
Country Region +353  
City Area Code 91  
Local Phone Number 378 040  
Entity Address, Address Line One Parkmore Business Park West  
Entity Address, Address Line Two Parkmore  
Entity Address, Postal Zip Code H91VN2T  
Entity Address, City or Town Galway  
Entity Address, Country IE  
Amendment Flag false  
Current Fiscal Year End Date --09-26  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   298,353,180
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Ordinary Shares    
Title of 12(b) Security Ordinary Shares, Par Value $0.01  
Trading Symbol TEL  
Security Exchange Name NYSE  
0.00% Senior Notes due 2025    
Title of 12(b) Security 0.00% Senior Notes due 2025*  
Trading Symbol TEL/25  
Security Exchange Name NYSE  
0.00% Senior Notes due 2029    
Title of 12(b) Security 0.00% Senior Notes due 2029*  
Trading Symbol TEL/29  
Security Exchange Name NYSE  
v3.24.4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS    
Net sales $ 3,836 $ 3,831
Cost of sales 2,476 2,507
Gross margin 1,360 1,324
Selling, general, and administrative expenses 427 424
Research, development, and engineering expenses 188 173
Acquisition and integration costs 5 8
Restructuring and other charges, net 50 21
Operating income 690 698
Interest income 23 22
Interest expense (6) (18)
Other expense, net (1) (3)
Income from continuing operations before income taxes 706 699
Income tax (expense) benefit (178) 1,105
Income from continuing operations 528 1,804
Loss from discontinued operations, net of income taxes   (1)
Net income $ 528 $ 1,803
Basic earnings per share:    
Income from continuing operations (in dollars per share) $ 1.77 $ 5.8
Net income (in dollars per share) 1.77 5.8
Diluted earnings per share:    
Income from continuing operations (in dollars per share) 1.75 5.76
Net income (in dollars per share) $ 1.75 $ 5.76
Weighted-average number of shares outstanding:    
Basic (in shares) 299 311
Diluted (in shares) 301 313
v3.24.4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME    
Net income $ 528 $ 1,803
Other comprehensive income (loss):    
Currency translation (166) 163
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes (9) (18)
Gains (losses) on cash flow hedges, net of income taxes (56) 28
Other comprehensive income (loss) (231) 173
Comprehensive income 297 1,976
Less: comprehensive (income) loss attributable to noncontrolling interests 9 (4)
Comprehensive income attributable to TE Connectivity plc $ 306 $ 1,972
v3.24.4
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Dec. 27, 2024
Sep. 27, 2024
Current assets:    
Cash and cash equivalents $ 1,254 $ 1,319
Accounts receivable, net of allowance for doubtful accounts of $34 and $32, respectively 2,912 3,055
Inventories 2,619 2,517
Prepaid expenses and other current assets 734 740
Total current assets 7,519 7,631
Property, plant, and equipment, net 3,759 3,903
Goodwill 5,835 5,801
Intangible assets, net 1,177 1,174
Deferred income taxes 3,270 3,497
Other assets 881 848
Total assets 22,441 22,854
Current liabilities:    
Short-term debt 920 871
Accounts payable 1,859 1,728
Accrued and other current liabilities 1,694 2,147
Total current liabilities 4,473 4,746
Long-term debt 3,285 3,332
Long-term pension and postretirement liabilities 778 810
Deferred income taxes 203 199
Income taxes 396 411
Other liabilities 773 870
Total liabilities 9,908 10,368
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests 124 131
Shareholders' equity:    
Preferred shares, $1.00 par value, 2 shares authorized, none outstanding as of December 27, 2024
Ordinary/Common shares 3 139
Accumulated earnings 12,933 14,533
Ordinary shares and common shares held in treasury, at cost, 2,074,979 and 16,656,681 shares, respectively (310) (2,322)
Accumulated other comprehensive income (loss) (217) 5
Total shareholders' equity 12,409 12,355
Total liabilities, redeemable noncontrolling interests, and shareholders' equity 22,441 22,854
Ordinary class A    
Shareholders' equity:    
Ordinary/Common shares
v3.24.4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)
$ in Millions
Dec. 27, 2024
USD ($)
$ / shares
shares
Sep. 27, 2024
USD ($)
shares
Accounts receivable, allowance for doubtful accounts (in dollars) | $ $ 34 $ 32
Preferred shares, par value (in currency per share) | $ / shares $ 1  
Preferred shares, shares authorized 2  
Preferred shares, shares outstanding 0  
Ordinary shares, par value (in currency per share) | (per share) $ 0.01  
Ordinary shares, shares authorized 1,500,000,000 316,574,781
Ordinary shares, shares issued 300,840,538 316,574,781
Ordinary shares and common shares held in treasury 2,074,979 16,656,681
Ordinary class A    
Ordinary shares, shares authorized 25,000  
Ordinary shares, shares outstanding 0  
v3.24.4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)
$ in Millions
Common/Ordinary Shares
Common/Ordinary Shares Held in Treasury
Contributed Surplus
Accumulated Earnings
Accumulated Other Comprehensive Income (Loss)
Total
Balance at Sep. 29, 2023 $ 142 $ (1,380)   $ 12,947 $ (158) $ 11,551
Balance (in shares) at Sep. 29, 2023 322,000,000          
Ordinary Shares Held in Treasury (in shares) at Sep. 29, 2023   (10,000,000)        
Increase (Decrease) in Shareholders' Equity:            
Net income       1,803   1,803
Other comprehensive (loss) income         169 169
Share-based compensation expense     $ 34     34
Exercise of share options   $ 11       11
Restricted share award vestings and other activity   94 (34) (72)   (12)
Repurchase of ordinary/common shares   $ (420)       $ (420)
Repurchase of ordinary/common shares (in shares)   (3,000,000)       (3,000,000)
Balance at Dec. 29, 2023 $ 142 $ (1,695)   14,678 11 $ 13,136
Ordinary Shares Held in Treasury (in shares) at Dec. 29, 2023   (13,000,000)        
Balance (in shares) at Dec. 29, 2023 322,000,000          
Balance at Sep. 27, 2024 $ 139 $ (2,322)   14,533 5 $ 12,355
Balance (in shares) at Sep. 27, 2024 316,000,000          
Ordinary Shares Held in Treasury (in shares) at Sep. 27, 2024   (17,000,000)       16,656,681
Increase (Decrease) in Shareholders' Equity:            
Change in place of incorporation $ (136)     136    
Cancellation of treasury shares   $ 2,322   (2,322)    
Cancellation of treasury shares (in shares) (17,000,000) 17,000,000        
Net income       528   $ 528
Other comprehensive (loss) income         (222) (222)
Share-based compensation expense     35     35
Exercise of share options     34     34
Exercise of share options (in shares) 1,000,000          
Restricted share award vestings and other activity     $ (69) 58   (11)
Restricted share award vestings and other activity (in shares) 1,000,000          
Repurchase of ordinary/common shares   $ (310)       $ (310)
Repurchase of ordinary/common shares (in shares)   (2,000,000)       (2,000,000)
Balance at Dec. 27, 2024 $ 3 $ (310)   $ 12,933 $ (217) $ 12,409
Ordinary Shares Held in Treasury (in shares) at Dec. 27, 2024   (2,000,000)       2,074,979
Balance (in shares) at Dec. 27, 2024 301,000,000          
v3.24.4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Cash flows from operating activities:    
Net income $ 528 $ 1,803
Loss from discontinued operations, net of income taxes   1
Income from continuing operations 528 1,804
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:    
Depreciation and amortization 186 194
Deferred income taxes 98 (1,217)
Non-cash lease cost 34 34
Provision for losses on accounts receivable and inventories 41 42
Share-based compensation expense 35 34
Other 12 40
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:    
Accounts receivable, net 146 127
Inventories (118) (282)
Prepaid expenses and other current assets 68 (48)
Accounts payable 150 128
Accrued and other current liabilities (295) (239)
Income taxes 30 12
Other (37) 90
Net cash provided by operating activities 878 719
Cash flows from investing activities:    
Capital expenditures (205) (151)
Proceeds from sale of property, plant, and equipment 1 2
Acquisition of businesses, net of cash acquired (325) (349)
Proceeds from divestiture of business, net of cash retained by business sold   38
Other (8) (8)
Net cash used in investing activities (537) (468)
Cash flows from financing activities:    
Net increase (decrease) in commercial paper 90 (69)
Repayment of debt   (1)
Proceeds from exercise of share options 34 11
Repurchase of ordinary/common shares (303) (476)
Payment of ordinary/common share dividends to shareholders (189) (183)
Other (27) (27)
Net cash used in financing activities (395) (745)
Effect of currency translation on cash (11) 3
Net decrease in cash, cash equivalents, and restricted cash (65) (491)
Cash, cash equivalents, and restricted cash at beginning of period 1,319 1,661
Cash, cash equivalents, and restricted cash at end of period $ 1,254 $ 1,170
v3.24.4
Basis of Presentation
3 Months Ended
Dec. 27, 2024
Basis of Presentation  
Basis of Presentation

1. Basis of Presentation

The unaudited Condensed Consolidated Financial Statements of TE Connectivity plc (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and the instructions to Form 10-Q under the Securities Exchange Act of 1934. In management’s opinion, the unaudited Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period.

The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 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 fiscal 2025 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.

v3.24.4
Restructuring and Other Charges, Net
3 Months Ended
Dec. 27, 2024
Restructuring and Other Charges, Net  
Restructuring and Other Charges, Net

2. Restructuring and Other Charges, Net

Net restructuring and other charges consisted of the following:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Restructuring charges, net

$

43

$

9

Loss on divestiture

11

Costs related to change in place of incorporation

10

Other charges (credits), net

 

(3)

 

1

Restructuring and other charges, net

$

50

$

21

Restructuring Charges, Net

Net restructuring charges by segment were as follows:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Transportation Solutions

$

26

$

2

Industrial Solutions

 

17

 

7

Restructuring charges, net

$

43

$

9

Activity in our restructuring reserves was as follows:

Balance at

Balance at

  

September 27,

Changes in

Cash

Non-Cash

Currency

December 27,

    

2024

    

Charges

    

Estimate

    

Payments

    

Items

    

Translation

    

2024

    

(in millions)

Fiscal 2025 Actions:

Employee severance

$

$

27

$

$

$

$

$

27

Property, plant, and equipment

3

(3)

Total

30

(3)

27

Fiscal 2024 Actions:

Employee severance

72

2

(11)

(4)

59

Property, plant, and equipment

2

(2)

Total

72

2

2

(11)

(2)

(4)

59

Pre-Fiscal 2024 Actions:

Employee severance

186

9

(2)

(26)

(9)

158

Facility and other exit costs

15

1

(5)

(1)

10

Property, plant, and equipment

1

(1)

Total

201

11

(2)

(31)

(1)

(10)

168

Total Activity

$

273

$

43

$

$

(42)

$

(6)

$

(14)

$

254

Fiscal 2025 Actions

During fiscal 2025, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments. During the quarter ended December 27, 2024, we recorded restructuring charges of $30 million in connection with this program. We expect to complete all restructuring actions commenced during the quarter ended December 27, 2024 by the end of fiscal 2032 and to incur additional charges of approximately $10 million related primarily to facility exit costs in the Industrial Solutions segment.

Fiscal 2024 Actions

During fiscal 2024, we initiated a restructuring program to optimize our manufacturing footprint and improve the cost structure of the organization. In connection with this program, during the quarters ended December 27, 2024 and December 29, 2023, we recorded net restructuring charges of $4 million and $5 million, respectively. We expect to complete all restructuring actions commenced during fiscal 2024 by the end of fiscal 2025 and anticipate that additional charges related to actions commenced during fiscal 2024 will be insignificant.

Pre-Fiscal 2024 Actions

During the quarters ended December 27, 2024 and December 29, 2023, we recorded net restructuring charges of $9 million and $4 million, respectively, related to pre-fiscal 2024 actions. We expect to incur additional charges of approximately $10 million in connection with the restructuring actions commenced prior to fiscal 2024.

Total Restructuring Reserves

Restructuring reserves included on the Condensed Consolidated Balance Sheets were as follows:

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Accrued and other current liabilities

$

219

$

233

Other liabilities

 

35

 

40

Restructuring reserves

$

254

$

273

Divestiture

During the quarter ended December 29, 2023, we sold one business for net cash proceeds of $38 million. In connection with the divestiture, we recorded a pre-tax loss on sale of $11 million in the quarter ended December 29, 2023. The business sold was reported in our Transportation Solutions segment.

Change in Place of Incorporation

During the quarter ended December 27, 2024, we incurred costs of $10 million related to our change in place of incorporation from Switzerland to Ireland. See Note 1 for additional information regarding the change.

v3.24.4
Acquisitions
3 Months Ended
Dec. 27, 2024
Acquisitions  
Acquisitions

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

currently in process; therefore, the current allocation is subject to adjustment upon finalization of the valuations. The amount of these potential adjustments could be significant.

During the quarter ended December 29, 2023, we acquired approximately 98.7% of the outstanding shares of Schaffner Holding AG, a leader in electromagnetic solutions based in Switzerland, for CHF 505.00 per share in cash for a purchase price of CHF 302 million (equivalent to $349 million), net of cash acquired. The acquired business has been reported as part of our Industrial Solutions segment from the date of acquisition.

v3.24.4
Inventories
3 Months Ended
Dec. 27, 2024
Inventories  
Inventories

4. Inventories

Inventories consisted of the following:

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Raw materials

$

357

$

328

Work in progress

 

1,127

 

1,063

Finished goods

 

1,135

 

1,126

Inventories

$

2,619

$

2,517

v3.24.4
Goodwill
3 Months Ended
Dec. 27, 2024
Goodwill.  
Goodwill

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

225

225

Currency translation

 

(52)

 

(139)

 

(191)

December 27, 2024(2)

$

1,532

$

4,303

$

5,835

(1)In connection with the reorganization of our segments, goodwill was reallocated to reporting units using a relative fair value approach. See Note 1 for additional information regarding our new segment structure.
(2)At December 27, 2024 and September 27, 2024, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $3,091 million and $1,158 million, respectively.

During the quarter ended December 27, 2024, we recognized goodwill in the Industrial Solutions segment in connection with recent acquisitions. See Note 3 for additional information regarding acquisitions.

v3.24.4
Intangible Assets, Net
3 Months Ended
Dec. 27, 2024
Intangible Assets, Net  
Intangible Assets, Net

6. Intangible Assets, Net

Intangible assets consisted of the following:

December 27, 2024

September 27, 2024

    

Gross

    

    

Net

    

Gross

    

    

Net

Carrying

Accumulated

Carrying

Carrying

Accumulated

Carrying

Amount

Amortization

Amount

Amount

Amortization

Amount

    

(in millions)

Customer relationships

$

1,885

$

(927)

$

958

$

1,901

$

(948)

$

953

Intellectual property

634

(430)

204

686

(481)

205

Other

 

23

 

(8)

 

15

 

23

 

(7)

 

16

Total

$

2,542

$

(1,365)

$

1,177

$

2,610

$

(1,436)

$

1,174

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

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

    

(in millions)

  

Remainder of fiscal 2025

$

122

Fiscal 2026

157

Fiscal 2027

 

139

Fiscal 2028

 

106

Fiscal 2029

 

99

Fiscal 2030

 

91

Thereafter

 

463

Total

$

1,177

v3.24.4
Debt
3 Months Ended
Dec. 27, 2024
Debt  
Debt

7. Debt

As of December 27, 2024, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, had $345 million of commercial paper outstanding at a weighted-average interest rate of 4.50%. TEGSA had $255 million of commercial paper outstanding at a weighted-average interest rate of 4.95% at September 27, 2024.

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

The fair value of our debt, based on indicative valuations, was approximately $4,126 million and $4,190 million at December 27, 2024 and September 27, 2024, respectively.

v3.24.4
Leases
3 Months Ended
Dec. 27, 2024
Leases  
Leases

8. Leases

The components of lease cost were as follows:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

    

(in millions)

    

Operating lease cost

$

34

$

34

Variable lease cost

15

12

Total lease cost

$

49

$

46

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

    

(in millions)

    

Cash paid for amounts included in the measurement of lease liabilities:

Payments for operating leases(1)

$

35

$

34

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

30

70

(1)These payments are included in cash flows from operating activities, primarily in changes in accrued and other current liabilities.
v3.24.4
Commitments and Contingencies
3 Months Ended
Dec. 27, 2024
Commitments and Contingencies.  
Commitments and Contingencies

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.

Trade Compliance Matters

We have been investigating our past compliance with relevant U.S. trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”). We are cooperating with the DDTC in its ongoing investigation. We are unable to predict the timing and final outcome of the agency’s investigation. An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties. Although we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigation into these matters has yet to be completed and the final outcome of such investigation and related fines and penalties may differ from amounts currently reserved.

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 December 27, 2024, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $18 million to $43 million, and we accrued $21 million as the probable loss, which was the best estimate within this range. We believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows.

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 December 27, 2024, we had outstanding letters of credit, letters of guarantee, and surety bonds of $185 million, including letters of credit of $22 million associated with our divestiture of the Subsea Communications business. In addition, as of December 27, 2024, we had $23 million of performance guarantees associated with the divestiture. We contractually agreed to continue to honor letters of credit and performance guarantees related to the business’ projects that existed as of the date of sale; however, based on historical experience, we do not anticipate having to perform on these guarantees.

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

v3.24.4
Financial Instruments
3 Months Ended
Dec. 27, 2024
Financial Instruments  
Financial Instruments

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 $2,324 million and $2,417 million at December 27, 2024 and September 27, 2024, respectively.

We also use a cross-currency swap program to hedge our net investment in certain foreign operations. The aggregate notional value of the contracts under this program was $6,138 million and $5,367 million at December 27, 2024 and September 27, 2024, respectively. 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:

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Prepaid expenses and other current assets

$

125

$

31

Other assets

 

87

 

11

Accrued and other current liabilities

3

51

Other liabilities

3

99

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Foreign currency exchange gains (losses) on intercompany loans and external borrowings(1)

$

142

$

(107)

Gains (losses) on cross-currency swap contracts designated as hedges of net investment(1)

 

342

 

(125)

(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.

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 $481 million and $488 million at December 27, 2024 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:

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Prepaid expenses and other current assets

$

17

$

52

Other assets

 

 

4

Accrued and other current liabilities

16

1

Other liabilities

3

The impacts of our commodity swap contracts were as follows:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

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

$

(46)

$

26

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

14

(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.

v3.24.4
Retirement Plans
3 Months Ended
Dec. 27, 2024
Retirement Plans  
Retirement Plans

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

December 27,

December 29,

December 27,

December 29,

    

2024

    

2023

    

2024

    

2023

    

(in millions)

Operating expense:

Service cost

$

8

$

7

$

2

$

2

Other (income) expense:

Interest cost

 

16

 

15

 

8

 

10

Expected returns on plan assets

 

(15)

 

(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

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

v3.24.4
Income Taxes
3 Months Ended
Dec. 27, 2024
Income Taxes  
Income Taxes

12. Income Taxes

We recorded income tax expense of $178 million and an income tax benefit of $1,105 million for the quarters ended December 27, 2024 and December 29, 2023, respectively. The income tax expense for the quarter ended December 27, 2024 included $13 million of income tax expense related to the revaluation of deferred tax assets as a result of a decrease in the corporate tax rate in a non-U.S. jurisdiction. The income tax benefit for the quarter ended December 29, 2023 included an $874 million net income tax benefit associated with a ten-year tax credit obtained by a Swiss subsidiary and a $262 million income tax benefit related to the revaluation of deferred tax assets as a result of a corporate tax rate increase in Switzerland. In addition, the income tax benefit for the quarter ended December 29, 2023 included a $118 million income tax benefit associated with the tax impacts of a legal entity restructuring with related costs of $4 million recorded in selling, general, and administrative expenses for other non-income taxes.

The Organisation for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward the enactment of a 15% global minimum corporate tax. More than 30 countries have thus far enacted global minimum tax legislation. Ireland has implemented elements of the OECD’s global minimum tax rules effective for us beginning in fiscal 2025. The global minimum tax is a significant structural change to the international taxation framework. We anticipate further legislative activity and administrative guidance throughout fiscal 2025. The legislation did not have a material impact on our cash taxes and income tax expense in the quarter ended December 27, 2024. We continue to monitor evolving tax legislation in the jurisdictions in which we operate.

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

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

We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Consolidated Balance Sheet as of December 27, 2024.

v3.24.4
Earnings Per Share
3 Months Ended
Dec. 27, 2024
Earnings Per Share  
Earnings Per Share

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

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Basic

299

311

Dilutive impact of share-based compensation arrangements

2

2

Diluted

301

313

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

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Antidilutive share options

 

1

2

v3.24.4
Shareholders' Equity
3 Months Ended
Dec. 27, 2024
Shareholders' Equity  
Shareholders' Equity

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 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 December 27, 2024.

Our authorized share capital consisted of 1,500,000,000 ordinary shares with a par value of $0.01 per share, two preferred shares with a par value of $1.00 per share, and 25,000 ordinary class A shares with a par value of €1.00 per share as of December 27, 2024. The 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.

Dividends

We paid cash dividends to shareholders as follows:

For the

 

Quarters Ended

 

    

December 27,

    

December 29,

 

    

2024

    

2023

    

Dividends paid per ordinary/common share

$

0.65

$

0.59

Upon approval of a dividend payment, we record a liability with a corresponding charge to equity. At December 27, 2024 and September 27, 2024, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $194 million and $390 million, respectively.

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

Share Repurchase Program

During the quarter ended December 27, 2024, our board of directors authorized an increase of $2.5 billion in our share repurchase program. Ordinary/common shares repurchased under the share repurchase program were as follows:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Number of ordinary/common shares repurchased

 

2

 

3

Repurchase value

 

$

310

 

$

420

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

v3.24.4
Share Plans
3 Months Ended
Dec. 27, 2024
Share Plans  
Share Plans

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

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Share-based compensation expense

 

$

35

 

$

34

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

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 December 27, 2024, we had 18 million shares available for issuance under the TE Connectivity plc 2024 Stock and Incentive Plan, amended and restated as of September 30, 2024.

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

    

 

31

%

    

Risk-free interest rate

 

4.5

%

Expected annual dividend per share

$

2.60

Expected life of options (in years)

 

5.3

v3.24.4
Segment and Geographic Data
3 Months Ended
Dec. 27, 2024
Segment and Geographic Data  
Segment and Geographic Data

16. Segment and Geographic Data

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

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

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Transportation Solutions:

Automotive

$

1,722

$

1,796

Commercial transportation

 

312

 

356

Sensors

 

209

 

241

Total Transportation Solutions

2,243

2,393

Industrial Solutions:

Automation and connected living

479

464

Aerospace, defense, and marine

 

334

 

290

Digital data networks

413

279

Energy

 

216

 

205

Medical

151

200

Total Industrial Solutions

1,593

1,438

Total

$

3,836

$

3,831

(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

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Europe/Middle East/Africa (“EMEA”):

Transportation Solutions

$

720

$

879

Industrial Solutions

 

509

 

532

Total EMEA

 

1,229

 

1,411

Asia–Pacific:

Transportation Solutions

1,097

1,015

Industrial Solutions

 

506

 

364

Total Asia–Pacific

 

1,603

 

1,379

Americas:

Transportation Solutions

426

499

Industrial Solutions

 

578

 

542

Total Americas

 

1,004

 

1,041

Total

$

3,836

$

3,831

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

Operating income by segment was as follows:

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Transportation Solutions

$

446

$

487

Industrial Solutions

244

211

Total

$

690

$

698

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

Segment Assets

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Transportation Solutions

$

5,660

$

5,758

Industrial Solutions

 

3,630

 

3,717

Total segment assets(1)

 

9,290

 

9,475

Other current assets

 

1,988

 

2,059

Other non-current assets

 

11,163

 

11,320

Total assets

$

22,441

$

22,854

(1)Segment assets are composed of accounts receivable, inventories, and net property, plant, and equipment.
v3.24.4
Subsequent Event
3 Months Ended
Dec. 27, 2024
Subsequent Event.  
Subsequent Event

17. Subsequent Event

In January 2025, the OECD released new guidance for the 15% global minimum corporate tax. We expect this guidance to impact the realizability of certain net deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024. We are reviewing the new guidance and related interpretations and, while our assessment is not complete, it is probable that we will need to reduce those net deferred tax assets by approximately $600 million during the quarter ending March 28, 2025.

v3.24.4
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ 528 $ 1,803
v3.24.4
Insider Trading Arrangements
3 Months Ended
Dec. 27, 2024
shares
Trading Arrangements, by Individual  
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Aaron K. Stucki  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
In the quarter ended December 27, 2024, Aaron Stucki, President, Transportation Solutions, adopted a plan for the sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Stucki’s plan was adopted November 27, 2024 and expires August 27, 2025, and provides for the potential exercise and related sale of (i) stock options representing up to 51,000 ordinary shares, with such sale to occur no earlier than February 27, 2025 and (ii) stock options representing up to 20,000 ordinary shares, with such sale to occur no earlier than February 28, 2025.
Name Aaron Stucki
Title President, Transportation Solutions
Rule 10b5-1 Arrangement Adopted true
Adoption Date November 27, 2024
Expiration Date August 27, 2025
Shad Kroeger  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
In the quarter ended December 27, 2024, 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 4, 2024 and expires November 4, 2025, and provides for the potential exercise and related sale of (i) stock options representing up to 25,000 ordinary shares, with such sale to occur no earlier than March 4, 2025, (ii) stock options representing up to 25,000 ordinary shares, with such sale to occur no earlier than June 2, 2025, and (iii) stock options representing up to 23,850 ordinary shares, with such sale to occur no earlier than September 2, 2025.
Name Shad Kroeger
Title President, Industrial Solutions
Rule 10b5-1 Arrangement Adopted true
Adoption Date Nov. 04, 2024
Expiration Date Nov. 04, 2025
First Trading Scenario Arrangement | Aaron K. Stucki  
Trading Arrangements, by Individual  
Aggregate Available 51,000
First Trading Scenario Arrangement | Shad Kroeger  
Trading Arrangements, by Individual  
Aggregate Available 25,000
Second Trading Scenario Arrangement | Aaron K. Stucki  
Trading Arrangements, by Individual  
Aggregate Available 20,000
Second Trading Scenario Arrangement | Shad Kroeger  
Trading Arrangements, by Individual  
Aggregate Available 25,000
Third Trading Scenario Arrangement | Shad Kroeger  
Trading Arrangements, by Individual  
Aggregate Available 23,850
v3.24.4
Restructuring and Other Charges, Net (Tables)
3 Months Ended
Dec. 27, 2024
Restructuring and Other Charges, Net  
Schedule of net restructuring and other charges

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Restructuring charges, net

$

43

$

9

Loss on divestiture

11

Costs related to change in place of incorporation

10

Other charges (credits), net

 

(3)

 

1

Restructuring and other charges, net

$

50

$

21

Net restructuring and related charges by segment

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Transportation Solutions

$

26

$

2

Industrial Solutions

 

17

 

7

Restructuring charges, net

$

43

$

9

Summary of activity in restructuring reserves

Balance at

Balance at

  

September 27,

Changes in

Cash

Non-Cash

Currency

December 27,

    

2024

    

Charges

    

Estimate

    

Payments

    

Items

    

Translation

    

2024

    

(in millions)

Fiscal 2025 Actions:

Employee severance

$

$

27

$

$

$

$

$

27

Property, plant, and equipment

3

(3)

Total

30

(3)

27

Fiscal 2024 Actions:

Employee severance

72

2

(11)

(4)

59

Property, plant, and equipment

2

(2)

Total

72

2

2

(11)

(2)

(4)

59

Pre-Fiscal 2024 Actions:

Employee severance

186

9

(2)

(26)

(9)

158

Facility and other exit costs

15

1

(5)

(1)

10

Property, plant, and equipment

1

(1)

Total

201

11

(2)

(31)

(1)

(10)

168

Total Activity

$

273

$

43

$

$

(42)

$

(6)

$

(14)

$

254

Restructuring reserves included on Consolidated Balance Sheets

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Accrued and other current liabilities

$

219

$

233

Other liabilities

 

35

 

40

Restructuring reserves

$

254

$

273

v3.24.4
Inventories (Tables)
3 Months Ended
Dec. 27, 2024
Inventories  
Schedule of inventories

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Raw materials

$

357

$

328

Work in progress

 

1,127

 

1,063

Finished goods

 

1,135

 

1,126

Inventories

$

2,619

$

2,517

v3.24.4
Goodwill (Tables)
3 Months Ended
Dec. 27, 2024
Goodwill.  
Changes in the carrying amount of goodwill by segment

    

Transportation

    

Industrial

    

    

Solutions

Solutions

Total

(in millions)

September 27, 2024(2)

$

1,584

$

4,217

$

5,801

Acquisitions

225

225

Currency translation

 

(52)

 

(139)

 

(191)

December 27, 2024(2)

$

1,532

$

4,303

$

5,835

(1)In connection with the reorganization of our segments, goodwill was reallocated to reporting units using a relative fair value approach. See Note 1 for additional information regarding our new segment structure.
(2)At December 27, 2024 and September 27, 2024, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $3,091 million and $1,158 million, respectively.
v3.24.4
Intangible Assets, Net (Tables)
3 Months Ended
Dec. 27, 2024
Intangible Assets, Net  
Schedule of finite-lived intangible assets

December 27, 2024

September 27, 2024

    

Gross

    

    

Net

    

Gross

    

    

Net

Carrying

Accumulated

Carrying

Carrying

Accumulated

Carrying

Amount

Amortization

Amount

Amount

Amortization

Amount

    

(in millions)

Customer relationships

$

1,885

$

(927)

$

958

$

1,901

$

(948)

$

953

Intellectual property

634

(430)

204

686

(481)

205

Other

 

23

 

(8)

 

15

 

23

 

(7)

 

16

Total

$

2,542

$

(1,365)

$

1,177

$

2,610

$

(1,436)

$

1,174

Schedule of finite-lived intangible assets, future amortization expense

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

    

(in millions)

  

Remainder of fiscal 2025

$

122

Fiscal 2026

157

Fiscal 2027

 

139

Fiscal 2028

 

106

Fiscal 2029

 

99

Fiscal 2030

 

91

Thereafter

 

463

Total

$

1,177

v3.24.4
Leases (Tables)
3 Months Ended
Dec. 27, 2024
Leases  
Schedule of components of lease cost

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

    

(in millions)

    

Operating lease cost

$

34

$

34

Variable lease cost

15

12

Total lease cost

$

49

$

46

Schedule of Cash Flow information, including significant non-cash transactions, related to leases

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

    

(in millions)

    

Cash paid for amounts included in the measurement of lease liabilities:

Payments for operating leases(1)

$

35

$

34

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

30

70

(1)These payments are included in cash flows from operating activities, primarily in changes in accrued and other current liabilities.
v3.24.4
Financial Instruments (Tables)
3 Months Ended
Dec. 27, 2024
Net investment hedges  
Schedule of impacts of hedging program

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Foreign currency exchange gains (losses) on intercompany loans and external borrowings(1)

$

142

$

(107)

Gains (losses) on cross-currency swap contracts designated as hedges of net investment(1)

 

342

 

(125)

(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.
Cross-currency swap contracts | Net investment hedges  
Summary of fair value of derivative instruments

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Prepaid expenses and other current assets

$

125

$

31

Other assets

 

87

 

11

Accrued and other current liabilities

3

51

Other liabilities

3

99

Commodity swap contracts | Cash flow hedges  
Summary of fair value of derivative instruments

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Prepaid expenses and other current assets

$

17

$

52

Other assets

 

 

4

Accrued and other current liabilities

16

1

Other liabilities

3

Schedule of impacts of hedging program

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

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

$

(46)

$

26

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

14

(4)

v3.24.4
Retirement Plans (Tables)
3 Months Ended
Dec. 27, 2024
Retirement Plans  
Net periodic pension benefit cost

Non-U.S. Plans

U.S. Plans

For the

For the

Quarters Ended

Quarters Ended

December 27,

December 29,

December 27,

December 29,

    

2024

    

2023

    

2024

    

2023

    

(in millions)

Operating expense:

Service cost

$

8

$

7

$

2

$

2

Other (income) expense:

Interest cost

 

16

 

15

 

8

 

10

Expected returns on plan assets

 

(15)

 

(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

v3.24.4
Earnings Per Share (Tables)
3 Months Ended
Dec. 27, 2024
Weighted-average number of shares outstanding:  
Schedule of weighted-average shares outstanding, basic and diluted

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Basic

299

311

Dilutive impact of share-based compensation arrangements

2

2

Diluted

301

313

Schedule of antidilutive securities excluded from computation of earnings per share

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Antidilutive share options

 

1

2

v3.24.4
Shareholders' Equity (Tables)
3 Months Ended
Dec. 27, 2024
Shareholders' Equity  
Schedule of cash dividends to shareholders

For the

 

Quarters Ended

 

    

December 27,

    

December 29,

 

    

2024

    

2023

    

Dividends paid per ordinary/common share

$

0.65

$

0.59

Schedule of ordinary/common shares repurchased

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Number of ordinary/common shares repurchased

 

2

 

3

Repurchase value

 

$

310

 

$

420

v3.24.4
Share Plans (Tables)
3 Months Ended
Dec. 27, 2024
Share Plans  
Share-based compensation expense

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Share-based compensation expense

 

$

35

 

$

34

Summary of share-based award activity

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

Weighted-average 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

    

 

31

%

    

Risk-free interest rate

 

4.5

%

Expected annual dividend per share

$

2.60

Expected life of options (in years)

 

5.3

v3.24.4
Segment and Geographic Data (Tables)
3 Months Ended
Dec. 27, 2024
Segment and Geographic Data  
Schedule of net sales by segment

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Transportation Solutions:

Automotive

$

1,722

$

1,796

Commercial transportation

 

312

 

356

Sensors

 

209

 

241

Total Transportation Solutions

2,243

2,393

Industrial Solutions:

Automation and connected living

479

464

Aerospace, defense, and marine

 

334

 

290

Digital data networks

413

279

Energy

 

216

 

205

Medical

151

200

Total Industrial Solutions

1,593

1,438

Total

$

3,836

$

3,831

(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 segment and geographic region

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Europe/Middle East/Africa (“EMEA”):

Transportation Solutions

$

720

$

879

Industrial Solutions

 

509

 

532

Total EMEA

 

1,229

 

1,411

Asia–Pacific:

Transportation Solutions

1,097

1,015

Industrial Solutions

 

506

 

364

Total Asia–Pacific

 

1,603

 

1,379

Americas:

Transportation Solutions

426

499

Industrial Solutions

 

578

 

542

Total Americas

 

1,004

 

1,041

Total

$

3,836

$

3,831

(1)Net sales to external customers are attributed to individual countries based on the legal entity that records the sale.
Schedule of operating income by segment

For the

Quarters Ended

December 27,

December 29,

    

2024

    

2023

    

(in millions)

Transportation Solutions

$

446

$

487

Industrial Solutions

244

211

Total

$

690

$

698

Segment assets and a reconciliation of segment assets to total assets

Segment Assets

December 27,

September 27,

    

2024

    

2024

    

(in millions)

Transportation Solutions

$

5,660

$

5,758

Industrial Solutions

 

3,630

 

3,717

Total segment assets(1)

 

9,290

 

9,475

Other current assets

 

1,988

 

2,059

Other non-current assets

 

11,163

 

11,320

Total assets

$

22,441

$

22,854

(1)Segment assets are composed of accounts receivable, inventories, and net property, plant, and equipment.
v3.24.4
Basis of Presentation - Change in Place of Incorporation (Details)
Sep. 30, 2024
shares
Merger Agreement | TE Connectivity plc  
Ordinary shares received in connection with merger agreement 1
v3.24.4
Restructuring and Other Charges, Net - Restructuring and Other Charges (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Restructuring and other charges, net    
Restructuring charges, net $ 43 $ 9
Loss on divestiture   $ 11
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration] Restructuring and other charges, net Restructuring and other charges, net
Costs related to change in place of incorporation $ 10  
Other charges (credits), net (3) $ 1
Restructuring and other charges, net 50 21
Transportation Solutions    
Restructuring and other charges, net    
Restructuring charges, net 26 2
Industrial Solutions    
Restructuring and other charges, net    
Restructuring charges, net $ 17 $ 7
v3.24.4
Restructuring and Other Charges, Net - Restructuring Reserve Activity (Details)
$ in Millions
3 Months Ended
Dec. 27, 2024
USD ($)
Restructuring reserve  
Restructuring reserve at the beginning of the period $ 273
Charges 43
Cash Payments (42)
Non-Cash Items (6)
Currency Translation (14)
Restructuring reserve at the end of the period 254
Fiscal 2025 Actions  
Restructuring reserve  
Charges 30
Non-Cash Items (3)
Restructuring reserve at the end of the period 27
Fiscal 2025 Actions | Employee severance  
Restructuring reserve  
Charges 27
Restructuring reserve at the end of the period 27
Fiscal 2025 Actions | Property, plant, and equipment  
Restructuring reserve  
Charges 3
Non-Cash Items (3)
Fiscal 2024 Actions  
Restructuring reserve  
Restructuring reserve at the beginning of the period 72
Charges 2
Changes in Estimate 2
Cash Payments (11)
Non-Cash Items (2)
Currency Translation (4)
Restructuring reserve at the end of the period 59
Fiscal 2024 Actions | Employee severance  
Restructuring reserve  
Restructuring reserve at the beginning of the period 72
Charges 2
Cash Payments (11)
Currency Translation (4)
Restructuring reserve at the end of the period 59
Fiscal 2024 Actions | Property, plant, and equipment  
Restructuring reserve  
Changes in Estimate 2
Non-Cash Items (2)
Pre-Fiscal 2024 Actions  
Restructuring reserve  
Restructuring reserve at the beginning of the period 201
Charges 11
Changes in Estimate (2)
Cash Payments (31)
Non-Cash Items (1)
Currency Translation (10)
Restructuring reserve at the end of the period 168
Pre-Fiscal 2024 Actions | Employee severance  
Restructuring reserve  
Restructuring reserve at the beginning of the period 186
Charges 9
Changes in Estimate (2)
Cash Payments (26)
Currency Translation (9)
Restructuring reserve at the end of the period 158
Pre-Fiscal 2024 Actions | Facility and other exit costs  
Restructuring reserve  
Restructuring reserve at the beginning of the period 15
Charges 1
Cash Payments (5)
Currency Translation (1)
Restructuring reserve at the end of the period 10
Pre-Fiscal 2024 Actions | Property, plant, and equipment  
Restructuring reserve  
Charges 1
Non-Cash Items $ (1)
v3.24.4
Restructuring and Other Charges, Net - Actions (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Restructuring and other charges, net    
Charges Incurred $ 43 $ 9
Restructuring Charges    
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration] Restructuring and Asset Impairment Charges (Credits) and Disposal Group Not Discontinued Operation Loss (Gain) on Disposal Restructuring and Asset Impairment Charges (Credits) and Disposal Group Not Discontinued Operation Loss (Gain) on Disposal
Fiscal 2025 Actions    
Restructuring and other charges, net    
Charges Incurred $ 30  
Restructuring Charges    
Remaining Expected Charges 10  
Fiscal 2024 Actions    
Restructuring and other charges, net    
Charges Incurred 4 $ 5
Pre-Fiscal 2024 Actions    
Restructuring and other charges, net    
Charges Incurred 9 $ 4
Restructuring Charges    
Remaining Expected Charges $ 10  
v3.24.4
Restructuring and Other Charges, Net - Restructuring Reserve Balances (Details) - USD ($)
$ in Millions
Dec. 27, 2024
Sep. 27, 2024
Restructuring reserves included on the Consolidated Balance Sheets    
Accrued and other current liabilities $ 219 $ 233
Other liabilities 35 40
Restructuring reserves $ 254 $ 273
v3.24.4
Restructuring and Other Charges, Net - Divestitures (Details)
$ in Millions
3 Months Ended
Dec. 29, 2023
USD ($)
item
Divestitures, Not Discontinued Operations  
Proceeds from divestiture of business, net of cash retained by business sold $ 38
Loss on divestiture $ 11
Fiscal 2024 Divestitures | Transportation Solutions  
Divestitures, Not Discontinued Operations  
Number of Businesses Sold | item 1
Proceeds from divestiture of business, net of cash retained by business sold $ 38
Pre-tax loss on divestiture $ 11
v3.24.4
Acquisitions (Details)
SFr / shares in Units, SFr in Millions, $ in Millions
3 Months Ended
Dec. 27, 2024
USD ($)
item
Dec. 29, 2023
USD ($)
Dec. 29, 2023
CHF (SFr)
SFr / shares
Acquisitions      
Net cash paid $ 325 $ 349  
Fiscal 2025 Acquisitions      
Acquisitions      
Number of businesses acquired | item 2    
Net cash paid $ 325    
Schaffner Holding AG      
Acquisitions      
Net cash paid   $ 349 SFr 302
Percentage of voting interest acquired     98.70%
Per share value of the purchase (in dollars per share) | SFr / shares     SFr 505
v3.24.4
Inventories (Details) - USD ($)
$ in Millions
Dec. 27, 2024
Sep. 27, 2024
Inventories    
Raw materials $ 357 $ 328
Work in progress 1,127 1,063
Finished goods 1,135 1,126
Inventories $ 2,619 $ 2,517
v3.24.4
Goodwill (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Sep. 27, 2024
Goodwill:    
Goodwill, beginning balance $ 5,801  
Acquisitions 225  
Currency translation (191)  
Goodwill, ending balance 5,835  
Transportation Solutions    
Goodwill:    
Goodwill, beginning balance 1,584  
Currency translation (52)  
Goodwill, ending balance 1,532  
Accumulated impairment losses 3,091 $ 3,091
Industrial Solutions    
Goodwill:    
Goodwill, beginning balance 4,217  
Acquisitions 225  
Currency translation (139)  
Goodwill, ending balance 4,303  
Accumulated impairment losses $ 1,158 $ 1,158
v3.24.4
Intangible Assets, Net (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Sep. 27, 2024
Finite-Lived Intangible Assets      
Gross Carrying Amount $ 2,542   $ 2,610
Accumulated Amortization (1,365)   (1,436)
Net Carrying Amount 1,177   1,174
Finite-lived intangible assets, amortization expense 39 $ 42  
Aggregate amortization expense on intangible assets      
Remainder of fiscal 2025 122    
Fiscal 2026 157    
Fiscal 2027 139    
Fiscal 2028 106    
Fiscal 2029 99    
Fiscal 2030 91    
Thereafter 463    
Net Carrying Amount 1,177   1,174
Customer relationships      
Finite-Lived Intangible Assets      
Gross Carrying Amount 1,885   1,901
Accumulated Amortization (927)   (948)
Net Carrying Amount 958   953
Aggregate amortization expense on intangible assets      
Net Carrying Amount 958   953
Intellectual property      
Finite-Lived Intangible Assets      
Gross Carrying Amount 634   686
Accumulated Amortization (430)   (481)
Net Carrying Amount 204   205
Aggregate amortization expense on intangible assets      
Net Carrying Amount 204   205
Other      
Finite-Lived Intangible Assets      
Gross Carrying Amount 23   23
Accumulated Amortization (8)   (7)
Net Carrying Amount 15   16
Aggregate amortization expense on intangible assets      
Net Carrying Amount $ 15   $ 16
v3.24.4
Debt - Summary (Details) - Commercial paper - USD ($)
$ in Millions
Dec. 27, 2024
Sep. 27, 2024
Debt    
Commercial paper $ 345 $ 255
Weighted-average interest rate (as a percent) 4.50% 4.95%
v3.24.4
Debt - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Sep. 27, 2024
Debt    
Fair value of debt $ 4,126 $ 4,190
Five-Year Credit Facility    
Debt    
Revolving credit facility term 5 years  
v3.24.4
Leases - Components of Lease Cost (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Leases    
Operating lease cost $ 34 $ 34
Variable lease cost 15 12
Total lease cost $ 49 $ 46
v3.24.4
Leases - Cash Flow Information (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Leases    
Payments for operating leases $ 35 $ 34
Right-of-use assets, including modifications of existing leases, obtained in exchange for operating lease liabilities $ 30 $ 70
v3.24.4
Commitments and Contingencies (Details) - USD ($)
$ in Millions
Dec. 27, 2024
Sep. 27, 2024
Loss Contingencies    
Accrual environmental loss contingency, estimate of probable loss $ 21  
Supplier Finance Program, Obligation    
Supply Chain Finance Program 126 $ 105
Minimum    
Loss Contingencies    
Accrual environmental loss contingency, estimate of probable loss 18  
Maximum    
Loss Contingencies    
Accrual environmental loss contingency, estimate of probable loss 43  
Outstanding letters of credit, letters of guarantee and surety bonds    
Guarantees    
Guarantor obligations, maximum exposure 185  
Discontinued Operations, Disposed of by Sale | Subsea Communications | Performance guarantee    
Guarantees    
Guarantor obligations, maximum exposure 23  
Discontinued Operations, Disposed of by Sale | Subsea Communications | Letters of credit    
Guarantees    
Guarantor obligations, maximum exposure $ 22  
v3.24.4
Financial Instruments (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Sep. 27, 2024
Cash flow hedges | Commodity swap contracts      
Financial Instruments      
Notional amount $ 481   $ 488
Gains (losses) recorded in other comprehensive income (loss) (46) $ 26  
Gains (losses) reclassified from accumulated other comprehensive income (loss) into cost of sales 14 (4)  
Net investment hedges | Intercompany loans and external borrowings      
Financial Instruments      
Notional amount of non-derivative instruments 2,324   2,417
Foreign currency exchange gains (losses) on intercompany loans and external borrowings 142 (107)  
Net investment hedges | Cross-currency swap contracts      
Financial Instruments      
Notional amount $ 6,138   5,367
Interest paid in foreign currency, fixed interest rate 0.00%    
Interest received in U.S. dollars, weighted-average fixed interest rate 2.00%    
Gains (losses) on cross-currency swap contracts designated as hedges of net investment $ 342 $ (125)  
Prepaid expenses and other current assets | Cash flow hedges | Commodity swap contracts      
Financial Instruments      
Fair Value of Asset Positions 17   52
Prepaid expenses and other current assets | Net investment hedges | Cross-currency swap contracts      
Financial Instruments      
Fair Value of Asset Positions 125   31
Other assets | Cash flow hedges | Commodity swap contracts      
Financial Instruments      
Fair Value of Asset Positions     4
Other assets | Net investment hedges | Cross-currency swap contracts      
Financial Instruments      
Fair Value of Asset Positions 87   11
Accrued and other current liabilities | Cash flow hedges | Commodity swap contracts      
Financial Instruments      
Fair Value of Liability Positions 16   1
Accrued and other current liabilities | Net investment hedges | Cross-currency swap contracts      
Financial Instruments      
Fair Value of Liability Positions 3   51
Other liabilities | Cash flow hedges | Commodity swap contracts      
Financial Instruments      
Fair Value of Liability Positions 3    
Other liabilities | Net investment hedges | Cross-currency swap contracts      
Financial Instruments      
Fair Value of Liability Positions $ 3   $ 99
v3.24.4
Retirement Plans (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Net Periodic Postretirement Benefit Cost    
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] Other Nonoperating Income (Expense) Other Nonoperating Income (Expense)
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Other Nonoperating Income (Expense) Other Nonoperating Income (Expense)
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Other Nonoperating Income (Expense) Other Nonoperating Income (Expense)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration] Other Nonoperating Income (Expense) Other Nonoperating Income (Expense)
Non-U.S. Plans    
Net Periodic Postretirement Benefit Cost    
Service cost $ 8 $ 7
Interest cost 16 15
Expected returns on plan assets (15) (12)
Amortization of net actuarial loss 2 1
Amortization of prior service credit (1) (1)
Net periodic pension benefit cost 10 10
Defined benefit plan, contributions by employer 12  
U.S. Plans    
Net Periodic Postretirement Benefit Cost    
Service cost 2 2
Interest cost 8 10
Expected returns on plan assets (11) (10)
Amortization of net actuarial loss 1 1
Net periodic pension benefit cost   $ 3
Defined benefit plan, contributions by employer $ 5  
v3.24.4
Income Taxes (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Sep. 27, 2024
Income Taxes      
Income tax expense (benefit) $ 178 $ (1,105)  
Income tax expense relating to revaluation of deferred tax assets resulting from corporate tax rate decrease in non-U.S. jurisdiction $ 13    
Income tax benefit associated with a ten-year tax credit obtained by a Swiss subsidiary   $ 874  
Duration of income tax benefit associated with a tax credit obtained by a Swiss subsidiary 10 years 10 years 10 years
Income tax benefit relating to revaluation of deferred tax assets resulting from corporate tax rate increase in Switzerland   $ 262  
Income tax benefit associated with the tax impacts of a legal entity restructuring   118  
Non-income tax expense related to a legal entity restructuring   $ 4  
Unrecognized income tax benefits, approximate amount that could be resolved in next twelve months $ 20    
v3.24.4
Earnings Per Share (Details) - shares
shares in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Weighted-average number of shares outstanding:    
Basic (in shares) 299 311
Dilutive impact of share-based compensation arrangements (in shares) 2 2
Diluted (in shares) 301 313
Employee Stock Option    
Antidilutive shares excluded from computation of earnings per share    
Antidilutive share options 1 2
v3.24.4
Shareholders' Equity (Details)
$ / shares in Units, $ in Millions
3 Months Ended
Sep. 30, 2024
shares
Dec. 27, 2024
USD ($)
$ / shares
shares
Dec. 29, 2023
USD ($)
$ / shares
shares
Dec. 27, 2024
€ / shares
Dec. 27, 2024
USD ($)
$ / shares
shares
Sep. 27, 2024
SFr / shares
Sep. 27, 2024
USD ($)
shares
Period that the board of directors can allot and issue shares in accordance with articles of incorporation. 5 years            
Preferred shares, shares outstanding         0    
Ordinary shares, shares authorized         1,500,000,000   316,574,781
Ordinary shares, par value (in currency per share) | (per share)         $ 0.01 SFr 0.57  
Preferred shares, shares authorized         2    
Preferred shares, par value (in currency per share) | $ / shares         $ 1    
Dividends paid per ordinary/common share | $ / shares   $ 0.65 $ 0.59        
Unpaid portion of the dividend payment recorded in accrued and other current liabilities | $         $ 194   $ 390
Share repurchase program, increase in authorized amount | $   $ 2,500          
Number of ordinary/common shares repurchased   2,000,000 3,000,000        
Repurchase value | $   $ 310 $ 420        
Amount available for repurchase, at end of period | $         $ 2,400    
Ordinary Shares              
Number of ordinary shares converted to ordinary class A shares 25,000            
Ordinary class A              
Number of ordinary class A shares converted from ordinary shares 25,000            
Ordinary shares, shares outstanding         0    
Ordinary shares, shares authorized         25,000    
Ordinary shares, par value (in currency per share) | € / shares       € 1      
Merger Agreement | TE Connectivity plc              
Ordinary shares received in connection with merger agreement 1            
v3.24.4
Share Plans (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Share Based Compensation Arrangements:    
Share-based compensation expense $ 35 $ 34
Shares available for issuance 18.0  
Share Based Compensation Expenses Not Recognized    
Share-based compensation, share-based awards, total compensation expense not yet recognized $ 213  
Share-based compensation, share-based awards, total compensation expense not yet recognized, expected period for recognition 2 years 1 month 6 days  
Employee Stock Option    
Share Based Compensation Arrangements:    
Share options granted 0.7  
Options granted, grant-date fair value (in dollars per share) $ 46.45  
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology    
Expected share price volatility (as a percent) 31.00%  
Risk-free interest rate (as a percent) 4.50%  
Expected annual dividend per share $ 2.6  
Expected life of options (in years) 5 years 3 months 18 days  
Restricted share awards    
Share Based Compensation Arrangements:    
Shares granted 0.4  
Shares granted, grant-date fair value (in dollars per share) $ 153.25  
Performance share awards    
Share Based Compensation Arrangements:    
Shares granted 0.1  
Shares granted, grant-date fair value (in dollars per share) $ 153.25  
v3.24.4
Segment and Geographic Data - Net Sales by Segment and Industry End Market (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Segment and Geographic Data    
Net sales $ 3,836 $ 3,831
Transportation Solutions    
Segment and Geographic Data    
Net sales 2,243 2,393
Transportation Solutions | Automotive    
Segment and Geographic Data    
Net sales 1,722 1,796
Transportation Solutions | Commercial transportation    
Segment and Geographic Data    
Net sales 312 356
Transportation Solutions | Sensors    
Segment and Geographic Data    
Net sales 209 241
Industrial Solutions    
Segment and Geographic Data    
Net sales 1,593 1,438
Industrial Solutions | Automation and connected living    
Segment and Geographic Data    
Net sales 479 464
Industrial Solutions | Aerospace, defense, and marine    
Segment and Geographic Data    
Net sales 334 290
Industrial Solutions | Digital data networks    
Segment and Geographic Data    
Net sales 413 279
Industrial Solutions | Energy    
Segment and Geographic Data    
Net sales 216 205
Industrial Solutions | Medical    
Segment and Geographic Data    
Net sales $ 151 $ 200
v3.24.4
Segment and Geographic Data - Net Sales by Geographic Region and Segment (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Segment and Geographic Data    
Net sales $ 3,836 $ 3,831
Transportation Solutions    
Segment and Geographic Data    
Net sales 2,243 2,393
Industrial Solutions    
Segment and Geographic Data    
Net sales 1,593 1,438
Total Europe/Middle East/Africa    
Segment and Geographic Data    
Net sales 1,229 1,411
Total Europe/Middle East/Africa | Transportation Solutions    
Segment and Geographic Data    
Net sales 720 879
Total Europe/Middle East/Africa | Industrial Solutions    
Segment and Geographic Data    
Net sales 509 532
Total Asia-Pacific    
Segment and Geographic Data    
Net sales 1,603 1,379
Total Asia-Pacific | Transportation Solutions    
Segment and Geographic Data    
Net sales 1,097 1,015
Total Asia-Pacific | Industrial Solutions    
Segment and Geographic Data    
Net sales 506 364
Total Americas    
Segment and Geographic Data    
Net sales 1,004 1,041
Total Americas | Transportation Solutions    
Segment and Geographic Data    
Net sales 426 499
Total Americas | Industrial Solutions    
Segment and Geographic Data    
Net sales $ 578 $ 542
v3.24.4
Segment and Geographic Data - Operating Income by Segment (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 27, 2024
Dec. 29, 2023
Segment and Geographic Data    
Operating income $ 690 $ 698
Transportation Solutions    
Segment and Geographic Data    
Operating income 446 487
Industrial Solutions    
Segment and Geographic Data    
Operating income $ 244 $ 211
v3.24.4
Segment and Geographic Data - Assets (Details) - USD ($)
$ in Millions
Dec. 27, 2024
Sep. 27, 2024
Segment and Geographic Data    
Assets $ 22,441 $ 22,854
Total segment assets    
Segment and Geographic Data    
Assets 9,290 9,475
Reconciling items    
Segment and Geographic Data    
Other current assets 1,988 2,059
Other non-current assets 11,163 11,320
Transportation Solutions    
Segment and Geographic Data    
Assets 5,660 5,758
Industrial Solutions    
Segment and Geographic Data    
Assets $ 3,630 $ 3,717
v3.24.4
Subsequent Event (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 28, 2025
Dec. 27, 2024
Dec. 29, 2023
Sep. 27, 2024
Subsequent Event        
Duration of income tax benefit associated with a tax credit obtained by a Swiss subsidiary   10 years 10 years 10 years
Probable | Subsequent event        
Subsequent Event        
Decrease in deferred tax assets associated with new global minimum corporate tax rate $ 600      

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