TE Connectivity plc 10-Q for FY2026 Q1
TE Connectivity plc (TEL)
About this 10-Q
TE Connectivity plc filed this 10-Q on January 23, 2026, covering the quarter ended December 26, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 26, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.67B
- up 21.7% from $3.84B a year earlier
- Net income
- $750M
- up 42.0% from net income of $528M a year earlier
- Diluted EPS
- $2.53
- up 44.6% from $1.75 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| |
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the Quarterly Period Ended | |
or | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
(Commission File Number)
(Exact name of registrant as specified in its charter)
|
| (Registrant’s telephone number) |
(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 |
*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.
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).
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.
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
The number of ordinary shares outstanding as of January 16, 2026 was
TE CONNECTIVITY PLC
INDEX TO FORM 10-Q
| | | | Page |
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| | 1 | ||
| | | 1 | |
| | 2 | ||
| | Condensed Consolidated Balance Sheets as of December 26, 2025 and September 26, 2025 (unaudited) | | 3 |
| | | 4 | |
| | | 5 | |
| | Notes to Condensed Consolidated Financial Statements (unaudited) | | 6 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 17 | |
| | 29 | ||
| | 29 | ||
| | | | |
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| | 31 | ||
| | 31 | ||
| | 31 | ||
| | 32 | ||
| | 32 | ||
| | | 33 |
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions, except per share data) | | ||||
Net sales | | $ | | | $ | | |
Cost of sales | |
| | |
| | |
Gross margin | |
| | |
| | |
Selling, general, and administrative expenses | |
| | | | | |
Research, development, and engineering expenses | |
| | | | | |
Acquisition and integration costs | |
| | | | | |
Restructuring and other charges, net | |
| | | | | |
Operating income | | | | | | | |
Interest income | | | | | | | |
Interest expense | |
| ( | | | ( | |
Other income (expense), net | |
| | | | ( | |
Income from continuing operations before income taxes | |
| | |
| | |
Income tax expense | |
| ( | | | ( | |
Income from continuing operations | |
| | |
| | |
Loss from discontinued operations, net of income taxes | |
| ( | | | — | |
Net income | | $ | | | $ | | |
| | | | | | | |
Basic earnings per share: | | | | | | | |
Income from continuing operations | | $ | | | $ | | |
Loss from discontinued operations | |
| — | |
| — | |
Net income | |
| | |
| | |
| | | | | | | |
Diluted earnings per share: | | | | | | | |
Income from continuing operations | | $ | | | $ | | |
Loss from discontinued operations | |
| — | |
| — | |
Net income | |
| | |
| | |
| | | | | | | |
Weighted-average number of shares outstanding: | | | | | | | |
Basic | |
| | | | | |
Diluted | |
| | | | | |
See accompanying Notes to Condensed Consolidated Financial Statements.
1
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Net income | | $ | | | $ | | |
Other comprehensive income (loss): | | | | | | | |
Currency translation | |
| | | | ( | |
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes | |
| | | | ( | |
Gains (losses) on cash flow hedges, net of income taxes | |
| | | | ( | |
Other comprehensive income (loss) | |
| | |
| ( | |
Comprehensive income | | | | | | | |
Less: comprehensive (income) loss attributable to noncontrolling interests | | | ( | | | | |
Comprehensive income attributable to TE Connectivity plc | | $ | | | $ | | |
See accompanying Notes to Condensed Consolidated Financial Statements.
2
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| | December 26, | | September 26, | | ||
| | 2025 | | 2025 | | ||
| | (in millions, except share | | ||||
| | data) | | ||||
Assets | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | | | $ | | |
Accounts receivable, net of allowance for doubtful accounts of $ | |
| | |
| | |
Inventories | |
| | |
| | |
Prepaid expenses and other current assets | |
| | |
| | |
Total current assets | |
| | |
| | |
Property, plant, and equipment, net | |
| | |
| | |
Goodwill | |
| | |
| | |
Intangible assets, net | |
| | |
| | |
Deferred income taxes | |
| | |
| | |
Other assets | |
| | |
| | |
Total assets | | $ | | | $ | | |
Liabilities, redeemable noncontrolling interests, and shareholders' equity | | | | | | | |
Current liabilities: | | | | | | | |
Short-term debt | | $ | | | $ | | |
Accounts payable | |
| | |
| | |
Accrued and other current liabilities | |
| | |
| | |
Total current liabilities | |
| | |
| | |
Long-term debt | |
| | |
| | |
Long-term pension and postretirement liabilities | |
| | |
| | |
Deferred income taxes | |
| | |
| | |
Income taxes | |
| | |
| | |
Other liabilities | |
| | |
| | |
Total liabilities | |
| | |
| | |
Commitments and contingencies (Note 9) | | | | | | | |
Redeemable noncontrolling interests | | | | | | | |
Shareholders' equity: | | | | | | | |
Preferred shares, $ | | | | | | ||
Ordinary class A shares, € | | | | | | ||
Ordinary shares, $ | |
| | | | | |
Accumulated earnings | |
| | |
| | |
Ordinary shares held in treasury, at cost, | |
| ( | |
| ( | |
Accumulated other comprehensive income | |
| | |
| | |
Total shareholders' equity | |
| | |
| | |
Total liabilities, redeemable noncontrolling interests, and shareholders' equity | | $ | | | $ | | |
See accompanying Notes to Condensed Consolidated Financial Statements.
3
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the Quarter Ended December 26, 2025 | | ||||||||||||||||||||
| | | | | | | | | | | | | Accumulated | | | | |||||||
| | | | Ordinary Shares | | | | | | | Other | | Total | | |||||||||
| | Ordinary Shares | | Held in Treasury | | Contributed | | Accumulated | | Comprehensive | | Shareholders' | | ||||||||||
| | Shares | | Amount | | Shares | | Amount | | Surplus | | Earnings | | Income | | Equity | | ||||||
| | (in millions) | | ||||||||||||||||||||
Balance at September 26, 2025 |
| | | $ | |
| ( | | $ | ( | | $ | — | | $ | | | $ | | | $ | | |
Net income |
| — | |
| — |
| — | |
| — | |
| — | |
| | |
| — | |
| | |
Other comprehensive income |
| — | |
| — |
| — | |
| — | |
| — | |
| — | |
| | |
| | |
Share-based compensation expense |
| — | |
| — |
| — | |
| — | |
| | |
| — | |
| — | |
| | |
Dividends ($ |
| — | |
| — |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( | |
Exercise of share options |
| — | |
| — |
| — | |
| — | |
| | |
| — | |
| — | |
| | |
Restricted share award vestings and other activity |
| | |
| — |
| — | |
| — | |
| ( | |
| | |
| — | |
| ( | |
Repurchase of ordinary shares |
| — | |
| — |
| ( | |
| ( | |
| — | |
| — | |
| — | |
| ( | |
Balance at December 26, 2025 | | | | $ | |
| ( | | $ | ( | | $ | — | | $ | | | $ | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the Quarter Ended December 27, 2024 | | ||||||||||||||||||||
| | | | | | | | | | | | | Accumulated | | | | |||||||
| | | | Ordinary Shares | | | | | | | Other | | Total | | |||||||||
| | Ordinary Shares | | Held in Treasury | | Contributed | | Accumulated | | Comprehensive | | Shareholders' | | ||||||||||
| | Shares | | Amount | | Shares | | Amount | | Surplus | | Earnings | | Income (Loss) | | Equity | | ||||||
| | (in millions) | | ||||||||||||||||||||
Balance at September 27, 2024 |
| | | $ | |
| ( | | $ | ( | | $ | — | | $ | | | $ | | | $ | | |
Change in place of incorporation | | — | | | ( | | — | | | — | | | — | | | | | | — | | | — | |
Cancellation of treasury shares | | ( | | | — | | | | | | | | — | | | ( | | | — | | | — | |
Net income | | — | |
| — |
| — | |
| — | |
| — | |
| | |
| — | |
| | |
Other comprehensive loss |
| — | |
| — |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( | |
Share-based compensation expense |
| — | |
| — |
| — | |
| — | |
| | |
| — | |
| — | |
| | |
Exercise of share options |
| | |
| — |
| — | |
| — | |
| | |
| — | |
| — | |
| | |
Restricted share award vestings and other activity |
| | |
| — |
| — | |
| — | |
| ( | |
| | |
| — | |
| ( | |
Repurchase of ordinary shares |
| — | |
| — |
| ( | |
| ( | |
| — | |
| — | |
| — | |
| ( | |
Balance at December 27, 2024 | | | | $ | |
| ( | | $ | ( | | $ | — | | $ | | | $ | ( | | $ | | |
See accompanying Notes to Condensed Consolidated Financial Statements.
4
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Cash flows from operating activities: | | | | | | | |
Net income | | $ | | | $ | | |
Loss from discontinued operations, net of income taxes | |
| | |
| — | |
Income from continuing operations | |
| | |
| | |
Adjustments to reconcile income from continuing operations to net cash provided by operating activities: | | | | | | | |
Depreciation and amortization | |
| | |
| | |
Deferred income taxes | |
| | |
| | |
Non-cash lease cost | | | | | | | |
Provision for losses on accounts receivable and inventories | |
| | |
| | |
Share-based compensation expense | |
| | |
| | |
Other | |
| | |
| | |
Changes in assets and liabilities, net of the effects of acquisitions and divestitures: | | | | | | | |
Accounts receivable, net | |
| ( | |
| | |
Inventories | |
| ( | |
| ( | |
Prepaid expenses and other current assets | |
| | |
| | |
Accounts payable | |
| | |
| | |
Accrued and other current liabilities | |
| ( | |
| ( | |
Income taxes | |
| | |
| | |
Other | |
| | |
| ( | |
Net cash provided by operating activities | |
| | |
| | |
Cash flows from investing activities: | | | | | | | |
Capital expenditures | |
| ( | |
| ( | |
Proceeds from sale of property, plant, and equipment | |
| | |
| | |
Acquisition of businesses, net of cash acquired | |
| — | |
| ( | |
Other | |
| | |
| ( | |
Net cash used in investing activities | |
| ( | |
| ( | |
Cash flows from financing activities: | | | | | | | |
Net increase in commercial paper | |
| — | |
| | |
Proceeds from exercise of share options | |
| | |
| | |
Repurchase of ordinary shares | |
| ( | |
| ( | |
Payment of ordinary share dividends to shareholders | |
| ( | |
| ( | |
Other | |
| ( | |
| ( | |
Net cash used in financing activities | |
| ( | |
| ( | |
Effect of currency translation on cash | |
| | |
| ( | |
Net decrease in cash, cash equivalents, and restricted cash | |
| ( | |
| ( | |
Cash, cash equivalents, and restricted cash at beginning of period | |
| | |
| | |
Cash, cash equivalents, and restricted cash at end of period | | $ | | | $ | | |
See accompanying 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 26, 2025.
Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2026 and fiscal 2025 are to our fiscal years ending September 25, 2026 and ended September 26, 2025, respectively.
2. Restructuring and Other Charges, Net
Net restructuring and other charges consisted of the following:
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Restructuring charges, net | | $ | | | $ | | |
Costs related to change in place of incorporation | | | — | | | | |
Other credits, net | |
| — | |
| ( | |
Restructuring and other charges, net | | $ | | | $ | | |
Restructuring Charges, Net
Net restructuring charges by segment were as follows:
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Transportation Solutions | | $ | | | $ | | |
Industrial Solutions | |
| | |
| | |
Restructuring charges, net | | $ | | | $ | | |
6
TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Activity in our restructuring reserves was as follows:
| | Balance at | | | | | | | | | | | Balance at | | |||||
| | September 26, | | | | | Changes in | | Cash | | Non-Cash | | December 26, | | |||||
| | 2025 | | Charges | | Estimate | | Payments | | Items | | 2025 | | ||||||
| | (in millions) | | ||||||||||||||||
Fiscal 2026 Actions: | | | | | | | | | | | | | | | | | | | |
Employee severance | | $ | — | | $ | | | $ | — | | $ | — | | $ | — | | $ | | |
Property, plant, and equipment | | | — | | | | | | — | | | — | | | ( | | | — | |
Total | | | — | | | | | | — | | | — | | | ( | | | | |
Fiscal 2025 Actions: | | | | | | | | | | | | | | | | | | | |
Employee severance | | | | | | — | | | ( | | | ( | | | — | | | | |
Total | | | | | | — | | | ( | | | ( | | | — | | | | |
Pre-Fiscal 2025 Actions: | | | | | | | | | | | | | | | | | | | |
Employee severance | | | | | | | | | | | | ( | | | — | | | | |
Facility and other exit costs | | | | | | — | | | — | | | ( | | | — | | | | |
Total | | | | | | | | | | | | ( | | | — | | | | |
Total Activity | | $ | | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | | |
Fiscal 2026 Actions
During fiscal 2026, we initiated a restructuring program to optimize our manufacturing footprint and improve the cost structure of our organization. During the quarter ended December 26, 2025, we recorded restructuring charges of $
Fiscal 2025 Actions
During fiscal 2025, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments. In connection with this program, during the quarters ended December 26, 2025 and December 27, 2024, we recorded restructuring credits of $
Pre-Fiscal 2025 Actions
During the quarters ended December 26, 2025 and December 27, 2024, we recorded net restructuring charges of $
Total Restructuring Reserves
Restructuring reserves included on the Condensed Consolidated Balance Sheets were as follows:
| | December 26, | | September 26, | | ||
| | 2025 | | 2025 | | ||
| | (in millions) | | ||||
Accrued and other current liabilities | | $ | | | $ | | |
Other liabilities | |
| | |
| | |
Restructuring reserves | | $ | | | $ | | |
7
TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
3. Acquisitions
During the quarter ended December 27, 2024, we acquired
4. Inventories
Inventories consisted of the following:
| | December 26, | | September 26, | | ||
| | 2025 | | 2025 | | ||
| | (in millions) | | ||||
Raw materials | | $ | | | $ | | |
Work in progress | |
| | |
| | |
Finished goods | |
| | |
| | |
Inventories | | $ | | | $ | | |
5. Goodwill
The changes in the carrying amount of goodwill by segment were as follows:
| | Transportation | | Industrial | | | | | ||
| | Solutions | | Solutions | | Total | | |||
| | (in millions) | | |||||||
September 26, 2025(1) | | $ | | | $ | | | $ | | |
Purchase price adjustments | | | — | | | | | | | |
Currency translation | |
| | |
| | |
| | |
December 26, 2025(1) | | $ | | | $ | | | $ | | |
| (1) | At December 26, 2025 and September 26, 2025, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $ |
6. Intangible Assets, Net
Net intangible assets consisted of the following:
| | | | | | | | | | | | | | | | | | | |
| | December 26, 2025 | | September 26, 2025 | | ||||||||||||||
| | Gross | | | | | Net | | Gross | | | | | Net | | ||||
| | Carrying | | Accumulated | | Carrying | | Carrying | | Accumulated | | Carrying | | ||||||
| | Amount | | Amortization | | Amount | | Amount | | Amortization | | Amount | | ||||||
| | (in millions) | | ||||||||||||||||
Customer relationships | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | | |
Intellectual property | | | | | | ( | | | | | | | | | ( | | | | |
Other | |
| | |
| ( | |
| | |
| | |
| ( | |
| | |
Total | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | | |
Intangible asset amortization expense was $
8
TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
At December 26, 2025, the aggregate amortization expense on intangible assets is expected to be as follows:
| | (in millions) | | |
Remainder of fiscal 2026 | | $ | | |
Fiscal 2027 | | | | |
Fiscal 2028 | |
| | |
Fiscal 2029 | |
| | |
Fiscal 2030 | |
| | |
Fiscal 2031 | |
| | |
Thereafter | |
| | |
Total | | $ | | |
7. Debt
Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, had
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 $
8. Leases
The components of lease cost were as follows:
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Operating lease cost | | $ | | | $ | | |
Variable lease cost | | | | | | | |
Total lease cost | | $ | | | $ | | |
Cash flow information, including significant non-cash transactions, related to leases was as follows:
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | |
Payments for operating leases(1) | | $ | | | $ | | |
| | | | | | | |
Right-of-use assets, including modifications of existing leases, obtained in exchange for operating lease liabilities | | | | | | | |
| (1) | These payments are included in cash flows from operating activities, primarily in changes in accrued and other current liabilities. |
9
TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
9. Commitments and Contingencies
Legal Proceedings
In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, trade compliance matters, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.
Trade Compliance Matters
As part of our ongoing internal compliance activities, we have been investigating compliance with relevant country of origin for import matters and recently made a voluntary disclosure to the U.S. Customs and Border Protection Agency regarding potential Section 301 unpaid duties, fees, and interest for certain imported products into the U.S. We are unable to predict the timing and final outcome of investigation into this matter. An unfavorable outcome may include unpaid duties, fees, interest, and penalties imposed in response to our disclosures. Based on currently available information, we have reserved an aggregate of $
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 26, 2025, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $
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 26, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $
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
10
TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
financial institution. The outstanding payment obligations under our supply chain finance program, which are included in accounts payable on our Condensed Consolidated Balance Sheets, were $
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 $
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 $
These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:
| | December 26, | | September 26, | | ||
| | 2025 | | 2025 | | ||
| | (in millions) | | ||||
Prepaid expenses and other current assets | | $ | | | $ | | |
Other assets | |
| | |
| | |
Accrued and other current liabilities | | | | | | | |
Other liabilities | | | | | | | |
The impacts of our hedge of net investment programs were as follows:
| | | For the | | |||
| | | Quarters Ended | | |||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Foreign currency exchange gains (losses) on intercompany loans and external borrowings(1) | | $ | ( | | $ | | |
Gains on cross-currency swap contracts designated as hedges of net investment(1) | |
| | |
| | |
| (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. |
11
TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Commodity Hedges
As part of managing the exposure to certain commodity price fluctuations, we utilize commodity swap contracts. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in prices of commodities used in production. These contracts had an aggregate notional value of $
| | December 26, | | September 26, | | ||
| | 2025 | | 2025 | | ||
| | (in millions) | | ||||
Prepaid expenses and other current assets | | $ | | | $ | | |
Other assets | |
| | |
| | |
The impacts of our commodity swap contracts were as follows:
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Gains (losses) recorded in other comprehensive income (loss) | | $ | | | $ | ( | |
Gains reclassified from accumulated other comprehensive income (loss) into cost of sales | | | | | | | |
We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with commodity hedges will be reclassified into the Condensed Consolidated Statement of Operations within the next twelve months.
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 26, | | December 27, | | December 26, | | December 27, | | ||||
| | 2025 | | 2024 | | 2025 | | 2024 | | ||||
| | (in millions) | | ||||||||||
Operating expense: | | | | | | | | | | | | | |
Service cost | | $ | | | $ | | | $ | | | $ | | |
Other (income) expense: | | | | | | | | | | | | | |
|
| | |
| | |
| | |
| | | |
|
| ( | |
| ( | |
| ( | |
| ( | | |
|
| | |
| | |
| | |
| | | |
|
| ( | |
| ( | |
| — | |
| — | | |
Net periodic pension benefit cost | | $ | | | $ | | | $ | ( | | $ | — | |
During the quarter ended December 26, 2025, we contributed $
12
TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
12. Income Taxes
We recorded income tax expense of $
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 26, | | December 27, | |
| | 2025 | | 2024 | |
| | (in millions) | | ||
Basic | | | | | |
Dilutive impact of share-based compensation arrangements | | | | | |
Diluted | | | | | |
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 shares and inclusion would be antidilutive:
| | For the | | ||
| | Quarters Ended | | ||
| | December 26, | | December 27, | |
| | 2025 | | 2024 | |
| | (in millions) | | ||
Antidilutive share options |
| — | | | |
14. Shareholders’ Equity
Dividends
We paid cash dividends to shareholders as follows:
| | For the |
| ||||
| | Quarters Ended |
| ||||
| | December 26, | | December 27, |
| ||
| | 2025 | | 2024 | | ||
Dividends paid per ordinary share | | $ | | | $ | | |
In , our Board of Directors declared a regular quarterly cash dividend of $
13
TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Share Repurchase Program
Ordinary shares repurchased under the share repurchase program were as follows:
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Number of ordinary shares repurchased |
| | |
| | | |
Repurchase value |
| $ | |
| $ | | |
At December 26, 2025, we had $
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 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Share-based compensation expense |
| $ | |
| $ | | |
As of December 26, 2025, there was $
During the quarter ended December 26, 2025, we granted the following share-based awards as part of our annual incentive plan grant:
| | | | Grant-Date | | |
| | Shares | | Fair Value | | |
| | (in millions) | | | | |
Share options | | | | $ | | |
Restricted share awards | | | |
| | |
Performance share awards | | | | | | |
As of December 26, 2025, we had
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 | |
| | % | |
Risk-free interest rate | |
| | % | |
Expected annual dividend per share | | $ | | | |
Expected life of options (in years) | |
| | |
14
TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
16. Segment and Geographic Data
Net sales by (1) and industry end market were as follows:
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Transportation Solutions: | | | | | | | |
Automotive | | $ | | | $ | | |
Commercial transportation | |
| | |
| | |
Sensors | |
| | |
| | |
Total Transportation Solutions | | | | | | | |
Industrial Solutions: | | | | | | | |
Digital data networks | |
| | |
| | |
Automation and connected living | | | | | | | |
Aerospace, defense, and marine | | | | | | | |
Energy | |
| | |
| | |
Medical | | | | | | | |
Total Industrial Solutions | | | | | | | |
Total | | $ | | | $ | | |
| (1) | Intersegment sales were not material. |
Net sales by geographic region(1) and segment were as follows:
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Asia–Pacific: | | | | | | | |
Transportation Solutions | | $ | | | $ | | |
Industrial Solutions | |
| | |
| | |
Total Asia–Pacific | |
| | |
| | |
Europe/Middle East/Africa (“EMEA”): | | | | | | | |
Transportation Solutions | | | | | | | |
Industrial Solutions | |
| | |
| | |
Total EMEA | |
| | |
| | |
Americas: | | | | | | | |
Transportation Solutions | | | | | | | |
Industrial Solutions | |
| | |
| | |
Total Americas | |
| | |
| | |
Total | | $ | | | $ | | |
| (1) | Net sales to external customers are attributed to individual countries based on the legal entity that records the sale. |
15
TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
The following table presents operating results and other data by reportable segment:
| | For the Quarter Ended December 26, 2025 | | |||||||
| | Transportation | | Industrial | | | | | ||
| | Solutions | | Solutions | | Total | | |||
| | (in millions) | ||||||||
Net sales | | $ | | | $ | | | $ | | |
Less: | | | | | | | | | | |
Cost of sales | | | | | | | | | | |
Selling, general, and administrative expenses | | | | | | | | | | |
Research, development, and engineering expenses | | | | | | | | | | |
Other segment items(1) | | | | | | | | | | |
Operating income | | $ | | | $ | | | $ | | |
| | | | | | | | | | |
Depreciation | | $ | | | $ | | | $ | | |
Amortization | | | | | | | | | | |
Capital expenditures | | | | | | | | | | |
| | For the Quarter Ended December 27, 2024 | | |||||||
| | Transportation | | Industrial | | | | | ||
| | Solutions | | Solutions | | Total | | |||
| | (in millions) | ||||||||
Net sales | | $ | | | $ | | | $ | | |
Less: | | | | | | | | | | |
Cost of sales | | | | | | | | | | |
Selling, general, and administrative expenses | | | | | | | | | | |
Research, development, and engineering expenses | | | | | | | | | | |
Other segment items(1) | | | | | | | | | | |
Operating income | | $ | | | $ | | | $ | | |
| | | | | | | | | | |
Depreciation | | $ | | | $ | | | $ | | |
Amortization | | | | | | | | | | |
Capital expenditures | | | | | | | | | | |
| (1) | Other segment items consist of acquisition and integration costs and net restructuring and other charges. |
Segment assets and a reconciliation of segment assets to total assets were as follows:
| | December 26, | | September 26, | | ||
| | 2025 | | 2025 | | ||
| | (in millions) | | ||||
Transportation Solutions | | $ | | | $ | | |
Industrial Solutions | |
| | |
| | |
Total segment assets(1) | |
| | |
| | |
Other current assets | |
| | |
| | |
Other noncurrent assets | |
| | |
| | |
Total assets | | $ | | | $ | | |
| (1) | Segment assets are composed of accounts receivable, inventories, and net property, plant, and equipment. |
16
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. As a trusted innovation partner, our broad range of connectivity and sensor solutions enable the distribution of power, signal, and data to advance next-generation transportation, energy networks, automated factories, data centers enabling artificial intelligence, and more.
Summary of Performance
| ● | Our net sales increased 21.7% in the first quarter of fiscal 2026 due to sales growth in the Industrial Solutions and Transportation Solutions segments. Richards Manufacturing Co. (“Richards Manufacturing”), which was acquired in the third quarter of fiscal 2025, contributed net sales of $107 million. On an organic basis, our net sales increased 15.0% in the first quarter of fiscal 2026 as compared to the same period of fiscal 2025. |
| ● | Our net sales by segment were as follows: |
| ● | Transportation Solutions—Our net sales increased 10.0% in the first quarter of fiscal 2026 due primarily to sales increases in the automotive end market and, to a lesser degree, the commercial transportation end market. |
| ● | Industrial Solutions—Our net sales increased 38.2% in the first quarter of fiscal 2026 primarily as a result of sales growth in the digital data networks and energy end markets. |
| ● | In December 2025, our Board of Directors declared a regular quarterly cash dividend of $0.71 per ordinary share, payable on March 13, 2026, to shareholders of record on February 20, 2026. |
| ● | Net cash provided by operating activities was $865 million in the first quarter of fiscal 2026. |
17
Outlook
In the second quarter of fiscal 2026, we expect our net sales to be approximately $4.7 billion, as compared to $4.1 billion in the second quarter of fiscal 2025. This increase is due to sales growth in both the Industrial Solutions segment, which will continue to benefit from the fiscal 2025 acquisition of Richards Manufacturing, and the Transportation Solutions segment. In the second quarter of fiscal 2026, we expect diluted earnings per share from continuing operations to be approximately $2.26 per share. This outlook reflects the positive impact of foreign currency exchange rates on net sales and earnings per share of approximately $180 million and $0.05 per share, respectively, in the second quarter of fiscal 2026 as compared to the same period of fiscal 2025 and includes the impact of currently enacted tariffs and our planned mitigation of those tariffs. Also, this outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels.
Results of Operations
Net Sales
The following table presents our net sales and the percentage of total net sales by segment:
| | For the | | | |||||||||
| | Quarters Ended | | | |||||||||
| | December 26, | | | December 27, | | | ||||||
| | 2025 | | | 2024 | | | ||||||
|
| ($ in millions) |
| ||||||||||
Transportation Solutions | | $ | 2,467 | | 53 | % | | $ | 2,243 | | 58 | % | |
Industrial Solutions | |
| 2,202 |
| 47 | | |
| 1,593 |
| 42 | | |
Total | | $ | 4,669 |
| 100 | % | | $ | 3,836 |
| 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 26, 2025 | | ||||||||||||||
| versus Net Sales for the Quarter Ended December 27, 2024 | | ||||||||||||||
| Net Sales | | Organic Net Sales | | | | | | | | ||||||
| Growth | | Growth | | Translation | | Acquisitions | | ||||||||
| ($ in millions) |
| ||||||||||||||
Transportation Solutions | $ | 224 |
| 10.0 | % | $ | 158 |
| 7.0 | % | $ | 66 | | $ | — | |
Industrial Solutions |
| 609 |
| 38.2 | |
| 419 |
| 26.3 | |
| 38 | |
| 152 | |
Total | $ | 833 |
| 21.7 | % | $ | 577 |
| 15.0 | % | $ | 104 | | $ | 152 | |
Net sales increased $833 million, or 21.7%, in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025 due to organic net sales growth of 15.0%, the positive impact of 4.0% from acquisitions, and the positive impact of foreign currency translation of 2.7% due to the strengthening of certain foreign currencies. Richards Manufacturing, which was acquired in the third quarter of fiscal 2025, contributed net sales of $107 million in the first quarter of fiscal 2026. See further discussion of net sales below under “Segment Results.”
Net Sales by Geographic Region. Our business operates in three geographic regions—Asia–Pacific, Europe/Middle East/Africa (“EMEA”), and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates. Increases or decreases in the value of the U.S. dollar, compared to other currencies, will directly affect our reported results as we translate those currencies into U.S. dollars at the end of each fiscal period.
Approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first quarter of fiscal 2026.
18
The following table presents our net sales and the percentage of total net sales by geographic region(1):
| | For the | | | |||||||||
| | Quarters Ended | | | |||||||||
| | December 26, | | | December 27, | | | ||||||
| | 2025 | | | 2024 | | | ||||||
| | ($ in millions) | |||||||||||
Asia–Pacific | | $ | 2,006 |
| 43 | % | | $ | 1,603 |
| 42 | % | |
EMEA | | | 1,440 | | 31 | | | | 1,229 | | 32 | | |
Americas | |
| 1,223 |
| 26 | | |
| 1,004 |
| 26 | | |
Total | | $ | 4,669 |
| 100 | % | | $ | 3,836 |
| 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 26, 2025 | | ||||||||||||||
| | versus Net Sales for the Quarter Ended December 27, 2024 | | ||||||||||||||
| | Net Sales | | Organic Net Sales | | | | | | | | ||||||
| | Growth | | Growth | | Translation | | Acquisitions | | ||||||||
| | ($ in millions) |
| ||||||||||||||
Asia–Pacific | | $ | 403 |
| 25.1 | % | $ | 392 |
| 24.5 | % | $ | 11 | | $ | — | |
EMEA | | | 211 | | 17.2 | | | 123 | | 10.0 | | | 88 | | | — | |
Americas | |
| 219 |
| 21.8 | |
| 62 |
| 6.2 | |
| 5 | |
| 152 | |
Total | | $ | 833 |
| 21.7 | % | $ | 577 |
| 15.0 | % | $ | 104 | | $ | 152 | |
Cost of Sales and Gross Margin
The following table presents cost of sales and gross margin information:
| | For the | | | | |
| |||||
| | Quarters Ended | | | | |
| |||||
| | December 26, | | | December 27, | | | |
| |||
| | 2025 | | | 2024 | | | Change | | |||
| | ($ in millions) |
| |||||||||
Cost of sales | | $ | 2,930 | | | $ | 2,476 | | | $ | 454 | |
As a percentage of net sales | |
| 62.8 | % | |
| 64.5 | % | |
| | |
| | | | | | | | | | | | |
Gross margin | | $ | 1,739 | | | $ | 1,360 | | | $ | 379 | |
As a percentage of net sales | |
| 37.2 | % | |
| 35.5 | % | |
| | |
Gross margin increased $379 million in the first quarter of fiscal 2026 as compared to the same period of fiscal 2025 due primarily to higher volume and improved manufacturing productivity.
We use a wide variety of raw materials in the manufacture of our products. Cost of sales and gross margin are subject to variability in raw material prices, which continue to fluctuate for many of the raw materials we use. The following table presents the average prices incurred related to copper, gold, silver, and palladium:
| | | | For the | ||||
| | | | Quarters Ended | ||||
| | | | December 26, | | December 27, | ||
| | Measure | | 2025 | | 2024 | ||
Copper |
| Lb. | | $ | 4.57 | | $ | 4.09 |
Gold |
| Troy oz. | |
| 3,198 | |
| 2,305 |
Silver | | Troy oz. | | | 37.67 | | | 27.75 |
Palladium |
| Troy oz. | |
| 1,136 | |
| 1,144 |
19
We expect to purchase approximately 185 million pounds of copper, 105,000 troy ounces of gold, 1.8 million troy ounces of silver, and 12,000 troy ounces of palladium in fiscal 2026.
Operating Expenses
The following table presents operating expense information:
| | For the | | | | | | |||||
| | Quarters Ended | | | | | | |||||
| | December 26, | | | December 27, | | | | | |||
| | 2025 | | | 2024 | | | Change | | |||
| | ($ in millions) | | |||||||||
Selling, general, and administrative expenses | | $ | 538 | | | $ | 427 | | | $ | 111 | |
As a percentage of net sales | |
| 11.5 | % | |
| 11.1 | % | |
| | |
| | | | | | | | | | | | |
Restructuring and other charges, net | | $ | 10 | | | $ | 50 | | | $ | (40) | |
Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $111 million in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2025 due primarily to increased selling expenses to support higher sales levels, higher incentive compensation costs, incremental expenses attributable to recently acquired businesses, and the impact of cost inflation.
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 2026, we initiated a restructuring program to optimize our manufacturing footprint and improve the cost structure of our organization. We incurred net restructuring charges of $10 million during the first quarter of fiscal 2026, of which $4 million related to our fiscal 2026 program. Annualized cost savings related to the fiscal 2026 actions commenced during the first quarter of fiscal 2026 are expected to be approximately $3 million and are expected to be fully realized by the end of fiscal 2027. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. For fiscal 2026, 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 $110 million.
See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding net restructuring and other charges.
Operating Income
The following table presents operating income and operating margin information:
| | For the | | | | | | |||||
| | Quarters Ended | | | | | | |||||
| | December 26, | | | December 27, | | | | | |||
| | 2025 | | | 2024 | | | Change | | |||
| | ($ in millions) | | |||||||||
Operating income | | $ | 963 | | | $ | 690 | | | $ | 273 | |
Operating margin | |
| 20.6 | % | |
| 18.0 | % | |
| | |
20
Operating income included the following:
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Acquisition-related charges: |
| | |
| | | |
Acquisition and integration costs | | $ | 3 | | $ | 5 | |
Charges associated with the amortization of acquisition-related fair value adjustments | |
| 3 | |
| — | |
| |
| 6 | |
| 5 | |
Restructuring and other charges, net | |
| 10 | |
| 50 | |
Amortization expense | | | 57 | | | 39 | |
Total | | $ | 73 | | $ | 94 | |
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 26, | | | December 27, | | | | | |||
| | 2025 | | | 2024 | | | Change | | |||
| | ($ in millions) | | |||||||||
Interest expense | | $ | 30 | | | $ | 6 | | | $ | 24 | |
| | | | | | | | | | | | |
Income tax expense | | $ | 210 | | | $ | 178 | | | $ | 32 | |
Effective tax rate | |
| 21.9 | % | |
| 25.2 | % | |
| | |
Interest Expense. Interest expense increased $24 million in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025 due primarily to higher average debt levels and cost of debt.
Income Taxes. See Note 12 to the Condensed Consolidated Financial Statements for discussion of income taxes.
Segment Results
Transportation Solutions
Net Sales. The following table presents the Transportation Solutions segment’s net sales and the percentage of total net sales by industry end market:
| | For the | | | |||||||||
| | Quarters Ended | | | |||||||||
| | December 26, | | | December 27, | | | ||||||
| | 2025 | | | 2024 | | | ||||||
| | ($ in millions) | | ||||||||||
Automotive | | $ | 1,885 | | 76 | % | | $ | 1,722 | | 77 | % | |
Commercial transportation | |
| 370 |
| 15 | | |
| 312 |
| 14 | | |
Sensors | |
| 212 |
| 9 | | |
| 209 |
| 9 | | |
Total | | $ | 2,467 |
| 100 | % | | $ | 2,243 |
| 100 | % | |
21
The following table provides an analysis of the change in the Transportation Solutions segment’s net sales by industry end market:
| | Change in Net Sales for the Quarter Ended December 26, 2025 | | |||||||||||
| | versus Net Sales for the Quarter Ended December 27, 2024 | | |||||||||||
| | Net Sales | | Organic Net Sales | | | | | ||||||
| | Growth | | Growth (Decline) | | Translation |
| |||||||
| | ($ in millions) |
| |||||||||||
Automotive | | $ | 163 | | 9.5 | % | $ | 112 | | 6.5 | % | $ | 51 | |
Commercial transportation | |
| 58 |
| 18.6 | |
| 51 |
| 16.3 | |
| 7 | |
Sensors | |
| 3 |
| 1.4 | |
| (5) |
| (2.3) | |
| 8 | |
Total | | $ | 224 |
| 10.0 | % | $ | 158 |
| 7.0 | % | $ | 66 | |
Net sales in the Transportation Solutions segment increased $224 million, or 10.0%, in the first quarter of fiscal 2026 from the first quarter of fiscal 2025 due to organic net sales growth of 7.0% and the positive impact of foreign currency translation of 3.0%. Net price erosion negatively affected organic net sales by $22 million in the first quarter of fiscal 2026. Our organic net sales by industry end market were as follows:
| ● | Automotive—Our organic net sales increased 6.5% in the first quarter of fiscal 2026 as a result of growth of 9.9% in the Asia–Pacific region and 3.9% in the EMEA region, partially offset by declines of 0.5% in the Americas region. Our organic net sales growth in the Asia–Pacific and EMEA regions was due primarily to increased content per vehicle. In the Americas region, our organic net sales declined due to declines in vehicle production, partially offset by increased content per vehicle. |
| ● | Commercial transportation—Our organic net sales increased 16.3% in the first quarter of fiscal 2026 due to growth in the Asia–Pacific and EMEA regions, partially offset by declines in the Americas region. |
| ● | Sensors—Our organic net sales decreased 2.3% in the first quarter of fiscal 2026 as a result of declines in transportation applications, partially offset by growth in industrial applications. |
Operating Income. The following table presents the Transportation Solutions segment’s operating income and operating margin information:
| | For the | | | | | ||||
| | Quarters Ended | | | | | ||||
| | December 26, | | December 27, | | | | | ||
| | 2025 | | 2024 | | Change | | |||
| | ($ in millions) | | |||||||
Operating income | | $ | 501 | | $ | 446 | | $ | 55 | |
Operating margin | |
| 20.3 | % |
| 19.9 | % |
| | |
Operating income in the Transportation Solutions segment increased $55 million in the first quarter of fiscal 2026 as compared to the same period of fiscal 2025. Excluding the items below, operating income increased in the first quarter of fiscal 2026 primarily as a result of higher volume.
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Restructuring and other charges, net | | $ | 4 | | $ | 32 | |
Amortization expense | | | 18 | | | 17 | |
Total | | $ | 22 | | $ | 49 | |
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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:
| | For the | | | |||||||||
| | Quarters Ended | | | |||||||||
| | December 26, | | | December 27, | | | ||||||
| | 2025 | | | 2024 | | | ||||||
| | ($ in millions) | | ||||||||||
Digital data networks | | $ | 707 | | 32 | % | | $ | 413 | | 26 | % | |
Automation and connected living | | | 549 |
| 25 | | | | 479 |
| 30 | | |
Aerospace, defense, and marine | | | 381 | | 17 | | | | 334 | | 21 | | |
Energy | |
| 406 |
| 19 | | |
| 216 |
| 14 | | |
Medical | | | 159 |
| 7 | | | | 151 | | 9 | | |
Total | | $ | 2,202 |
| 100 | % | | $ | 1,593 |
| 100 | % | |
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 26, 2025 | | ||||||||||||||
| | versus Net Sales for the Quarter Ended December 27, 2024 | | ||||||||||||||
| | Net Sales | | Organic Net Sales | | | | | | | |||||||
| | Growth | | Growth | | Translation | | Acquisitions | | ||||||||
| | ($ in millions) |
| ||||||||||||||
Digital data networks | | $ | 294 | | 71.2 | % | $ | 288 | | 69.7 | % | $ | 6 | | $ | — | |
Automation and connected living | | | 70 |
| 14.6 | | | 55 |
| 11.6 | | | 14 | | | 1 | |
Aerospace, defense, and marine | |
| 47 | | 14.1 | | | 36 | | 10.9 | | | 11 | | | — | |
Energy | | | 190 |
| 88.0 | |
| 32 |
| 14.6 | |
| 7 | |
| 151 | |
Medical | |
| 8 |
| 5.3 | |
| 8 |
| 5.3 | |
| — | |
| — | |
Total | | $ | 609 |
| 38.2 | % | $ | 419 |
| 26.3 | % | $ | 38 | | $ | 152 | |
In the Industrial Solutions segment, net sales increased $609 million, or 38.2%, in the first quarter of fiscal 2026 as compared to the first quarter of fiscal 2025 due primarily to organic net sales growth of 26.3% and the positive impact of 9.5% from acquisitions. Richards Manufacturing, which was acquired in the third quarter of fiscal 2025, contributed net sales of $107 million in the first quarter of fiscal 2026. Net pricing actions positively affected organic net sales by $28 million in the first quarter of fiscal 2026. Our organic net sales by industry end market were as follows:
| ● | Digital data networks—Our organic net sales increased 69.7% in the first quarter of fiscal 2026 due primarily to growth in artificial intelligence and cloud applications. |
| ● | Automation and connected living—Our organic net sales increased 11.6% in the first quarter of fiscal 2026 due primarily to growth in factory automation applications. |
| ● | Aerospace, defense, and marine—Our organic net sales increased 10.9% in the first quarter of fiscal 2026 primarily as a result of growth in the defense and commercial aerospace markets. |
| ● | Energy—Our organic net sales increased 14.6% in the first quarter of fiscal 2026 as a result of growth across all regions. |
| ● | Medical—Our organic net sales increased 5.3% in the first quarter of fiscal 2026 due primarily to growth in interventional medical applications. |
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Operating Income. The following table presents the Industrial Solutions segment’s operating income and operating margin information:
| | For the | | | | | ||||
| | Quarters Ended | | | | | ||||
| | December 26, | | December 27, | | | | | ||
| | 2025 | | 2024 | | Change | | |||
| | ($ in millions) | | |||||||
Operating income | | $ | 462 | | $ | 244 | | $ | 218 | |
Operating margin | |
| 21.0 | % |
| 15.3 | % |
| | |
Operating income in the Industrial Solutions segment increased $218 million in the first quarter of fiscal 2026 as compared to the same period of fiscal 2025. Excluding the items below, operating income increased in the first quarter of fiscal 2026 primarily as a result of higher volume.
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Acquisition-related charges: |
| | |
| | |
|
Acquisition and integration costs | | $ | 3 | | $ | 5 | |
Charges associated with the amortization of acquisition-related fair value adjustments | |
| 3 | |
| — | |
| |
| 6 | |
| 5 | |
Restructuring and other charges, net | |
| 6 | |
| 18 | |
Amortization expense | | | 39 | | | 22 | |
Total | | $ | 51 | | $ | 45 | |
Liquidity and Capital Resources
Our ability to fund our future capital needs will be affected by our ongoing ability to generate cash from operations and may be affected by our access to capital markets, money markets, or other sources of funding, as well as the capacity and terms of our financing arrangements. We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the repayment of $500 million of 4.50% senior notes and $350 million of 3.70% senior notes, both due in February 2026. Also, we may use excess cash and other funding to acquire strategic businesses or product lines, reduce our outstanding debt, or return cash to shareholders through dividends on our ordinary shares or purchases of our ordinary shares pursuant to our authorized share repurchase program. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions. We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs.
Cash Flows from Operating Activities
In the first quarter of fiscal 2026, net cash provided by operating activities decreased $13 million to $865 million from $878 million in the first quarter of fiscal 2025. The decrease resulted primarily from the impact of changes in working capital levels, partially offset by higher pre-tax income. The amount of income taxes paid, net of refunds, during the first quarters of fiscal 2026 and 2025 was $88 million and $49 million, respectively.
Cash Flows from Investing Activities
Capital expenditures were $258 million and $205 million in the first quarters of fiscal 2026 and 2025, respectively. We expect fiscal 2026 capital spending levels to be approximately 6% 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.
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During the first quarter of fiscal 2025, we acquired two businesses for a combined cash purchase price of $325 million, net of cash acquired. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.
Cash Flows from Financing Activities and Capitalization
Total debt at December 26, 2025 and September 26, 2025 was $5,708 million and $5,694 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt.
Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, had no commercial paper outstanding at December 26, 2025 or September 26, 2025.
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 26, 2025 or September 26, 2025.
The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 (or temporarily 4.25 following a qualified acquisition) to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of December 26, 2025, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future.
In addition to the Credit Facility, TEGSA is the borrower under our senior notes and commercial paper. Payment obligations under TEGSA’s senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Switzerland Ltd., and its parent, TE Connectivity plc.
Payments of ordinary share dividends to shareholders were $209 million and $189 million in the first quarters of fiscal 2026 and 2025, respectively.
In December 2025, our Board of Directors declared a regular quarterly cash dividend of $0.71 per ordinary share, payable on March 13, 2026, to shareholders of record on February 20, 2026.
Ordinary shares repurchased under the share repurchase program were as follows:
| | For the | | ||||
| | Quarters Ended | | ||||
| | December 26, | | December 27, | | ||
| | 2025 | | 2024 | | ||
| | (in millions) | | ||||
Number of ordinary shares repurchased |
| | 2 |
| | 2 | |
Repurchase value |
| $ | 406 |
| $ | 310 | |
At December 26, 2025, we had $983 million of availability remaining under our share repurchase authorization.
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
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in earnings of our non-guarantor subsidiaries, for TE Connectivity plc, TE Connectivity Switzerland Ltd., and TEGSA on a combined basis.
| | December 26, | | September 26, | | ||
| | 2025 | | 2025 | | ||
| | (in millions) | | ||||
Balance Sheet Data: | | | | | | | |
Total current assets | | $ | 1,283 | | $ | 1,236 | |
Total noncurrent assets(1) | |
| 3,223 | |
| 2,465 | |
| | | | | | | |
Total current liabilities | |
| 1,369 | |
| 1,348 | |
Total noncurrent liabilities(2) | | | 11,262 | | | 10,033 | |
| (1) | Includes $3,158 million and $2,444 million as of December 26, 2025 and September 26, 2025, respectively, of intercompany loans receivable from non-guarantor subsidiaries. |
| (2) | Includes $6,219 million and $5,001 million as of December 26, 2025 and September 26, 2025, respectively, of intercompany loans payable to non-guarantor subsidiaries. |
| | For the | | For the | | ||
| | Quarter Ended | | Fiscal Year Ended | | ||
| | December 26, | | September 26, | | ||
| | 2025 | | 2025 | | ||
| | (in millions) | | ||||
Statement of Operations Data: | | | | | | | |
Income (loss) from continuing operations | | $ | 13 | | $ | (197) | |
Net income (loss) | |
| 13 | |
| (197) | |
Guarantees
In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from fiscal 2026 through the completion of such transactions. The guarantees would be triggered in the event of nonperformance, and the potential exposure for nonperformance under the guarantees would not have a material effect on our results of operations, financial position, or cash flows.
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 26, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $245 million.
Commitments and Contingencies
Legal Proceedings
In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, trade compliance matters, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.
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Trade Compliance Matters
As part of our ongoing internal compliance activities, we have been investigating compliance with relevant country of origin for import matters and recently made a voluntary disclosure to the U.S. Customs and Border Protection Agency regarding potential Section 301 unpaid duties, fees, and interest for certain imported products into the U.S. We are unable to predict the timing and final outcome of investigation into this matter. An unfavorable outcome may include unpaid duties, fees, interest, and penalties imposed in response to our disclosures. Based on currently available information, we have reserved an aggregate of $27 million related to this exposure. The investigation into this matter has yet to be completed and the final outcome of such investigation and related duties, fees, interest, and potential penalties may differ from amounts currently reserved.
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 26, 2025. There were no significant changes to this information during the first quarter of fiscal 2026.
Non-GAAP Financial Measure
Organic Net Sales Growth (Decline)
We present organic net sales growth (decline) as we believe it is appropriate for investors to consider this adjusted financial measure in addition to results in accordance with GAAP. Organic net sales growth (decline) represents net sales growth (decline) (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic net sales growth (decline) is a useful measure of our performance because it excludes items that are not completely under management’s control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity.
Organic net sales growth (decline) provides useful information about our results and the trends of our business. Management uses this measure to monitor and evaluate performance. Also, management uses this measure together with GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our overall company. It is also a significant component in our incentive compensation plans. We believe that investors benefit from having access to the same financial measures that management uses in evaluating operations. The tables presented in “Results of Operations” and “Segment Results” provide reconciliations of organic net sales growth (decline) to net sales growth (decline) calculated in accordance with GAAP.
Organic net sales growth (decline) is a non-GAAP financial measure and should not be considered a replacement for results in accordance with GAAP. This non-GAAP financial measure may not be comparable to similarly-titled measures reported by other companies. The primary limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using organic net sales growth (decline) in combination with net sales growth (decline) to better understand the amounts, character, and impact of any increase or decrease in reported amounts.
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Forward-Looking Information
Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” and “should,” or the negative of these terms or similar expressions.
Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law.
The following and other risks, which are described in greater detail in “Part I. Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended September 26, 2025, and in this report, could cause our results to differ materially from those expressed in forward-looking statements:
| ● | conditions in the global or regional economies and global capital markets, and cyclical industry conditions, including recession, inflation, tariffs, and higher interest rates; |
| ● | conditions affecting demand for products in the industries we serve, particularly the automotive industry; |
| ● | risk of future goodwill impairment; |
| ● | pricing pressure and competition, including competitive risks associated with the pace of technological change; |
| ● | market acceptance of our new product introductions and product innovations and product life cycles; |
| ● | raw material availability, quality, and cost; |
| ● | product liability, warranty, and product recall claims and our ability to defend such claims; |
| ● | fluctuations in foreign currency exchange rates and impacts of offsetting hedges; |
| ● | financial condition and consolidation of customers and vendors; |
| ● | reliance on third-party suppliers; |
| ● | risks associated with current and future acquisitions and divestitures; |
| ● | global risks of business interruptions due to natural disasters or other disasters which have impacted and could continue to negatively impact our results of operations as well as customer behaviors, business, and manufacturing operations as well as our facilities and the facilities of our suppliers, and other aspects of our business; |
| ● | global risks of political, economic, and military instability, including the continuing military conflicts in certain parts of the world, and volatile and uncertain economic conditions and the evolving regulatory system in China; |
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| ● | risks associated with cybersecurity incidents and other disruptions to our information technology infrastructure, including as a result of artificial intelligence; |
| ● | risks related to compliance with current and future environmental and other laws and regulations, including those related to climate change; |
| ● | risks related to the increasing scrutiny and expectations regarding environmental, social, and governance matters; |
| ● | risks associated with compliance with applicable antitrust or competition laws or applicable trade regulations; |
| ● | our ability to protect our intellectual property rights; |
| ● | risks of litigation, regulatory actions, and compliance issues; |
| ● | our ability to operate within the limitations imposed by our debt instruments; |
| ● | the possible effects on us of various non-U.S. and U.S. legislative proposals and other initiatives that could materially increase our worldwide corporate effective tax rate, increase global cash taxes, and negatively impact our U.S. government contracts business; |
| ● | requirements related to chemical usage, hazardous material content, recycling, and other circular economy initiatives; |
| ● | various risks associated with being an Irish corporation; |
| ● | the impact of fluctuations in the market price of our shares; and |
| ● | the impact of certain provisions of our articles of association on unsolicited takeover proposals. |
There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in our exposures to market risk during the first quarter of fiscal 2026. For further discussion of our exposures to market risk, refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended September 26, 2025.
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 26, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 26, 2025.
Richards Manufacturing Acquisition
We acquired Richards Manufacturing on April 1, 2025. U.S. Securities and Exchange Commission (“SEC”) guidance permits management to omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of
29
acquisition. Accordingly, we excluded Richards Manufacturing from our annual assessment of internal control over financial reporting for the fiscal year ended September 26, 2025. We are in the process of integrating the Richards Manufacturing operations within our internal control structure.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 26, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 9 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a description of our legal proceedings since we filed our Annual Report on Form 10-K for the fiscal year ended September 26, 2025. For a description of our previously reported legal proceedings, refer to “Part I. Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended September 26, 2025.
Environmental Matters
Item 103 of Regulation S-K requires the disclosure of certain environmental matters in which a governmental authority is a party to the proceedings and when such proceedings involve the potential for monetary sanctions that we reasonably believe will exceed a specified threshold. In accordance with the SEC guidance on this item, we have chosen a reporting threshold for such proceedings of $1 million. Applying this threshold, there are no environmental matters to disclose.
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 26, 2025. 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 26, 2025:
| | | | | | | | Maximum | | ||
| | | | | | | Total Number of | | Approximate | | |
| | | | | | | Shares Purchased | | Dollar Value | | |
| | | | | | | as Part of | | of Shares that May | | |
| | Total Number | | Average Price | | Publicly Announced | | Yet Be Purchased | | ||
| | of Shares | | Paid Per | | Plans or | | Under the Plans | | ||
Period | | Purchased(1) | | Share | | Programs(2) | | or Programs(2) | | ||
September 27–October 24, 2025 | | 459,160 | | $ | 223.60 | | 459,160 | | $ | 1,286,101,802 | |
October 25–November 28, 2025 |
| 586,827 | |
| 236.06 |
| 586,827 | |
| 1,147,573,277 | |
November 29–December 26, 2025 |
| 709,803 | |
| 231.74 |
| 709,803 | |
| 983,082,539 | |
Total |
| 1,755,790 | | | 231.06 |
| 1,755,790 | |
| | |
| (1) | During the quarter ended December 26, 2025, all purchases were open market purchases of ordinary shares, summarized on a trade-date basis, made in conjunction with the share repurchase program originally announced in September 2007. This table does not include ordinary shares that we withheld in order to satisfy tax withholding requirements for the vesting and release of restricted stock units. |
| (2) | Our share repurchase program authorizes us to purchase a portion of our outstanding ordinary shares from time to time through open market or private transactions, depending on business and market conditions. The share repurchase program does not have an expiration date. See Note 14 to the Condensed Consolidated Financial Statements for additional information regarding our share repurchase program. |
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
In the quarter ended December 26, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or
| ● | In the quarter ended December 26, 2025, |
The trading plan described above was entered into during an open insider trading window and was in compliance with our insider trading policies and procedures. Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules, and regulations.
ITEM 6. EXHIBITS
Exhibit Number | | Exhibit |
22.1 | * | |
31.1 | * | |
31.2 | * | |
32.1 | ** | |
101.INS | * | Inline XBRL Instance Document(1) |
101.SCH | * | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | * | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | * | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | * | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | * | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | * | Cover Page Interactive Data File(2) |
*Filed herewith
** | Furnished herewith |
| (1) | The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| (2) | Formatted in Inline XBRL and contained in exhibit 101 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TE CONNECTIVITY PLC | |
| | |
| By: | /s/ Heath A. Mitts Heath A. Mitts |
Date: January 23, 2026
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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 26, 2025.
Description of securities |
4.50% senior notes due 2026 |
3.70% senior notes due 2026 |
3.125% senior notes due 2027 |
2.50% euro-denominated senior notes due 2028 |
0.00% euro-denominated senior notes due 2029 |
4.625% senior notes due 2030 |
4.50% senior notes due 2031 |
2.50% senior notes due 2032 |
3.25% euro-denominated senior notes due 2033 |
5.00% senior notes due 2035 |
7.125% senior notes due 2037 |
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 23, 2026 | |
| |
| /s/ Terrence R. Curtin |
| Terrence R. Curtin |
| Chief Executive Officer |
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 23, 2026 | |
| |
| /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 26, 2025 (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 23, 2026 | |
| |
| |
/s/ Heath A. Mitts | |
Heath A. Mitts | |
Executive Vice President and Chief Financial Officer | |
January 23, 2026 | |