TE Connectivity (NYSE: TEL) lifts quarterly sales to $5.16B and eyes $5.25B
Rhea-AI Filing Summary
TE Connectivity plc reported third‑quarter fiscal 2026 net sales of $5,160 million, up 13.8% year over year, driven by 12.2% organic growth and modest currency tailwinds. Net income rose to $748 million and diluted EPS to $2.55, from $638 million and $2.14. For the first nine months, net sales reached $14,573 million and net income $2,353 million, with operating income up to $2,898 million as higher volumes, improved manufacturing productivity, and lower income tax expense supported profitability.
Industrial Solutions led growth, with quarterly sales up 21.9% to $2,580 million, helped by acquisitions and demand in digital data networks and energy, while Transportation Solutions grew 6.7% to $2,580 million, led by commercial transportation. Operating cash flow of $2,997 million in the first nine months funded $832 million of capital spending, $643 million of dividends, and $1,350 million of share repurchases, leaving $1,239 million of cash and access to a new $3.0 billion revolving credit facility. The company recorded $96 million of year‑to‑date restructuring charges tied to a multi‑year footprint optimization program expected to deliver about $58 million of annualized savings. It also agreed to acquire Astrodyne TDI for approximately $1.4 billion in cash and guided fourth‑quarter net sales to about $5.25 billion with diluted EPS from continuing operations of $2.84, excluding Astrodyne TDI.
Positive
- Year-to-date net sales increased 16.5% to $14,573 million, with 11.4% organic growth and operating income rising to $2,898 million from $2,295 million.
- Year-to-date net income nearly doubled to $2,353 million and diluted EPS to $7.98, helped by higher volumes and a reduction in income tax expense to $520 million from $1,128 million.
- Outlook calls for fourth-quarter fiscal 2026 net sales of approximately $5.25 billion, up from $4.75 billion a year earlier, and diluted EPS from continuing operations of about $2.84 per share.
- Capital returns are substantial, with $643 million of dividends and $1,350 million of share repurchases on 6 million shares in the first nine months, and $3.0 billion still available under the share repurchase authorization.
Negative
- None.
Filing Explained
The $1.4 billion Astrodyne TDI purchase is agreed but not yet closed, with regulatory approvals and other closing conditions still outstanding.
This Form 10-Q is the company’s unaudited quarterly report, covering interim financial statements and updates to risks and liquidity. On
If completed, Astrodyne TDI would be reported in Industrial Solutions, making the disclosed cash consideration a conditional company obligation rather than a completed payment.
The company’s fiscal 2026 manufacturing-footprint program had generated
The board increased the share-repurchase authorization by
Key Figures
Key Terms
organic net sales growth financial
cross-currency swap contracts financial
supply chain finance program financial
Section 301 unpaid duties regulatory
valuation allowance financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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Table of Contents
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 July 20, 2026 was
Table of Contents
TE CONNECTIVITY PLC
INDEX TO FORM 10-Q
| | | Page | |
Part I. | Financial Information | |||
Item 1. | Financial Statements | 1 | ||
Condensed Consolidated Statements of Operations for the Quarters and Nine Months Ended June 26, 2026 and June 27, 2025 (unaudited) | 1 | |||
Condensed Consolidated Statements of Comprehensive Income for the Quarters and Nine Months Ended June 26, 2026 and June 27, 2025 (unaudited) | 2 | |||
Condensed Consolidated Balance Sheets as of June 26, 2026 and September 26, 2025 (unaudited) | 3 | |||
Condensed Consolidated Statements of Shareholders’ Equity for the Quarters and Nine Months Ended June 26, 2026 and June 27, 2025 (unaudited) | 4 | |||
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 26, 2026 and June 27, 2025 (unaudited) | 6 | |||
Notes to Condensed Consolidated Financial Statements (unaudited) | 7 | |||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | ||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 36 | ||
Item 4. | Controls and Procedures | 36 | ||
Part II. | Other Information | |||
Item 1. | Legal Proceedings | 37 | ||
Item 1A. | Risk Factors | 37 | ||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 37 | ||
Item 5. | Other Information | 38 | ||
Item 6. | Exhibits | 38 | ||
Signatures | 39 |
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions, except per share data) | |||||||||||||
Net sales | $ | | $ | | $ | | $ | | |||||
Cost of sales |
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Gross margin |
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Selling, general, and administrative expenses |
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Research, development, and engineering expenses |
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Acquisition and integration costs |
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Restructuring and other charges, net |
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Operating income | | | | | |||||||||
Interest income | | | | | |||||||||
Interest expense |
| ( | ( |
| ( | ( | |||||||
Other income (expense), net |
| — | — |
| | ( | |||||||
Income from continuing operations before income taxes |
| |
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Income tax expense |
| ( | ( |
| ( | ( | |||||||
Income from continuing operations |
| |
| |
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| | |||||
Loss from discontinued operations, net of income taxes |
| — | — |
| ( | — | |||||||
Net income | $ | | $ | | $ | | $ | | |||||
Basic earnings per share: | |||||||||||||
Income from continuing operations | $ | | $ | | $ | | $ | | |||||
Loss from discontinued operations |
| — |
| — |
| — |
| — | |||||
Net income |
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Diluted earnings per share: | |||||||||||||
Income from continuing operations | $ | | $ | | $ | | $ | | |||||
Loss from discontinued operations |
| — |
| — |
| — |
| — | |||||
Net income |
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Weighted-average number of shares outstanding: | |||||||||||||
Basic |
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Diluted |
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See accompanying Notes to Condensed Consolidated Financial Statements.
1
Table of Contents
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
For the | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
| June 26, | | June 27, | | June 26, | | June 27, | | |||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(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
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TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 26, | September 26, | ||||||
| 2026 | | 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 |
| |
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Property, plant, and equipment, net |
| |
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Goodwill |
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Intangible assets, net |
| |
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Deferred income taxes |
| |
| | |||
Other assets |
| |
| | |||
Total assets | $ | | $ | | |||
Liabilities, redeemable noncontrolling interests, and shareholders' equity | |||||||
Current liabilities: | |||||||
Short-term debt | $ | | $ | | |||
Accounts payable |
| |
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Accrued and other current liabilities |
| |
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Total current liabilities |
| |
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Long-term debt |
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Long-term pension and postretirement liabilities |
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Deferred income taxes |
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Income taxes |
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Other liabilities |
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Total liabilities |
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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
Table of Contents
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
For the Quarter Ended June 26, 2026 | |||||||||||||||||||||||
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 March 27, 2026 |
| | $ | |
| ( | $ | ( | $ | — | $ | | $ | | $ | | |||||||
Net income |
| — |
| — |
| — |
| — |
| — |
| |
| — |
| | |||||||
Other comprehensive loss |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Share-based compensation expense |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| | |||||||
Dividends ($ |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||||
Exercise of share options |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| | |||||||
Restricted share award vestings and other activity |
| — |
| — |
| — |
| — |
| ( |
| |
| — |
| | |||||||
Repurchase of ordinary shares |
| — |
| — |
| ( |
| ( |
| — |
| — |
| — |
| ( | |||||||
Balance at June 26, 2026 | | $ | |
| ( | $ | ( | $ | — | $ | | $ | | $ | | ||||||||
For the Nine Months Ended June 26, 2026 | |||||||||||||||||||||||
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 |
| — |
| — |
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| — |
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Share-based compensation expense |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| | |||||||
Dividends ($ | — |
| — |
| — |
| — |
| — | ( |
| — |
| ( | |||||||||
Exercise of share options |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| | |||||||
Restricted share award vestings and other activity |
| |
| — |
| — |
| — |
| ( |
| |
| — |
| | |||||||
Repurchase of ordinary shares |
| — |
| — |
| ( |
| ( |
| — |
| — |
| — |
| ( | |||||||
Cancellation of treasury shares | ( |
| — |
| |
| |
| — |
| ( |
| — |
| — | ||||||||
Balance at June 26, 2026 | | $ | |
| ( | $ | ( | $ | — | $ | | $ | | $ | | ||||||||
4
Table of Contents
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED) (Continued)
For the Quarter Ended June 27, 2025 | |||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||
Ordinary Shares | Other | Total | |||||||||||||||||||||
Ordinary Shares | Held in Treasury | Contributed | Accumulated | Comprehensive | Shareholders' | ||||||||||||||||||
| Shares | | Amount | | Shares | | Amount | | Surplus | | Earnings | | Income (Loss) | | Equity | | |||||||
(in millions) | |||||||||||||||||||||||
Balance at March 28, 2025 |
| | $ | |
| ( | $ | ( | $ | — | $ | | $ | ( | $ | | |||||||
Net income | — |
| — |
| — |
| — |
| — |
| |
| — |
| | ||||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
| — |
| — |
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Share-based compensation expense |
| — |
| — |
| — |
| — |
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| — |
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| | |||||||
Dividends |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||||
Exercise of share options |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| | |||||||
Restricted share award vestings and other activity |
| |
| — |
| — |
| — |
| ( |
| |
| — |
| | |||||||
Repurchase of ordinary shares |
| — |
| — |
| ( |
| ( |
| — |
| — |
| — |
| ( | |||||||
Balance at June 27, 2025 | | $ | |
| ( | $ | ( | $ | — | $ | | $ | ( | $ | | ||||||||
For the Nine Months Ended June 27, 2025 | |||||||||||||||||||||||
Accumulated | |||||||||||||||||||||||
Ordinary Shares | Other | Total | |||||||||||||||||||||
Ordinary Shares | Held in Treasury | Contributed | Accumulated | Comprehensive | Shareholders' | ||||||||||||||||||
| Shares | | Amount | | Shares | | Amount | | Surplus | | Earnings | | Income (Loss) | | Equity | | |||||||
(in millions) | |||||||||||||||||||||||
Balance at September 27, 2024 |
| | $ | |
| ( | $ | ( | $ | — | $ | | $ | | $ | | |||||||
Change in place of incorporation | — | ( | — | — | — | | — | — | |||||||||||||||
Cancellation of treasury shares | ( | — | | | — | ( | — | — | |||||||||||||||
Net income | — | — | — | — | — | | — | | |||||||||||||||
Other comprehensive loss |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Share-based compensation expense |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| | |||||||
Dividends |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||||
Exercise of share options |
| |
| — |
| — |
| — |
| |
| — |
| — |
| | |||||||
Restricted share award vestings and other activity |
| |
| — |
| — |
| — |
| ( |
| |
| — |
| | |||||||
Repurchase of ordinary shares |
| — |
| — |
| ( |
| ( |
| — |
| — |
| — |
| ( | |||||||
Balance at June 27, 2025 | | $ | |
| ( | $ | ( | $ | — | $ | | $ | ( | $ | | ||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
Table of Contents
TE CONNECTIVITY PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the | |||||||
Nine Months Ended | |||||||
June 26, | June 27, | ||||||
| 2026 | | 2025 | | |||
(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 |
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Deferred income taxes |
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Non-cash lease cost | | | |||||
Provision for losses on accounts receivable and inventories |
| |
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Share-based compensation expense |
| |
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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 |
| ( |
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Other |
| ( |
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Net cash provided by operating activities |
| |
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Cash flows from investing activities: | |||||||
Capital expenditures |
| ( |
| ( | |||
Proceeds from sale of property, plant, and equipment |
| |
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Acquisition of businesses, net of cash acquired |
| ( |
| ( | |||
Other |
| ( |
| ( | |||
Net cash used in investing activities |
| ( |
| ( | |||
Cash flows from financing activities: | |||||||
Net increase (decrease) in commercial paper |
| |
| ( | |||
Proceeds from issuance of debt |
| |
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Repayment of debt |
| ( |
| ( | |||
Proceeds from exercise of share options |
| |
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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.
6
Table of Contents
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 | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | |||||||||||||
Restructuring charges, net | $ | | $ | | $ | | $ | | |||||
Costs related to change in place of incorporation | — | — | — | | |||||||||
Other charges, net |
| — |
| |
| |
| | |||||
Restructuring and other charges, net | $ | | $ | | $ | | $ | | |||||
Restructuring Charges, Net
Net restructuring charges by segment were as follows:
For the | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | |||||||||||||
Transportation Solutions | $ | | $ | | $ | | $ | | |||||
Industrial Solutions |
| |
| |
| |
| | |||||
Restructuring charges, net | $ | | $ | | $ | | $ | | |||||
7
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Activity in our restructuring reserves was as follows:
Balance at | Balance at | | ||||||||||||||||||||
September 26, | Changes in | Cash | Non-Cash | Currency | June 26, | |||||||||||||||||
| 2025 | | Charges | | Estimate | | Payments | | Items | | Translation | | 2026 | | ||||||||
(in millions) | ||||||||||||||||||||||
Fiscal 2026 Actions: | ||||||||||||||||||||||
Employee severance | $ | — | $ | | $ | — | $ | ( | $ | — | $ | ( | $ | | ||||||||
Facility and other exit costs | — | | — | ( | — | — | — | |||||||||||||||
Property, plant, and equipment | — | | — | — | ( | — | — | |||||||||||||||
Total | — | | — | ( | ( | ( | | |||||||||||||||
Fiscal 2025 Actions: | ||||||||||||||||||||||
Employee severance | | — | ( | ( | — | ( | | |||||||||||||||
Facility and other exit costs | — | | — | ( | — | — | — | |||||||||||||||
Total | | | ( | ( | — | ( | | |||||||||||||||
Pre-Fiscal 2025 Actions: | ||||||||||||||||||||||
Employee severance | | | | ( | — | ( | | |||||||||||||||
Facility and other exit costs | | — | — | ( | — | — | — | |||||||||||||||
Property, plant, and equipment | — | — | | — | ( | — | — | |||||||||||||||
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 nine months ended June 26, 2026, 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 nine months ended June 26, 2026 and June 27, 2025, we recorded net restructuring credits of $
Pre-Fiscal 2025 Actions
During the nine months ended June 26, 2026 and June 27, 2025, we recorded net restructuring charges of $
8
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Total Restructuring Reserves
Restructuring reserves included on the Condensed Consolidated Balance Sheets were as follows:
June 26, | September 26, | ||||||
| 2026 | | 2025 | | |||
(in millions) | |||||||
Accrued and other current liabilities | $ | | $ | | |||
Other liabilities |
| |
| | |||
Restructuring reserves | $ | | $ | | |||
3. Acquisitions
Fiscal 2026 Acquisition
During the nine months ended June 26, 2026, we acquired
Fiscal 2025 Acquisitions
Richards Manufacturing Co.
On April 1, 2025, we acquired
The Richards Manufacturing acquisition was accounted for under the provisions of Accounting Standards Codification 805, Business Combinations. We allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. During the quarter ended June 26, 2026, we finalized the valuation of identifiable intangible assets, fixed assets, and pre-acquisition contingencies. Adjustments to the estimated fair values of the assets acquired and liabilities assumed presented at September 26, 2025 were not material.
Pro Forma Financial Information
The following unaudited pro forma financial information reflects our consolidated results of operations had the Richards Manufacturing acquisition occurred at the beginning of fiscal 2024:
Pro Forma for the | Pro Forma for the | ||||||
Quarter Ended | Nine Months Ended | ||||||
June 27, | June 27, | ||||||
2025 | | 2025 | |||||
(in millions, except per share data) | |||||||
Net sales | $ | | $ | | |||
Net income | |
| | ||||
Diluted earnings per share | $ | | $ | | |||
The significant pro forma adjustments, which are described below, are net of income tax expense (benefit) at the statutory rate.
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Pro forma results for the quarter ended June 27, 2025 were adjusted to exclude $
Pro forma results for the nine months ended June 27, 2025 were adjusted to exclude $
Pro forma results do not include any anticipated synergies or other anticipated benefits of the acquisition. Accordingly, the unaudited pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the Richards Manufacturing acquisition occurred at the beginning of fiscal 2024.
Other Acquisitions
During the nine months ended June 27, 2025, we acquired
4. Inventories
Inventories consisted of the following:
June 26, | September 26, | ||||||
| 2026 | | 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) | $ | | $ | | $ | | ||||
Acquisition | — | | | |||||||
Purchase price adjustments | — | | | |||||||
Currency translation |
| ( |
| ( |
| ( | ||||
June 26, 2026(1) | $ | | $ | | $ | | ||||
| (1) | At June 26, 2026 and September 26, 2025, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $ |
During the nine months ended June 26, 2026, we recognized goodwill in the Industrial Solutions segment in connection with a recent acquisition. See Note 3 for additional information regarding acquisitions.
10
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
6. Intangible Assets, Net
Net intangible assets consisted of the following:
June 26, 2026 | 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 $
At June 26, 2026, 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
During the nine months ended June 26, 2026, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued $
During the nine months ended June 26, 2026, TEGSA repaid, at maturity, $
At June 26, 2026, TEGSA had $
TEGSA entered into a new
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Credit Facility. TEGSA had
Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the option of TEGSA, (1) with respect to borrowings in U.S. dollars, (a) (as defined in the Credit Facility) or (b) an alternate base rate equal to the highest of (i) , N.A.’s base rate, (ii) the rate plus of 1%, (iii) plus
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.
The fair value of our debt, based on indicative valuations, was approximately $
8. Leases
The components of lease cost were as follows:
For the | For the | ||||||||||||
Quarters Ended | | Nine Months Ended | |||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
| (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 | |||||||
Nine Months Ended | |||||||
June 26, | June 27, | ||||||
| 2026 | | 2025 | | |||
| (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. |
12
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
9. Commitments and Contingencies
Legal Proceedings
In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, trade compliance matters, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.
Trade Compliance Matters
As previously reported, as part of our ongoing internal compliance activities, we conducted an investigation related to country of origin for import matters. During the quarter ended June 26, 2026, we filed a perfected prior disclosure to the U.S. Customs and Border Protection Agency (“CBP”) regarding Section 301 unpaid duties, fees, and interest for certain imported products into the U.S. and paid $
Environmental Matters
We are involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods. As of June 26, 2026, 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 June 26, 2026, 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 financial institution. The outstanding payment obligations under our supply chain finance program, which are included in
13
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
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:
June 26, | September 26, | ||||||
| 2026 | | 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 | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | |||||||||||||
Foreign currency exchange gains (losses) on intercompany loans and external borrowings(1) | $ | | $ | ( | $ | | $ | ( | |||||
Gains (losses) 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. |
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Commodity Hedges
As part of managing the exposure to certain commodity price fluctuations, we utilize commodity swap contracts. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in prices of commodities used in production. These contracts had an aggregate notional value of $
June 26, | September 26, | ||||||
| 2026 | | 2025 | | |||
(in millions) | |||||||
Prepaid expenses and other current assets | $ | | $ | | |||
Other assets |
| |
| | |||
Accrued and other current liabilities | | — | |||||
Other liabilities | | — | |||||
The impacts of our commodity swap contracts were as follows:
For the | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(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 (credit) for all non-U.S. and U.S. defined benefit pension plans was as follows:
Non-U.S. Plans | U.S. Plans | ||||||||||||
For the | For the | ||||||||||||
Quarters Ended | Quarters Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | |||||||||||||
Operating expense: | |||||||||||||
Service cost | $ | | $ | | $ | | $ | | |||||
Other (income) expense: | |||||||||||||
| |
| |
| |
| | ||||||
| ( |
| ( |
| ( |
| ( | ||||||
| |
| |
| |
| | ||||||
| ( |
| ( |
| — |
| — | ||||||
Net periodic pension benefit cost (credit) | $ | | $ | | $ | ( | $ | — | |||||
15
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Non-U.S. Plans | U.S. Plans | ||||||||||||
For the | For the | ||||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | |||||||||||||
Operating expense: | |||||||||||||
Service cost | $ | | $ | | $ | | $ | | |||||
Other (income) expense: | |||||||||||||
| |
| |
| |
| | ||||||
| ( |
| ( |
| ( |
| ( | ||||||
| |
| |
| |
| | ||||||
| ( |
| ( |
| — |
| — | ||||||
Net periodic pension benefit cost (credit) | $ | | $ | | $ | ( | $ | — | |||||
During the nine months ended June 26, 2026, we contributed $
12. Income Taxes
We recorded income tax expense of $
We record accrued interest and penalties related to uncertain tax positions as part of income tax expense (benefit). As of June 26, 2026 and September 26, 2025, we had $
13. Earnings Per Share
The weighted-average number of shares outstanding used in the computations of basic and diluted earnings per share were as follows:
For the | For the | ||||||||
Quarters Ended | Nine Months Ended | ||||||||
June 26, | June 27, | June 26, | June 27, | ||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |
(in millions) | |||||||||
Basic | | | | | |||||
Dilutive impact of share-based compensation arrangements | | | | | |||||
Diluted | | | | | |||||
16
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
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 | For the | ||||||||
Quarters Ended | Nine Months Ended | ||||||||
June 26, | June 27, | June 26, | June 27, | ||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |
(in millions) | |||||||||
Antidilutive share options |
| — | | — | | ||||
14. Shareholders’ Equity
Ordinary Shares Held in Treasury
In March 2026, our Board of Directors approved the cancellation of approximately
Dividends
We paid cash dividends to shareholders as follows:
For the | For the |
| |||||||||||
Quarters Ended | Nine Months Ended |
| |||||||||||
| June 26, | | June 27, | | June 26, | | June 27, |
| |||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
Dividends paid per ordinary share | $ | | $ | | $ | | $ | | |||||
In , our Board of Directors approved an interim cash dividend of $
Share Repurchase Program
During the nine months ended June 26, 2026, our Board of Directors authorized an increase of $
For the | |||||||
Nine Months Ended | |||||||
June 26, | June 27, | ||||||
| 2026 | | 2025 | | |||
(in millions) | |||||||
Number of ordinary shares repurchased |
| |
| | |||
Repurchase value |
| $ | |
| $ | | |
At June 26, 2026, we had $
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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 | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | |||||||||||||
Share-based compensation expense |
| $ | |
| $ | | $ | |
| $ | | ||
As of June 26, 2026, 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 June 26, 2026, 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 during the quarter ended December 26, 2025 were as follows:
Expected share price volatility | |
| | % | |
Risk-free interest rate |
| | % | ||
Expected annual dividend per share | $ | | |||
Expected life of options (in years) |
|
16. Segment and Geographic Data
Effective at the beginning of the third quarter of fiscal 2026, we realigned a product line within the Transportation Solutions segment. The realignment did not result in any changes at the segment level. The following information reflects our current reporting structure. Prior period results have been recast to conform to the current reporting structure. As a result of the realignment, which was not significant, $
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Net sales by (1) and industry end market were as follows:
For the | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(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 | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(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. |
19
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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 June 26, 2026 | For the Nine Months Ended June 26, 2026 | ||||||||||||||||||
Transportation | Industrial | Transportation | Industrial | ||||||||||||||||
Solutions | | Solutions | | Total | | 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 June 27, 2025 | For the Nine Months Ended June 27, 2025 | ||||||||||||||||||
Transportation | Industrial | Transportation | Industrial | ||||||||||||||||
Solutions | | Solutions | | Total | | 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:
June 26, | September 26, | ||||||
| 2026 | | 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. |
20
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TE CONNECTIVITY PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
17. Subsequent Event
On July 22, 2026, we entered into a definitive agreement to acquire Astrodyne TDI, a leading manufacturer of power and filter solutions, for approximately $
21
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including but not limited to those under the heading “Forward-Looking Information” and “Part II. Item 1A. Risk Factors.”
Our Condensed Consolidated Financial Statements have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”).
The following discussion includes organic net sales growth (decline) which is a non-GAAP financial measure. See “Non-GAAP Financial Measure” for additional information regarding this measure.
Overview
TE Connectivity plc (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) is a global industrial technology leader creating a safer, sustainable, productive, and connected future. 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 13.8% and 16.5% in the third quarter and first nine months of fiscal 2026, respectively, as compared to the same periods of fiscal 2025 due to sales growth in both the Industrial Solutions and Transportation Solutions segments. On an organic basis, our net sales increased 12.2% and 11.4% in the third quarter and first nine months of fiscal 2026, respectively, as compared to the same periods of fiscal 2025. |
| ● | Our net sales by segment were as follows: |
| ● | Transportation Solutions—Our net sales increased 6.7% and 7.1% in the third quarter and first nine months of fiscal 2026, respectively, due primarily to sales increases in the automotive and commercial transportation end markets. |
| ● | Industrial Solutions—Our net sales increased 21.9% and 28.3% in the third quarter and first nine months of fiscal 2026, respectively, primarily as a result of sales growth in the digital data networks, energy, automation and connected living, and aerospace, defense, and marine end markets. |
| ● | In June 2026, our Board of Directors approved an interim cash dividend of $0.78 per ordinary share, payable on September 11, 2026, to shareholders of record on August 21, 2026. |
| ● | Net cash provided by operating activities was $2,997 million in the first nine months of fiscal 2026. |
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Outlook
In the fourth quarter of fiscal 2026, we expect our net sales to be approximately $5.25 billion, as compared to $4.75 billion in the fourth quarter of fiscal 2025. This increase is due to sales growth in both the Industrial Solutions and Transportation Solutions segments. In the fourth quarter of fiscal 2026, we expect diluted earnings per share from continuing operations to be approximately $2.84 per share. This outlook reflects the negative impact of foreign currency exchange rates on net sales of approximately $10 million in the fourth quarter of fiscal 2026 as compared to the same period of fiscal 2025. Also, this outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels. It does not include results related to our anticipated acquisition of Astrodyne TDI.
Acquisitions
On July 22, 2026, we entered into a definitive agreement to acquire Astrodyne TDI, a leading manufacturer of power and filter solutions, for approximately $1.4 billion in cash. The transaction, which is expected to close by the end of calendar year 2026, is subject to customary regulatory approvals and other closing conditions. The business will be reported as part of our Industrial Solutions segment.
During the first nine months of fiscal 2026, we acquired one business for a cash purchase price of $200 million, net of cash acquired. The acquisition includes certain earn-out provisions based on business performance for which we have estimated the acquisition-date fair value to be approximately $150 million. The acquired business has been reported as part of our Industrial Solutions segment from the date of acquisition.
Results of Operations
Net Sales
The following table presents our net sales and the percentage of total net sales by segment:
For the | For the | ||||||||||||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||||||||||||
| 2026 | | | 2025 | | | 2026 | | | 2025 | | | |||||||||||||
| ($ in millions) |
| |||||||||||||||||||||||
Transportation Solutions | $ | 2,580 | 50 | % | $ | 2,418 | 53 | % | $ | 7,469 | 51 | % | $ | 6,975 | 56 | % | |||||||||
Industrial Solutions |
| 2,580 |
| 50 |
| 2,116 |
| 47 |
| 7,104 |
| 49 |
| 5,538 |
| 44 | |||||||||
Total | $ | 5,160 |
| 100 | % | $ | 4,534 |
| 100 | % | $ | 14,573 |
| 100 | % | $ | 12,513 |
| 100 | % | |||||
The following table provides an analysis of the change in our net sales by segment:
Change in Net Sales for the Quarter Ended June 26, 2026 | Change in Net Sales for the Nine Months Ended June 26, 2026 | ||||||||||||||||||||||||||||
versus Net Sales for the Quarter Ended June 27, 2025 | versus Net Sales for the Nine Months Ended June 27, 2025 | ||||||||||||||||||||||||||||
Net Sales | Organic Net Sales | Net Sales | Organic Net Sales | ||||||||||||||||||||||||||
Growth | Growth | Translation | | Growth | Growth | | Translation | | Acquisitions | | |||||||||||||||||||
($ in millions) |
| ||||||||||||||||||||||||||||
Transportation Solutions | $ | 162 |
| 6.7 | % | $ | 110 |
| 4.5 | % | $ | 52 | $ | 494 |
| 7.1 | % | $ | 256 |
| 3.7 | % | $ | 238 | $ | — | |||
Industrial Solutions |
| 464 |
| 21.9 |
| 444 |
| 21.0 |
| 20 |
| 1,566 |
| 28.3 |
| 1,172 |
| 21.2 |
| 122 |
| 272 | |||||||
Total | $ | 626 |
| 13.8 | % | $ | 554 |
| 12.2 | % | $ | 72 | $ | 2,060 |
| 16.5 | % | $ | 1,428 |
| 11.4 | % | $ | 360 | $ | 272 | |||
Net sales increased $626 million, or 13.8%, in the third quarter of fiscal 2026 as compared to the third quarter of fiscal 2025 due to organic net sales growth of 12.2% and the positive impact of foreign currency translation of 1.6% due to the strengthening of certain foreign currencies. Net pricing actions positively affected organic net sales by $34 million in the third quarter of fiscal 2026.
In the first nine months of fiscal 2026, net sales increased $2,060 million, or 16.5%, as compared to the first nine months of fiscal 2025 due to organic net sales growth of 11.4%, the positive impact of foreign currency translation of 2.9% due to the strengthening of certain foreign currencies, and the positive impact of 2.2% from acquisitions. Richards
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Manufacturing Co. (“Richards Manufacturing”), which was acquired on April 1, 2025, contributed incremental net sales of $227 million in the first six months of fiscal 2026 over the same period in fiscal 2025. Net pricing actions positively affected organic net sales by $85 million in the first nine months of fiscal 2026.
See further discussion of net sales below under “Segment Results.”
Net Sales by Geographic Region. Our business operates in three geographic regions—Asia–Pacific, Europe/Middle East/Africa (“EMEA”), and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates. Increases or decreases in the value of the U.S. dollar, compared to other currencies, will directly affect our reported results as we translate those currencies into U.S. dollars at the end of each fiscal period.
Approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first nine months of fiscal 2026.
The following table presents our net sales and the percentage of total net sales by geographic region(1):
For the | For the | ||||||||||||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||||||||||||
| 2026 | | | 2025 | | | 2026 | | | 2025 | | | |||||||||||||
($ in millions) | |||||||||||||||||||||||||
Asia–Pacific | $ | 1,951 |
| 38 | % | $ | 1,660 |
| 37 | % | $ | 5,708 |
| 39 | % | $ | 4,805 |
| 38 | % | |||||
EMEA | 1,651 | 32 | 1,545 | 34 | 4,702 | 32 | 4,187 | 34 | |||||||||||||||||
Americas |
| 1,558 |
| 30 |
| 1,329 |
| 29 |
| 4,163 |
| 29 |
| 3,521 |
| 28 | |||||||||
Total | $ | 5,160 |
| 100 | % | $ | 4,534 |
| 100 | % | $ | 14,573 |
| 100 | % | $ | 12,513 |
| 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 June 26, 2026 | Change in Net Sales for the Nine Months Ended June 26, 2026 | |||||||||||||||||||||||||||||
versus Net Sales for the Quarter Ended June 27, 2025 | versus Net Sales for the Nine Months Ended June 27, 2025 | |||||||||||||||||||||||||||||
Net Sales | Organic Net Sales | Net Sales | Organic Net Sales | |||||||||||||||||||||||||||
| Growth | | Growth | | Translation | | Growth | | Growth | Translation | Acquisitions | | ||||||||||||||||||
($ in millions) |
| |||||||||||||||||||||||||||||
Asia–Pacific | $ | 291 |
| 17.5 | % | $ | 254 |
| 15.3 | % | $ | 37 | $ | 903 |
| 18.8 | % | $ | 813 | 16.9 | % | $ | 90 | $ | — | |||||
EMEA | 106 | 6.9 | 79 | 5.2 | 27 | 515 |
| 12.3 | 269 |
| 6.4 | 246 | — | |||||||||||||||||
Americas |
| 229 |
| 17.2 |
| 221 |
| 16.5 |
| 8 |
| 642 |
| 18.2 |
| 346 |
| 9.8 |
| 24 |
| 272 | ||||||||
Total | $ | 626 |
| 13.8 | % | $ | 554 |
| 12.2 | % | $ | 72 | $ | 2,060 |
| 16.5 | % | $ | 1,428 | 11.4 | % | $ | 360 | $ | 272 | |||||
Cost of Sales and Gross Margin
The following table presents cost of sales and gross margin information:
For the | For the | ||||||||||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||||||||||
| 2026 | | | 2025 | | | Change | | 2026 | | | 2025 | | | Change | | |||||||
($ in millions) | |||||||||||||||||||||||
Cost of sales | $ | 3,325 | $ | 2,934 | $ | 391 | $ | 9,254 | $ | 8,094 | $ | 1,160 | |||||||||||
As a percentage of net sales |
| 64.4 | % |
| 64.7 | % |
| |
| 63.5 | % |
| 64.7 | % |
| | |||||||
Gross margin | $ | 1,835 | $ | 1,600 | $ | 235 | $ | 5,319 | $ | 4,419 | $ | 900 | |||||||||||
As a percentage of net sales |
| 35.6 | % |
| 35.3 | % |
| |
| 36.5 | % |
| 35.3 | % |
| | |||||||
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Gross margin increased $235 million and $900 million in the third quarter and first nine months of fiscal 2026, respectively, as compared to the same periods 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 | For the | ||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||
| Measure | | 2026 | | 2025 | | 2026 | | 2025 | | |||||
Copper |
| Lb. | $ | 5.00 | $ | 4.32 |
| $ | 4.70 | $ | 4.21 |
| |||
Gold |
| Troy oz. |
| 3,682 |
| 2,715 |
|
| 3,428 |
| 2,498 |
| |||
Silver | Troy oz. | 50.46 | 29.80 | 45.59 | 28.43 | ||||||||||
Palladium |
| Troy oz. |
| 1,311 |
| 1,019 |
|
| 1,253 |
| 1,073 |
| |||
We expect to purchase approximately 195 million pounds of copper, 105,000 troy ounces of gold, 1.8 million troy ounces of silver, and 15,000 troy ounces of palladium in fiscal 2026.
Operating Expenses
The following table presents operating expense information:
For the | For the | ||||||||||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||||||||||
| 2026 | | | 2025 | | | Change | | 2026 | | | 2025 | | | Change | | |||||||
($ in millions) | |||||||||||||||||||||||
Selling, general, and administrative expenses | $ | 532 | $ | 491 | $ | 41 | $ | 1,606 | $ | 1,372 | $ | 234 | |||||||||||
As a percentage of net sales |
| 10.3 | % |
| 10.8 | % |
| |
| 11.0 | % |
| 11.0 | % |
| | |||||||
Restructuring and other charges, net | $ | 83 | $ | 14 | $ | 69 | $ | 103 | $ | 109 | $ | (6) | |||||||||||
Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $41 million and $234 million in the third quarter and first nine months of fiscal 2026, respectively, as compared to the same periods of fiscal 2025. The increase in the third quarter of fiscal 2026 resulted primarily from increased selling expenses to support higher sales levels. The increase in the first nine months of fiscal 2026 was due primarily to increased selling expenses to support higher sales levels, the negative impact of foreign currency translation, higher incentive compensation costs, and the release of reserves associated with trade compliance matters in fiscal 2025.
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 $96 million during the first nine months of fiscal 2026, of which $86 million related to our fiscal 2026 program. Annualized cost savings related to the fiscal 2026 actions commenced during the first nine months of fiscal 2026 are expected to be approximately $58 million and are expected to be fully realized by the end of fiscal 2029. 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 $110 million.
See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding net restructuring and other charges.
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Operating Income
The following table presents operating income and operating margin information:
For the | For the | ||||||||||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||||||||||
| 2026 | | | 2025 | | | Change | | 2026 | | | 2025 | | | Change | | |||||||
($ in millions) | |||||||||||||||||||||||
Operating income | $ | 981 | $ | 857 | $ | 124 | $ | 2,898 | $ | 2,295 | $ | 603 | |||||||||||
Operating margin |
| 19.0 | % |
| 18.9 | % |
| |
| 19.9 | % |
| 18.3 | % |
| | |||||||
Operating income included the following:
For the | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | |||||||||||||
Acquisition-related charges: |
| |
| |
| |
| | |||||
Acquisition and integration costs | $ | 9 | $ | 27 | $ | 20 | $ | 41 | |||||
Charges associated with the amortization of acquisition-related fair value adjustments |
| — |
| 3 |
| 3 |
| 6 | |||||
| 9 |
| 30 |
| 23 |
| 47 | ||||||
Restructuring and other charges, net |
| 83 |
| 14 |
| 103 |
| 109 | |||||
Amortization expense | 56 | 52 | 170 | 132 | |||||||||
Total | $ | 148 | $ | 96 | $ | 296 | $ | 288 | |||||
See discussion of operating income below under “Segment Results.”
Non-Operating Items
The following table presents select non-operating information:
For the | For the | ||||||||||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||||||||||
| 2026 | | | 2025 | | | Change | | 2026 | | | 2025 | | | Change | | |||||||
($ in millions) | |||||||||||||||||||||||
Interest expense | $ | 31 | $ | 28 | $ | 3 | $ | 93 | $ | 48 | $ | 45 | |||||||||||
Income tax expense | 223 | 208 | 15 | 520 | 1,128 | (608) | |||||||||||||||||
Effective tax rate |
| 23.0 | % |
| 24.6 | % |
| |
| 18.1 | % |
| 48.9 | % |
| | |||||||
Interest Expense. Interest expense increased $45 million in the first nine months of fiscal 2026 as compared to the first nine months of fiscal 2025 due primarily to higher average debt levels and cost of debt.
Income Taxes. See Note 12 to the Condensed Consolidated Financial Statements for discussion of income taxes.
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Segment Results
Effective at the beginning of the third quarter of fiscal 2026, we realigned a product line within the Transportation Solutions segment. Prior period results have been recast to conform to the current reporting structure. See Note 16 to the Condensed Consolidated Financial Statements for additional information regarding the realignment.
Transportation Solutions
Net Sales. The following table presents the Transportation Solutions segment’s net sales and the percentage of total net sales by industry end market:
For the | For the | ||||||||||||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||||||||||||
| 2026 | | | 2025 | | | 2026 | | | 2025 | | | |||||||||||||
($ in millions) | |||||||||||||||||||||||||
Automotive | $ | 1,913 | | 74 | % | $ | 1,819 | | 75 | % | $ | 5,590 | 75 | % | $ | 5,300 | 76 | % | |||||||
Commercial transportation |
| 434 |
| 17 |
| 363 |
| 15 |
| 1,207 |
| 16 |
| 1,008 |
| 14 | |||||||||
Sensors |
| 233 |
| 9 |
| 236 |
| 10 |
| 672 |
| 9 |
| 667 |
| 10 | |||||||||
Total | $ | 2,580 |
| 100 | % | $ | 2,418 |
| 100 | % | $ | 7,469 |
| 100 | % | $ | 6,975 |
| 100 | % | |||||
The following table provides an analysis of the change in the Transportation Solutions segment’s net sales by industry end market:
Change in Net Sales for the Quarter Ended June 26, 2026 | Change in Net Sales for the Nine Months Ended June 26, 2026 | ||||||||||||||||||||||||||
versus Net Sales for the Quarter Ended June 27, 2025 | versus Net Sales for the Nine Months Ended June 27, 2025 | ||||||||||||||||||||||||||
| Net Sales | | Organic Net Sales | | | Net Sales | | Organic Net Sales | | | |||||||||||||||||
Growth (Decline) | Growth (Decline) | Translation | Growth | Growth (Decline) | Translation |
| |||||||||||||||||||||
($ in millions) |
| ||||||||||||||||||||||||||
Automotive | $ | 94 | 5.2 | % | $ | 53 | 2.9 | % | $ | 41 | $ | 290 | 5.5 | % | $ | 105 | 2.0 | % | $ | 185 | |||||||
Commercial transportation |
| 71 |
| 19.6 |
| 63 |
| 17.8 |
| 8 |
| 199 |
| 19.7 |
| 169 |
| 16.9 |
| 30 | |||||||
Sensors |
| (3) |
| (1.3) |
| (6) |
| (2.8) |
| 3 |
| 5 |
| 0.7 |
| (18) |
| (2.7) |
| 23 | |||||||
Total | $ | 162 |
| 6.7 | % | $ | 110 |
| 4.5 | % | $ | 52 | $ | 494 |
| 7.1 | % | $ | 256 |
| 3.7 | % | $ | 238 | |||
Net sales in the Transportation Solutions segment increased $162 million, or 6.7%, in the third quarter of fiscal 2026 from the third quarter of fiscal 2025 due to organic net sales growth of 4.5% and the positive impact of foreign currency translation of 2.2%. Net price erosion negatively affected organic net sales by $12 million in the third quarter of fiscal 2026. Our organic net sales by industry end market were as follows:
| ● | Automotive—Our organic net sales increased 2.9% in the third quarter of fiscal 2026 as a result of growth of 5.6% in the Asia–Pacific region and 2.6% in the EMEA region, partially offset by declines of 3.8% in the Americas region. Overall, our organic net sales growth resulted primarily from increased content per vehicle, partially offset by declines in global vehicle production. |
| ● | Commercial transportation—Our organic net sales increased 17.8% in the third quarter of fiscal 2026 due to growth across all regions. |
| ● | Sensors—Our organic net sales decreased 2.8% in the third quarter of fiscal 2026 resulting from declines in transportation applications, partially offset by growth in industrial applications. |
In the first nine months of fiscal 2026, net sales in the Transportation Solutions segment increased $494 million, or 7.1%, from the first nine months of fiscal 2025 due to organic net sales growth of 3.7% and the positive impact of foreign
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currency translation of 3.4%. Net price erosion negatively affected organic net sales by $46 million in the first nine months of fiscal 2026. Our organic net sales by industry end market were as follows:
| ● | Automotive—Our organic net sales increased 2.0% in the first nine months of fiscal 2026 as a result of growth of 3.5% in the Asia–Pacific region and 2.8% in the EMEA region, partially offset by declines of 4.2% in the Americas region. Overall, our organic net sales growth was due primarily to increased content per vehicle. |
| ● | Commercial transportation—Our organic net sales increased 16.9% in the first nine months of fiscal 2026 as a result of growth across all regions. |
| ● | Sensors—Our organic net sales decreased 2.7% in the first nine months of fiscal 2026 due to declines in transportation applications, partially offset by growth in industrial applications. |
Operating Income. The following table presents the Transportation Solutions segment’s operating income and operating margin information:
For the | For the | ||||||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||||||
| 2026 | | 2025 | | Change | | 2026 | | 2025 | | Change | | |||||||
($ in millions) | |||||||||||||||||||
Operating income | $ | 444 | $ | 462 | $ | (18) | $ | 1,448 | $ | 1,353 | $ | 95 | |||||||
Operating margin |
| 17.2 | % |
| 19.1 | % |
|
| 19.4 | % |
| 19.4 | % |
| |||||
Operating income in the Transportation Solutions segment decreased $18 million in the third quarter of fiscal 2026 and increased $95 million in the first nine months of fiscal 2026 as compared to the same periods of fiscal 2025. Excluding the items below, operating income increased in the third quarter of fiscal 2026 due primarily to improved manufacturing productivity. Excluding the items below, operating income increased in the first nine months of fiscal 2026 primarily as a result of improved manufacturing productivity, partially offset by price erosion.
For the | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | |||||||||||||
Acquisition and integration costs | $ | 1 | $ | — | $ | 1 | $ | — | |||||
Restructuring and other charges, net | 79 | 7 | 84 | 72 | |||||||||
Amortization expense | 17 | 17 | 53 | 51 | |||||||||
Total | $ | 97 | $ | 24 | $ | 138 | $ | 123 | |||||
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 | For the | ||||||||||||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||||||||||||
| 2026 | | | 2025 | | | 2026 | | | 2025 | | | |||||||||||||
($ in millions) | |||||||||||||||||||||||||
Digital data networks | $ | 813 | 32 | % | $ | 606 | 29 | % | $ | 2,234 | 32 | % | $ | 1,501 | 27 | % | |||||||||
Automation and connected living | 664 |
| 26 | 571 |
| 27 | 1,792 |
| 25 | 1,562 |
| 28 | |||||||||||||
Aerospace, defense, and marine | 419 | 16 | 374 | 18 | 1,208 | 17 | 1,082 | 20 | |||||||||||||||||
Energy |
| 516 |
| 20 |
| 384 |
| 18 |
| 1,367 |
| 19 |
| 879 |
| 16 | |||||||||
Medical | 168 |
| 6 | 181 | 8 | 503 | 7 | 514 | 9 | ||||||||||||||||
Total | $ | 2,580 |
| 100 | % | $ | 2,116 |
| 100 | % | $ | 7,104 |
| 100 | % | $ | 5,538 |
| 100 | % | |||||
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The following table provides an analysis of the change in the Industrial Solutions segment’s net sales by industry end market:
Change in Net Sales for the Quarter Ended June 26, 2026 | Change in Net Sales for the Nine Months Ended June 26, 2026 | |||||||||||||||||||||||||||||
versus Net Sales for the Quarter Ended June 27, 2025 | versus Net Sales for the Nine Months Ended June 27, 2025 | |||||||||||||||||||||||||||||
Net Sales | Organic Net Sales | Net Sales | Organic Net Sales | |||||||||||||||||||||||||||
| Growth (Decline) | | Growth (Decline) | | Translation | | Growth (Decline) | | Growth (Decline) | | Translation | | Acquisitions | | ||||||||||||||||
($ in millions) |
| |||||||||||||||||||||||||||||
Digital data networks | $ | 207 | 34.2 | % | $ | 205 | 34.0 | % | $ | 2 | $ | 733 | 48.8 | % | $ | 715 | 47.7 | % | $ | 18 | $ | — | ||||||||
Automation and connected living | 93 |
| 16.3 | 83 |
| 14.3 | 10 | 230 |
| 14.7 | 180 | 11.5 | 49 | 1 | ||||||||||||||||
Aerospace, defense, and marine |
| 45 | 12.0 | 43 | 11.5 | 2 |
| 126 | 11.6 | 100 | 9.2 | 26 | — | |||||||||||||||||
Energy | 132 |
| 34.4 |
| 126 |
| 32.7 |
| 6 | 488 |
| 55.5 |
| 189 | 21.5 |
| 28 | 271 | ||||||||||||
Medical |
| (13) |
| (7.2) |
| (13) |
| (7.2) |
| — |
| (11) |
| (2.1) |
| (12) | (2.3) |
| 1 | — | ||||||||||
Total | $ | 464 |
| 21.9 | % | $ | 444 |
| 21.0 | % | $ | 20 | $ | 1,566 | 28.3 | % | $ | 1,172 |
| 21.2 | % | $ | 122 | $ | 272 | |||||
In the Industrial Solutions segment, net sales increased $464 million, or 21.9%, in the third quarter of fiscal 2026 as compared to the third quarter of fiscal 2025 due primarily to organic net sales growth of 21.0%. Net pricing actions positively affected organic net sales by $46 million in the third quarter of fiscal 2026. Our organic net sales by industry end market were as follows:
| ● | Digital data networks—Our organic net sales increased 34.0% in the third quarter of fiscal 2026 due primarily to growth in artificial intelligence applications. |
| ● | Automation and connected living—Our organic net sales increased 14.3% in the third quarter of fiscal 2026 due primarily to growth in factory automation applications. |
| ● | Aerospace, defense, and marine—Our organic net sales increased 11.5% in the third quarter of fiscal 2026 primarily as a result of growth in the defense and commercial aerospace markets. |
| ● | Energy—Our organic net sales increased 32.7% in the third quarter of fiscal 2026 with growth across all regions and strength in grid hardening and data center applications. |
| ● | Medical—Our organic net sales decreased 7.2% in the third quarter of fiscal 2026 due primarily to reduced demand resulting from supply chain dynamics. |
Net sales in the Industrial Solutions segment increased $1,566 million, or 28.3%, in the first nine months of fiscal 2026 as compared to the first nine months of fiscal 2025 due to organic net sales growth of 21.2%, the positive impact of 4.9% from acquisitions, and the positive impact of foreign currency translation of 2.2%. Richards Manufacturing, which was acquired on April 1, 2025, contributed incremental net sales of $227 million in the first six months of fiscal 2026 over the same period in fiscal 2025. Net pricing actions positively affected organic net sales by $131 million in the first nine months of fiscal 2026. Our organic net sales by industry end market were as follows:
| ● | Digital data networks—Our organic net sales increased 47.7% in the first nine months of fiscal 2026 primarily as a result of growth in artificial intelligence applications. |
| ● | Automation and connected living—Our organic net sales increased 11.5% in the first nine months of fiscal 2026 primarily as a result of growth in factory automation applications. |
| ● | Aerospace, defense, and marine—Our organic net sales increased 9.2% in the first nine months of fiscal 2026 due primarily to growth in the defense and commercial aerospace markets. |
| ● | Energy—Our organic net sales increased 21.5% in the first nine months of fiscal 2026 with growth in all regions and strength in grid hardening and data center applications. |
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| ● | Medical—Our organic net sales decreased 2.3% in the first nine months of fiscal 2026 primarily as a result of our strategic exit of a product line. |
Operating Income. The following table presents the Industrial Solutions segment’s operating income and operating margin information:
For the | For the | ||||||||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||||||||
| 2026 | | 2025 | | Change | | 2026 | | 2025 | | Change | | |||||||
($ in millions) | |||||||||||||||||||
Operating income | $ | 537 | $ | 395 | $ | 142 | $ | 1,450 | $ | 942 | $ | 508 | |||||||
Operating margin |
| 20.8 | % |
| 18.7 | % |
| |
| 20.4 | % |
| 17.0 | % |
| | |||
Operating income in the Industrial Solutions segment increased $142 million and $508 million in the third quarter and first nine months of fiscal 2026, respectively, as compared to the same periods of fiscal 2025. Excluding the items below, operating income increased in the third quarter and first nine months of fiscal 2026 primarily as a result of higher volume.
For the | For the | ||||||||||||
Quarters Ended | Nine Months Ended | ||||||||||||
June 26, | June 27, | June 26, | June 27, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(in millions) | |||||||||||||
Acquisition-related charges: |
| |
| |
| |
| |
| ||||
Acquisition and integration costs | $ | 8 | $ | 27 | $ | 19 | $ | 41 | |||||
Charges associated with the amortization of acquisition-related fair value adjustments |
| — |
| 3 |
| 3 |
| 6 | |||||
| 8 |
| 30 |
| 22 |
| 47 | ||||||
Restructuring and other charges, net |
| 4 |
| 7 |
| 19 |
| 37 | |||||
Amortization expense | 39 | 35 | 117 | 81 | |||||||||
Total | $ | 51 | $ | 72 | $ | 158 | $ | 165 | |||||
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. We may use excess cash 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. We may also use excess cash and other funding to make strategic acquisitions. We intend to fund the anticipated acquisition of Astrodyne TDI with a combination of available cash and the issuance of commercial paper and, if necessary, borrowing under our existing credit facility and/or new debt financing. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions. We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs.
Cash Flows from Operating Activities
In the first nine months of fiscal 2026, net cash provided by operating activities increased $279 million to $2,997 million from $2,718 million in the first nine months of fiscal 2025. The increase resulted primarily from higher pre-tax income, partially offset by the impact of changes in working capital levels and an increase in income tax payments. The amount of income taxes paid, net of refunds, during the first nine months of fiscal 2026 and 2025 was $353 million and $184 million, respectively.
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Cash Flows from Investing Activities
Capital expenditures were $832 million and $665 million in the first nine months 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.
During the first nine months of fiscal 2026, we acquired one business for a cash purchase price of $200 million, net of cash acquired. We acquired Richards Manufacturing for approximately $2.3 billion, net of cash acquired, during the first nine months of fiscal 2025. Also during the first nine months of fiscal 2025, we acquired two additional businesses for a combined cash purchase price of $321 million, net of cash acquired. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.
Cash Flows from Financing Activities and Capitalization
Total debt at June 26, 2026 and September 26, 2025 was $5,632 million and $5,694 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt.
During the first nine months of fiscal 2026, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued $200 million aggregate principal amount of 4.50% senior notes due in February 2031 and $550 million aggregate principal amount of 4.875% senior notes due in February 2036. The February 2031 senior notes represent a further issuance of TEGSA’s outstanding $450 million aggregate principal amount of 4.50% senior notes which were issued in fiscal 2025 and bring the total aggregate principal amount of the 4.50% senior notes due in February 2031 to $650 million. The new notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.
During the first nine months of fiscal 2026, TEGSA repaid, at maturity, $500 million of 4.50% senior notes and $350 million of 3.70% senior notes, both due in February 2026.
At June 26, 2026, TEGSA had $100 million of commercial paper outstanding at a weighted-average interest rate of 3.95%. TEGSA had no commercial paper outstanding at September 26, 2025.
TEGSA entered into a new five-year unsecured senior revolving credit facility (“Credit Facility”) in February 2026 with aggregate commitments of $3.0 billion, which refinanced and replaced in full TEGSA’s existing $1.5 billion five-year unsecured senior revolving credit facility (the “Replaced Credit Facility”). The Credit Facility matures in February 2031 and contains provisions that allow for incremental commitments of up to $1.0 billion, subject to terms and conditions in the Credit Facility. TEGSA had no borrowings under the Credit Facility at June 26, 2026 or the Replaced Credit Facility at September 26, 2025.
Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the option of TEGSA, (1) with respect to borrowings in U.S. dollars, (a) the term secured overnight financing rate (“Term SOFR”) (as defined in the Credit Facility) or (b) an alternate base rate equal to the highest of (i) Bank of America, N.A.’s base rate, (ii) the federal funds effective rate plus ½ of 1%, (iii) the Term SOFR for a one-month interest period plus 1%, and (iv) 1%, (2) with respect to borrowings in euro, the Euro Interbank Offered Rate, (3) with respect to borrowings in sterling, the Sterling Overnight Index Average Reference Rate, and (4) with respect to borrowings in yen, the Tokyo Interbank Offered Rate, plus, in each case, an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA. TEGSA is required to pay an annual facility fee. Based on the applicable credit ratings of TEGSA, this fee ranges from 5.0 to 12.5 basis points of the lenders’ commitments under the Credit Facility.
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
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June 26, 2026, 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 $643 million and $594 million in the first nine months of fiscal 2026 and 2025, respectively.
In June 2026, our Board of Directors approved an interim cash dividend of $0.78 per ordinary share, payable on September 11, 2026, to shareholders of record on August 21, 2026.
During the first nine months of fiscal 2026, our Board of Directors authorized an increase of $3.0 billion in our share repurchase program. Ordinary shares repurchased under the share repurchase program were as follows:
For the | |||||||
Nine Months Ended | |||||||
June 26, | June 27, | ||||||
| 2026 | | 2025 | | |||
(in millions) | |||||||
Number of ordinary shares repurchased |
| 6 |
| 6 | |||
Repurchase value |
| $ | 1,350 |
| $ | 916 | |
At June 26, 2026, we had $3.0 billion 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 in earnings of our non-guarantor subsidiaries, for TE Connectivity plc, TE Connectivity Switzerland Ltd., and TEGSA on a combined basis.
June 26, | September 26, | ||||||
| 2026 | | 2025 | | |||
(in millions) | |||||||
Balance Sheet Data: | |||||||
Total current assets | $ | 1,271 | $ | 1,236 | |||
Total noncurrent assets(1) |
| 4,558 |
| 2,465 | |||
Total current liabilities |
| 610 |
| 1,348 | |||
Total noncurrent liabilities(2) | 10,728 | 10,033 | |||||
| (1) | Includes $4,479 million and $2,444 million as of June 26, 2026 and September 26, 2025, respectively, of intercompany loans receivable from non-guarantor subsidiaries. |
| (2) | Includes $5,094 million and $5,001 million as of June 26, 2026 and September 26, 2025, respectively, of intercompany loans payable to non-guarantor subsidiaries. |
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For the | For the | ||||||
Nine Months Ended | Fiscal Year Ended | ||||||
June 26, | September 26, | ||||||
| 2026 | | 2025 | | |||
(in millions) | |||||||
Statement of Operations Data: | |||||||
Income (loss) from continuing operations | $ | 262 | $ | (197) | |||
Net income (loss) |
| 262 |
| (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 June 26, 2026, we had outstanding letters of credit, letters of guarantee, and surety bonds of $277 million to support normal business activities.
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 previously reported, as part of our ongoing internal compliance activities, we conducted an investigation related to country of origin for import matters. During the third quarter of fiscal 2026, we filed a perfected prior disclosure to the U.S. Customs and Border Protection Agency (“CBP”) regarding Section 301 unpaid duties, fees, and interest for certain imported products into the U.S. and paid $14 million to CBP to resolve this matter. Although CBP has not yet completed its review of the disclosure, we do not expect that the outcome of the review will have a material effect on our results of operations, financial position, or cash flows.
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
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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 nine months 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.
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.
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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, supply chain disruptions, 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 any resulting supply chain or other disruptions, 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; |
| ● | risks related to compliance with current and future environmental and other laws and regulations, including those related to climate change; |
| ● | risks related to 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; |
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| ● | the possible effects on us of various global legislative proposals and other initiatives that could materially increase our worldwide corporate effective tax rate, increase global cash taxes, and negatively impact our U.S. government contracts business; |
| ● | requirements related to chemical usage, hazardous material content, recycling, and other circular economy initiatives; |
| ● | various risks associated with being an Irish corporation; |
| ● | the impact of fluctuations in the market price of our shares; and |
| ● | the impact of certain provisions of our articles of association on unsolicited takeover proposals. |
There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in our exposures to market risk during the first nine months 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 June 26, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 26, 2026.
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 acquisition. Accordingly, we excluded Richards Manufacturing from our annual assessment of internal control over financial reporting for the fiscal year ended September 26, 2025. The Richards Manufacturing operations will be included in our annual assessment for the year ending September 25, 2026.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 26, 2026, 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 June 26, 2026:
Maximum | |||||||||||
Total Number of | Approximate | ||||||||||
Shares Purchased | Dollar Value | ||||||||||
as Part of | of Shares that May | ||||||||||
Total Number | Average Price | Publicly Announced | Yet Be Purchased | ||||||||
of Shares | Paid Per | Plans or | Under the Plans | ||||||||
Period | | Purchased(1) | | Share | | Programs(2) | | or Programs(2) | | ||
March 28–April 24, 2026 | 470,153 | $ | 222.42 | 470,153 | $ | 3,465,725,645 | |||||
April 25–May 29, 2026 |
| 1,170,684 |
| 206.48 |
| 1,170,684 |
| 3,223,998,893 | |||
May 30–June 26, 2026 |
| 883,003 |
| 209.96 |
| 883,003 |
| 3,038,607,594 | |||
Total |
| 2,523,840 | 210.67 |
| 2,523,840 |
| | ||||
| (1) | During the quarter ended June 26, 2026, all purchases were open market purchases of ordinary shares, summarized on a trade-date basis, made in conjunction with the share repurchase program originally announced in September 2007. This table does not include ordinary shares that we withheld in order to satisfy tax withholding requirements for the vesting and release of restricted stock units. |
| (2) | Our share repurchase program authorizes us to purchase a portion of our outstanding ordinary shares from time to time through open market or private transactions, depending on business and market conditions. The share repurchase program does not have an expiration date. See Note 14 to the Condensed Consolidated Financial Statements for additional information regarding our share repurchase program. |
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
In the quarter ended June 26, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
ITEM 6. EXHIBITS
Exhibit Number | Exhibit | |
22.1 | * | Guaranteed Securities |
31.1 | * | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | * | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | ** | Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS | * | Inline XBRL Instance Document(1) |
101.SCH | * | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | * | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | * | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | * | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | * | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | * | Cover Page Interactive Data File(2) |
*Filed herewith
** | Furnished herewith |
| (1) | The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| (2) | Formatted in Inline XBRL and contained in exhibit 101 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TE CONNECTIVITY PLC | ||
By: | /s/ Heath A. Mitts Heath A. Mitts | |
Date: July 24, 2026
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