TE Connectivity 10-Q 2025-03-28

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 28, 2025
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

001-33260

(Commission File Number)

TE CONNECTIVITY PLC

(Exact name of registrant as specified in its charter)

Ireland (Jurisdiction of Incorporation)	98-1779916 (I.R.S. Employer Identification No.)	+353 91 378 040 (Registrant’s telephone number)
Parkmore Business Park West, Parkmore, Ballybrit, Galway, H91VN2T, Ireland (Address and postal code of principal executive offices)

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


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

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

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

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

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

Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐

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

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

The number of ordinary shares outstanding as of April 22, 2025 was 296,546,513.

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 Six Months Ended March 28, 2025 and March 29, 2024 (unaudited)	1
	Condensed Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended March 28, 2025 and March 29, 2024 (unaudited)	2
	Condensed Consolidated Balance Sheets as of March 28, 2025 and September 27, 2024 (unaudited)	3
	Condensed Consolidated Statements of Shareholders’ Equity for the Quarters and Six Months Ended March 28, 2025 and March 29, 2024 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 28, 2025 and March 29, 2024 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

Part II.	Other Information
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 5.	Other Information	39
Item 6.	Exhibits	39
Signatures		40

i

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the				For the
	Quarters Ended				Six Months Ended
	March 28,		March 29,		March 28,		March 29,
	2025		2024		2025		2024

	(in millions, except per share data)
Net sales	$	4,143	$	3,967	$	7,979	$	7,798
Cost of sales		2,684		2,604		5,160		5,111
Gross margin		1,459		1,363		2,819		2,687
Selling, general, and administrative expenses		454		444		881		868
Research, development, and engineering expenses		203		184		391		357
Acquisition and integration costs		9		3		14		11
Restructuring and other charges, net		45		40		95		61
Operating income		748		692		1,438		1,390
Interest income		22		19		45		41
Interest expense		(14)		(19)		(20)		(37)
Other expense, net		(1)		(5)		(2)		(8)
Income from continuing operations before income taxes		755		687		1,461		1,386
Income tax (expense) benefit		(742)		(146)		(920)		959
Income from continuing operations		13		541		541		2,345
Loss from discontinued operations, net of income taxes		—		—		—		(1)
Net income	$	13	$	541	$	541	$	2,344

Basic earnings per share:
Income from continuing operations	$	0.04	$	1.76	$	1.81	$	7.59
Net income		0.04		1.76		1.81		7.59

Diluted earnings per share:
Income from continuing operations	$	0.04	$	1.75	$	1.80	$	7.54
Net income		0.04		1.75		1.80		7.54

Weighted-average number of shares outstanding:
Basic		298		308		299		309
Diluted		300		310		301		311

See Notes to Condensed Consolidated Financial Statements.

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	For the				For the
	Quarters Ended				Six Months Ended
	March 28,		March 29,		March 28,		March 29,
	2025		2024		2025		2024

	(in millions)
Net income	$	13	$	541	$	541	$	2,344
Other comprehensive income (loss):
Currency translation		21		(113)		(145)		50
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes		2		6		(7)		(12)
Gains on cash flow hedges, net of income taxes		85		10		29		38
Other comprehensive income (loss)		108		(97)		(123)		76
Comprehensive income		121		444		418		2,420
Less: comprehensive (income) loss attributable to noncontrolling interests		(5)		2		4		(2)
Comprehensive income attributable to TE Connectivity plc	$	116	$	446	$	422	$	2,418

See Notes to Condensed Consolidated Financial Statements.

TE CONNECTIVITY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	March 28,		September 27,
	2025		2024

	(in millions, except share
	data)
Assets
Current assets:
Cash and cash equivalents	$	2,554	$	1,319
Accounts receivable, net of allowance for doubtful accounts of $36 and $32, respectively		3,193		3,055
Inventories		2,603		2,517
Prepaid expenses and other current assets		724		740
Total current assets		9,074		7,631
Property, plant, and equipment, net		3,925		3,903
Goodwill		5,900		5,801
Intangible assets, net		1,161		1,174
Deferred income taxes		2,741		3,497
Other assets		855		848
Total assets	$	23,656	$	22,854
Liabilities, redeemable noncontrolling interests, and shareholders' equity
Current liabilities:
Short-term debt	$	2,351	$	871
Accounts payable		1,843		1,728
Accrued and other current liabilities		1,805		2,147
Total current liabilities		5,999		4,746
Long-term debt		3,263		3,332
Long-term pension and postretirement liabilities		786		810
Deferred income taxes		211		199
Income taxes		396		411
Other liabilities		784		870
Total liabilities		11,439		10,368
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests		132		131
Shareholders' equity:
Preferred shares, $1.00 par value, 2 shares authorized, none outstanding as of March 28, 2025		—		—
Ordinary class A shares, €1.00 par value, 25,000 shares authorized, none outstanding as of March 28, 2025		—		—
Ordinary shares, $0.01 par value, 1,500,000,000 shares authorized, 301,276,687 shares issued and common shares, CHF 0.57 par value, 316,574,781 shares authorized and issued, respectively		3		139
Accumulated earnings		12,811		14,533
Ordinary shares and common shares held in treasury, at cost, 4,139,531 and 16,656,681 shares, respectively

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Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

In the quarter ended March 28, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K.

ITEM 6. EXHIBITS


Exhibit Number		Exhibit
2.1	*	Transaction Agreement, dated February 11, 2025, by and among OCM Power V AIV Holdings (Delaware), L.P., OCM Power VI AIV Holdings (Delaware), L.P., OCM Power V Relay CTB, LLC, OCM Power VI Relay CTB, LLC, Relay Holding, LLC, TE Connectivity Corporation, Stella I LLC, TE Connectivity PLC, and OCM Power V AIV Holdings (Delaware), L.P.(1)
4.1		Amended and Restated Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated January 31, 2025 (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed with the SEC on January 31, 2025)
4.2		First Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated January 31, 2025 (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, filed with the SEC on January 31, 2025)
10.1		364-Day Senior Credit Agreement, dated as of March 14, 2025 by and among Tyco Electronics Group S.A., as borrower, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as intermediate guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed with the SEC on March 17, 2025)
22.1	*	Guaranteed Securities
31.1	*	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	**	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	Inline XBRL Instance Document(2)
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(3)

*Filed herewith

**	Furnished herewith

(1)	The schedules to the Transaction Agreement have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. We will furnish copies of any of the omitted schedules to the SEC upon its request; provided, however, that we may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.

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

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

SIGNATURES

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


	TE CONNECTIVITY PLC

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

Date: April 28, 2025