TE Connectivity plc
For the period ended Jun 27, 2025. Filed Jul 25, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 27, 2025 · Filed Jul 25, 2025
TEL$207.01+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-28; filed 2025-04-28.
0001558370-25-005632
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-27; filed 2025-07-25.
0001558370-25-009599
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 108 previous paragraphs and 107 current paragraphs.
67 unchanged; 33 reworded; 5 added; 7 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 72 previous and 73 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Net sales increased $555 million, or 13.9%, in the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024 due to organic net sales growth of 9.1%, the positive impact of 3.1% from acquisitions, and the positive impact of foreign currency translation of 1.7% due to the strengthening of certain foreign currencies. Richards Manufacturing, which was acquired on April 1, 2025, contributed net sales of $73 million in the third quarter of fiscal 2025. Net pricing actions positively affected organic net sales by $28 million in the third quarter of fiscal 2025.
Current report
Acquisition and Integration Costs. During the first nine months of fiscal 2025, we incurred acquisition and integration costs of $41 million, of which $25 million related to the acquisition of Richards Manufacturing. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding this acquisition.
Current report
Net sales in the Industrial Solutions segment increased $912 million, or 19.7%, in the first nine months of fiscal 2025 as compared to the first nine months of fiscal 2024 due primarily to organic net sales growth of 15.2% and the positive impact of 4.6% from acquisitions. Richards Manufacturing contributed net sales of $73 million in the first nine months of fiscal 2025. Our organic net sales by industry end market were as follows:
Current report
During the third quarter of fiscal 2025, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued €500 million aggregate principal amount of 2.50% senior notes due in May 2028, $450 million aggregate principal amount of 4.50% senior notes due in February 2031, and $450 million aggregate principal amount of 5.00% senior notes due in May 2035. In connection with the issuance of these senior notes, we voluntarily elected to terminate the $1.5 billion 364-day credit agreement, dated as of March 14, 2025. The net proceeds from these senior notes were used for general corporate purposes, including the repayment of indebtedness incurred in connection with the acquisition of Richards Manufacturing. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding this acquisition.
Current report
During the first nine months of fiscal 2025, TEGSA repaid, at maturity, €550 million of 0.00% senior notes due in February 2025.
Removed paragraphs (7)
Previous report
Net sales increased $176 million, or 4.4%, in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024 due to organic net sales growth of 5.3% and the positive impact of 1.1% from acquisitions, partially offset by the negative impact of foreign currency translation of 2.0% due to the weakening of certain foreign currencies. Price erosion adversely affected organic net sales by $8 million in the second quarter of fiscal 2025.
Previous report
Interest Expense. Interest expense decreased $17 million in the first six months of fiscal 2025 as compared to the first six months of fiscal 2024 primarily as a result of our cross-currency swap program that hedges our net investment in certain foreign operations, partially offset by a higher average cost of debt due to rising interest rates. The aggregate notional value of the cross-currency swap contracts was $5,886 million at March 28, 2025. Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 2.0% per annum and pay no interest. See Note 10 to the Condensed Consolidated Financial Statements for additional information regarding our cross-currency swap program.
Previous report
Net sales in the Industrial Solutions segment increased $424 million, or 14.1%, in the first six months of fiscal 2025 as compared to the first six months of fiscal 2024 due primarily to organic net sales growth of 12.3% and, to a lesser degree, the positive impact of 2.9% from acquisitions. Our organic net sales by industry end market were as follows:
Previous report
In March 2025, TEGSA entered into a 364-Day Credit Facility with total commitments of $1.5 billion. This increases the size of our commercial paper program as the 364-Day Credit Facility, in addition to the five-year unsecured senior revolving credit facility (“Five-Year Credit Facility”), backs borrowings made under our commercial paper program. TEGSA had no borrowings under the 364-Day Credit Facility at March 28, 2025.
Previous report
Borrowings under the 364-Day Credit Facility bear interest at a rate per annum equal to, at the option of TEGSA, (a) the term secured overnight financing rate (“Term SOFR”) (as defined in the 364-Day 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 1/2 of 1%, (iii) the Term SOFR for a one-month interest period plus 1%, and (iv) 1%, 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 3.0 to 9.0 basis points of the lenders' commitments under the 364-Day Credit Facility.
Previous report
Trade Compliance Matters
Previous report
As previously disclosed, we had been investigating our past compliance with relevant U.S. trade controls and had made voluntary disclosures of apparent trade controls violations to the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”). During the second quarter of fiscal 2025, DDTC closed its investigations regarding these matters without fine, penalty, or further action, and we released amounts previously reserved for potential fines and penalties relating to these matters.
Reworded paragraphs (33)
Previous wording
Effective for fiscal 2025, we reorganized our management and segments to align the organization around our fiscal 2025 strategy. We now operate through two reportable segments: Transportation Solutions and Industrial Solutions. Prior period segment results have been recast to conform to the new segment structure. See additional information in Note 1 to the Condensed Consolidated Financial Statements.
Current wording
Effective for fiscal 2025, we reorganized our management and segments to align the organization around our current strategy. We now operate through two reportable segments: Transportation Solutions and Industrial Solutions. Prior period segment results have been recast to conform to the new segment structure. See additional information in Note 1 to the Condensed Consolidated Financial Statements.
Previous wording
In the third quarter of fiscal 2025, we expect our net sales to be approximately $4.3 billion, as compared to $4.0 billion in the third quarter of fiscal 2024. We expect sales growth in the Industrial Solutions segment, which will benefit from the recently completed acquisition of Richards Manufacturing Co. (“Richards Manufacturing”), to be partially offset by sales declines in the Transportation Solutions segment. In the third quarter of fiscal 2025, we expect diluted earnings per share from continuing operations to be approximately $2.02 per share. This outlook includes the impact of currently enacted tariffs which we expect to largely mitigate through pricing actions and sourcing changes. Also, this outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels.
Current wording
In the fourth quarter of fiscal 2025, we expect our net sales to be approximately $4.55 billion, as compared to $4.07 billion in the fourth quarter of fiscal 2024. This increase is due primarily to sales growth in the Industrial Solutions segment, which will benefit from the recently completed acquisition of Richards Manufacturing. In the fourth quarter of fiscal 2025, we expect diluted earnings per share from continuing operations to be approximately $2.18 per share. This outlook reflects the positive impact of foreign currency exchange rates on net sales and earnings per share of approximately $111 million and $0.03 per share, respectively, in the fourth quarter of fiscal 2025 as compared to the same period of fiscal 2024 and includes the impact of currently enacted tariffs which we expect to largely mitigate through pricing actions and sourcing changes. Also, this outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels.
Previous wording
On April 1, 2025, we acquired Richards Manufacturing, a U.S.-based producer of overhead and underground electrical and gas distribution products, for cash of approximately $2.3 billion, net of cash acquired. The transaction is subject to post-closing adjustments. The acquired business will be reported as part of our Energy business within our Industrial Solutions segment from the date of acquisition. See Note 17 to the Condensed Consolidated Financial Statements for additional information.
Current wording
As discussed above, on April 1, 2025, we acquired 100% of Richards Manufacturing for cash of approximately $2.3 billion, net of cash acquired. The acquired business has been reported as part of the energy business within our Industrial Solutions segment from the date of acquisition.
Previous wording
During the first six months of fiscal 2025, we acquired two businesses for a combined cash purchase price of $321 million, net of cash acquired. The acquired businesses have been reported as part of our Industrial Solutions segment from the date of acquisition. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.
Current wording
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. The acquired businesses have been reported as part of our Industrial Solutions segment from the date of acquisition.
Previous wording
In the first six months of fiscal 2025, net sales increased $181 million, or 2.3%, as compared to the first six months of fiscal 2024 due to organic net sales growth of 2.7% and the net positive impact of 0.9% from acquisitions and a divestiture, partially offset by the negative impact of foreign currency translation of 1.3% due to the weakening of certain foreign currencies. Price erosion adversely affected organic net sales by $20 million in the first six months of fiscal 2025.
Current wording
In the first nine months of fiscal 2025, net sales increased $736 million, or 6.2%, as compared to the first nine months of fiscal 2024 due primarily to organic net sales growth of 4.8% and the net positive impact of 1.7% from acquisitions and a divestiture. Richards Manufacturing contributed net sales of $73 million in the first nine months of fiscal 2025. Net pricing actions positively affected organic net sales by $8 million in the first nine months of fiscal 2025.
Previous wording
Approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first six months of fiscal 2025.
Current wording
Approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first nine months of fiscal 2025.
Previous wording
Gross margin increased $96 million and $132 million in the second quarter and first six months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024 due primarily to higher volume.
Current wording
Gross margin increased $214 million and $346 million in the third quarter and first nine months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024 due primarily to higher volume and improved manufacturing productivity.
Previous wording
We expect to purchase approximately 185 million pounds of copper, 105,000 troy ounces of gold, 1.8 million troy ounces of silver, and 12,000 troy ounces of palladium in fiscal 2025.
Current wording
We expect to purchase approximately 190 million pounds of copper, 110,000 troy ounces of gold, 1.7 million troy ounces of silver, and 13,000 troy ounces of palladium in fiscal 2025.
Previous wording
Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $10 million and $13 million in the second quarter and first six months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024 due primarily to increased selling expenses to support higher sales levels, partially offset by the release of reserves associated with trade compliance matters. For additional information regarding trade compliance matters, see Note 9 to the Condensed Consolidated Financial Statements.
Current wording
Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $60 million in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024 due primarily to increased selling expenses to support higher sales levels, higher incentive compensation costs, and incremental expenses attributable to recently acquired businesses, partially offset by savings attributable to restructuring actions. In the first nine months of fiscal 2025, selling, general, and administrative expenses increased $73 million as compared to the first nine months of fiscal 2024 due primarily to increased selling expenses to support higher sales levels, higher incentive compensation costs, and incremental expenses attributable to recently acquired businesses, partially offset by savings attributable to restructuring actions and the release of reserves associated with trade compliance matters.
Previous wording
During fiscal 2025, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments. We incurred net restructuring charges of $87 million during the first six months of fiscal 2025, of which $77 million related to the fiscal 2025 restructuring program. Annualized cost savings related to the fiscal 2025 actions commenced during the first six months of fiscal 2025 are expected to be approximately $70 million and are expected to be fully realized by the end of fiscal 2026. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. For fiscal 2025, we expect total restructuring charges to be approximately $100 million and total cash spend, which will be funded with cash from operations, to be approximately $200 million.
Current wording
During fiscal 2025, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments. We incurred net restructuring charges of $97 million during the first nine months of fiscal 2025, of which $80 million related to the fiscal 2025 restructuring program. Annualized cost savings related to the fiscal 2025 actions commenced during the first nine months of fiscal 2025 are expected to be approximately $70 million and are expected to be fully realized by the end of fiscal 2026. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. For fiscal 2025, we expect total restructuring charges to be approximately $110 million and total cash spend, which will be funded with cash from operations, to be approximately $200 million.
Previous wording
During the first six months of fiscal 2025 and 2024, we incurred costs of $11 million and $8 million, respectively, related to our change in place of incorporation from Switzerland to Ireland. See Note 1 to the Condensed Consolidated Financial Statements for additional information regarding the change.
Current wording
During both the first nine months of fiscal 2025 and 2024, we incurred costs of $11 million related to our change in place of incorporation from Switzerland to Ireland. See Note 1 to the Condensed Consolidated Financial Statements for additional information regarding the change.
Previous wording
Net sales in the Transportation Solutions segment decreased $93 million, or 3.9%, in the second quarter of fiscal 2025 from the second quarter of fiscal 2024 due to the negative impact of foreign currency translation of 2.4% and organic net sales declines of 1.5%. Our organic net sales by industry end market were as follows:
Current wording
Net sales in the Transportation Solutions segment increased $67 million, or 2.8%, in the third quarter of fiscal 2025 from the third quarter of fiscal 2024 due to the positive impact of foreign currency translation of 1.7% and organic net sales growth of 1.1%. Our organic net sales by industry end market were as follows:
Previous wording
In the first six months of fiscal 2025, net sales in the Transportation Solutions segment decreased $243 million, or 5.1%, from the first six months of fiscal 2024 due primarily to organic net sales declines of 3.4% and the negative impact of foreign currency translation of 1.4%. Our organic net sales by industry end market were as follows:
Current wording
In the first nine months of fiscal 2025, net sales in the Transportation Solutions segment decreased $176 million, or 2.5%, from the first nine months of fiscal 2024 due primarily to organic net sales declines of 1.9%. Our organic net sales by industry end market were as follows:
Previous wording
Operating income in the Transportation Solutions segment decreased $32 million and $73 million in the second quarter and first six months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024. Excluding the items below, operating income decreased in the second quarter and first six months of fiscal 2025 primarily as a result of lower volume and price erosion, partially offset by improved manufacturing productivity.
Current wording
Operating income in the Transportation Solutions segment decreased $44 million and $117 million in the third quarter and first nine months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024. Excluding the items below, operating income decreased in the third quarter of fiscal 2025 primarily as a result of net price erosion. Excluding the items below, operating income decreased in the first nine months of fiscal 2025 primarily as a result of net price erosion and lower volume.
Previous wording
In the Industrial Solutions segment, net sales increased $269 million, or 17.2%, in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024 due primarily to organic net sales growth of 15.7%. Our organic net sales by industry end market were as follows:
Current wording
In the Industrial Solutions segment, net sales increased $488 million, or 30.0%, in the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024 due primarily to organic net sales growth of 20.5% and the positive impact of 7.7% from acquisitions. Richards Manufacturing, which was acquired on April 1, 2025, contributed net sales of $73 million in the third quarter of fiscal 2025. Our organic net sales by industry end market were as follows:
Previous wording
Operating income in the Industrial Solutions segment increased $88 million and $121 million in the second quarter and first six months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024. Excluding the items below, operating income increased in the second quarter and first six months of fiscal 2025 primarily as a result of higher volume.
Current wording
Operating income in the Industrial Solutions segment increased $146 million and $267 million in the third quarter and first nine months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024. Excluding the items below, operating income increased in the third quarter and first nine months of fiscal 2025 primarily as a result of higher volume.
Previous wording
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. On April 1, 2025, we acquired Richards Manufacturing for cash of approximately $2.3 billion, net of cash acquired. In anticipation of the acquisition, we entered into a 364-day senior credit agreement ("364-Day Credit Facility") and issued commercial paper during the second quarter of fiscal 2025. See additional information regarding debt and the acquisition of Richards Manufacturing in Notes 7 and 17, respectively, to the Condensed Consolidated Financial Statements. We believe that cash generated from operations and other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the payment of commercial paper as it matures, as well as the payments of $500 million of 4.50% senior notes and $350 million of 3.70% senior notes, both due in February 2026. We may use excess cash to purchase a portion of our ordinary shares pursuant to our authorized share repurchase program, to acquire businesses or product lines, to pay dividends on our ordinary shares, or to reduce our outstanding debt. We may also use excess cash and other funding to make strategic acquisitions. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions. We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs.
Current wording
Our ability to fund our future capital needs will be affected by our ongoing ability to generate cash from operations and may be affected by our access to capital markets, money markets, or other sources of funding, as well as the capacity and terms of our financing arrangements. We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the repayment of $500 million of 4.50% senior notes and $350 million of 3.70% senior notes, both due in February 2026. Also, we may use funds to acquire strategic businesses or product lines, reduce our outstanding debt, or return cash to shareholders through dividends on our ordinary shares or purchases of our ordinary shares pursuant to our authorized share repurchase program. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions. We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs.
Previous wording
In the first six months of fiscal 2025, net cash provided by operating activities increased $102 million to $1,531 million from $1,429 million in the first six months of fiscal 2024. The increase resulted primarily from higher pre-tax income and a reduction in income tax payments. The amount of income taxes paid, net of refunds, during the first six months of fiscal 2025 and 2024 was $164 million and $238 million, respectively.
Current wording
In the first nine months of fiscal 2025, net cash provided by operating activities increased $283 million to $2,718 million from $2,435 million in the first nine months of fiscal 2024. The increase resulted primarily from a reduction in net income tax payments and higher pre-tax income, partially offset by the impact of changes in working capital levels. The amount of income taxes paid, net of refunds, during the first nine months of fiscal 2025 and 2024 was $184 million and $384 million, respectively.
Previous wording
Capital expenditures were $435 million and $318 million in the first six months of fiscal 2025 and 2024, respectively. We expect fiscal 2025 capital spending levels to be approximately 5% of net sales. We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities.
Current wording
Capital expenditures were $665 million and $467 million in the first nine months of fiscal 2025 and 2024, respectively. We expect fiscal 2025 capital spending levels to be approximately 5% of net sales. We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities.
Previous wording
During the first six months of fiscal 2025, we acquired two businesses for a combined cash purchase price of $321 million, net of cash acquired. We acquired one business for a cash purchase price of $339 million, net of cash acquired, during the first six months of fiscal 2024. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.
Current wording
During the first nine months of fiscal 2025, we acquired Richards Manufacturing for $2.3 billion, net of cash acquired. 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. We acquired one business for a cash purchase price of $339 million, net of cash acquired, during the first nine months of fiscal 2024. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.
Previous wording
During the first six months of fiscal 2024, we received net cash proceeds of $38 million related to the sale of one business. See Note 2 to the Condensed Consolidated Financial Statements for additional information.
Current wording
During the first nine months of fiscal 2024, we received net cash proceeds of $59 million related to the sale of one business. See Note 2 to the Condensed Consolidated Financial Statements for additional information.
Previous wording
Total debt at March 28, 2025 and September 27, 2024 was $5,614 million and $4,203 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt.
Current wording
Total debt at June 27, 2025 and September 27, 2024 was $5,697 million and $4,203 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt.
Previous wording
During the second quarter of fiscal 2025, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued €750 million aggregate principal amount of 3.25% senior notes due in January 2033. The 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.
Current wording
The notes issued during the third quarter and first nine months of fiscal 2025 are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.
Previous wording
As of March 28, 2025, TEGSA had $1.5 billion of commercial paper outstanding at a weighted-average interest rate of 4.64%. TEGSA had $255 million of commercial paper outstanding at a weighted-average interest rate of 4.95% at September 27, 2024.
Current wording
At September 27, 2024, TEGSA had $255 million of commercial paper outstanding at a weighted-average interest rate of 4.95%. TEGSA had no commercial paper outstanding at June 27, 2025.
Previous wording
TEGSA has a Five-Year Credit Facility with a maturity date of April 2029 and aggregate commitments of $1.5 billion. TEGSA had no borrowings under the Five-Year Credit Facility at March 28, 2025 or September 27, 2024.
Current wording
TEGSA has a five-year unsecured senior revolving credit facility (“Credit Facility”) with a maturity date of April 2029 and aggregate commitments of $1.5 billion. TEGSA had no borrowings under the Credit Facility at June 27, 2025 or September 27, 2024.
Previous wording
The 364-Day Credit Facility and the Five-Year Credit Facility (together, the “Credit Facilities”) contain financial ratio covenants 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 Facilities) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facilities) is triggered. The Credit Facilities and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of March 28, 2025, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future.
Current wording
The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of June 27, 2025, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future.
Previous wording
In addition to the Credit Facilities, TEGSA is the borrower under our senior notes and commercial paper. Payment obligations under TEGSA’s senior notes, commercial paper, and Credit Facilities are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Switzerland Ltd., and its parent, TE Connectivity plc.
Current wording
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.
Previous wording
Payments of ordinary/common share dividends to shareholders were $382 million and $365 million in the first six months of fiscal 2025 and 2024, respectively.
Current wording
Payments of ordinary/common share dividends to shareholders were $594 million and $564 million in the first nine months of fiscal 2025 and 2024, respectively.
Previous wording
During the first six months of fiscal 2025, our board of directors authorized an increase of $2.5 billion in our share repurchase program. We repurchased approximately four million of our ordinary shares for $615 million and approximately six million of our common shares for $826 million under the share repurchase program during the first six months of fiscal 2025 and 2024, respectively. At March 28, 2025, we had $2.1 billion of availability remaining under our share repurchase authorization.
Current wording
During the first nine months of fiscal 2025, our board of directors authorized an increase of $2.5 billion in our share repurchase program. We repurchased approximately six million of our ordinary shares for $916 million and approximately nine million of our common shares for $1,235 million under the share repurchase program during the first nine months of fiscal 2025 and 2024, respectively. At June 27, 2025, we had $1.8 billion of availability remaining under our share repurchase authorization.
Previous wording
As discussed above, our senior notes, commercial paper, and Credit Facilities 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.
Current wording
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.
Previous wording
At March 28, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $191 million, including letters of credit of $22 million associated with the divestiture of our former Subsea Communications business. We contractually agreed to continue to honor letters of credit related to the business’ projects that existed as of the date of sale; however, based on historical experience, we do not anticipate having to perform on these guarantees.
Current wording
At June 27, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $217 million.
Previous wording
Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, and pension plans are based on, among other things, judgments and assumptions made by management. For additional information regarding these policies and the underlying accounting assumptions and estimates used in these policies, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and the Consolidated Financial Statements and accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024. There were no significant changes to this information during the first six months of fiscal 2025.
Current wording
Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, and pension plans are based on, among other things, judgments and assumptions made by management. For additional information regarding these policies and the underlying accounting assumptions and estimates used in these policies, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and the Consolidated Financial Statements and accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024. There were no significant changes to this information during the first nine months of fiscal 2025.
Previous wording
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.
Current wording
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.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.
Current report — wording carried from elsewhere
During the first nine months of fiscal 2025, TEGSA issued €750 million aggregate principal amount of 3.25% senior notes due in January 2033.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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