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TELTE Connectivity

Technology · Electronics Distribution · NYSE

We are a global industrial technology leader creating a safer, sustainable, productive, and connected future. 10-K, Item 1

Employees
104,000
Headquarters
Galway
CEO
Terrence Curtin
Next results
around Jan 20, 2027
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10-K 0001104659-26-124497 (2026-11-09) vs 10-K 0001104659-25-109150 (2025-11-10)

SectionCompared textWords nowChanged
Risk FactorsItem 1A9,669 6.3%
MD&AItem 78,216 22.9%
Legal ProceedingsItem 3327 0.0%
Accounting Policies10-K text, Note 1 – Basis of Presentation4,331 28.6%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Accounting Policies 332 words changed in this paragraph; it is 66% similar to last year's version.
2. Summary of Significant Accounting Policies Principles of Consolidation We consolidate entities in which we own or control more than 50% of the voting shares or otherwise control through similar rights. All intercompany transactions have been eliminated. The results of companies acquired or disposed of are included on the Consolidated Financial Statements from the effective date of acquisition or up to the date of disposal. Revenue Recognition We account for revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which is a single, comprehensive, five-step revenue recognition model. Our revenues are generated principally from the sale of our products. Revenue is recognized as performance obligations under the terms of a contract, such as a purchase order with a customer, are satisfied; generally this occurs with the transfer of control. We transfer control and recognize revenue when we ship product to our customers, the customers accept and have legal title for the product, and we have a right to payment for such product. Revenue is measured as the amount of consideration that we expect to receive in exchange for those products and excludes taxes assessed by governmental authorities and collected from customers concurrent with the sale of products. Shipping and handling costs are treated as fulfillment costs and are included in cost of sales. Since we typically invoice our customers when we satisfy our performance obligations, we do not have material contract assets or contract liabilities. Our credit terms are customary and do not contain significant financing components that extend beyond one year of fulfillment of performance obligations. We apply the practical expedient of ASC 606 with respect to financing components and do not evaluate contracts in which payment is due within one year of satisfaction of the related performance obligation. Since our performance obligations to deliver products are part of contracts that generally have original durations of one year or less, we have elected to use the optional exemption to not disclose the aggregate amount of transaction prices associated with unsatisfied or partially satisfied performance obligations. See Note 20 for net sales disaggregated by industry end market and geographic region which is summarized by segment and that we consider meaningful to depict the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors. Our standard terms of sale generally warrant that our products will conform to our, or mutually agreed to, specifications and that our products will be free from material defects in materials and workmanship for a limited time. In certain instances, we may sell products to customers under terms other than our standard terms. We do not account for warranties as separate performance obligations. Amounts accrued for warranty claims were $28 million and $34 million at fiscal year end 2025 and 2024, respectively. Although products are generally sold at fixed prices, certain distributors and customers receive incentives or awards, such as sales rebates, return allowances, scrap allowances, and other rights, which are accounted for as variable consideration. We estimate these amounts in the same period revenue is recognized based on the expected value to be provided to customers and reduce revenue accordingly. Our estimates of variable consideration and ultimate determination of the estimated amounts to include in the transaction price are based primarily on our assessment of anticipated performance and historical and forecasted information that is reasonably available to us. Inventories Inventories are recorded at the lower of cost or net realizable value using the first-in, first-out cost method. Property, Plant, and Equipment, Net Property, plant, and equipment is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are 10 to 20 years for land improvements, 5 to 40 years for buildings and improvements, and 1 to 15 years for machinery and equipment.

Source: 10-K text, Note 1 – Basis of Presentation, 10-K 0001104659-26-124497 vs 10-K text, Note 2 – Summary of Significant Accounting Policies, 10-K 0001104659-25-109150

Risk Factors 147 words changed in this paragraph; it is 57% similar to last year's version.
We are a large buyer of resins, chemicals, additives, and metals, including copper, gold, silver, palladium, aluminum, brass, steel, and zinc. Many of these raw materials are produced in a limited number of countries around the world or are only available from a limited number of suppliers. The prices of many of these raw materials continue to fluctuate, and in many cases increase, and fluctuations may persist in the future. In addition, feedstock for resins and resins themselves, as well as certain other commodities, are increasingly subject to varied and unrelated force majeure events worldwide further impacting price and availability. In recent years, raw material prices and availability have been affected by worldwide economic conditions, including supply chain disruptions, inflationary cost pressures, and tariff and trade policies. If we have difficulty obtaining raw materials, the quality of available raw materials deteriorates, or there are significant price increases for these raw materials, it could have a substantial impact on the price we pay for raw materials. To the extent we cannot compensate for cost increases through productivity improvements or price increases to our customers, our margins may decline, materially affecting our results of operations, financial position, and cash flows. In addition, we use financial instruments to hedge the volatility of certain commodities prices. The success of our hedging program depends on accurate forecasts of planned consumption of the hedged commodity materials. We could experience unanticipated hedge gains or losses if these forecasts are inaccurate.

Source: Item 1A, 10-K 0001104659-26-124497 vs Item 1A, 10-K 0001104659-25-109150

MD&A 134 words changed in this paragraph; it is 38% similar to last year's version.
We are actively monitoring developments in tariff and trade policies and the potential impacts on our business. In addition, we are using pricing actions and sourcing changes to largely mitigate the impacts of new tariffs and changes in existing tariff rates. In February 2026, the U.S. Supreme Court ruled that the tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were not authorized by the statute. Following a March 2026 order to refund IEEPA tariffs, the U.S. Customs and Border Protection Agency (“CBP”) launched a refund process in April 2026 through which eligible importers could request refunds. During the fourth quarter of fiscal 2026, we filed certain claims and received tariff refunds of $91 million which were recorded as a reduction to cost of sales. These refunds relate to IEEPA tariffs paid since they were originally imposed in 2025 through February 2026. We expect to return $87 million of these refunds to customers and, as such, that amount was recorded as a reduction to net sales during the fourth quarter of fiscal 2026. The

Source: Item 7, 10-K 0001104659-26-124497 vs Item 7, 10-K 0001104659-25-109150

Every change, by type

Sentences and paragraphs of TEL's Risk Factors and MD&A, 10-K 2026-11-09 against 10-K 2025-11-10. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
As AI technologies continue to evolve, future adoption of more autonomous capabilities may introduce additional legal, regulatory, operational, cybersecurity, safety, and reputational risks. If we are unable to effectively address the risks associated with the development, deployment, use, or governance of AI technologies, our business, results of operations, financial condition, and reputation could be adversely affected. Additionally, there can be no assurances that the use of AI technologies will enhance our products and service or be beneficial to our business, including our efficiency, safety, or profitability.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedRisk Factors
expand existing data storage protocols, build new storage facilities, and/or devote additional resources to comply with the requirements of such laws, any of which could have significant implications to business operations and costs.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedRisk Factors
manufacture or sale of our products more expensive or impossible, could limit our ability to sell our products in certain jurisdictions, and could result in liability for product recalls, penalties, or other claims.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
If countries in which we operate or do business were to adopt data localization or data residency laws, we could be required to implement new or expand existing data storage protocols, build new storage facilities, and/or devote additional resources to comply with the requirements of such laws, any of which could have significant implications to business operations and costs.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Our Consolidated Financial Statements are prepared in U.S. dollars; however, a significant portion many of our business is conducted outside non-U.S. operations have a functional currency other than the U.S. dollar, and their results are translated into U.S. dollars for reporting purposes.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
(i) the nature and timing of any requirement to lower GHG emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the way we operate, (ii) financial risks where the compliance with such regulations requires unforeseen capital expenditures and becomes costly or financially burdensome, (iii) legal risks associated with the failure to adapt to or comply with future climate change-related regulations, (iv) risks of climate litigation associated with our disclosures and/or operations;

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
During fiscal 2025, 2026, approximately 13% 16% of our net sales were to customers in the digital data networks end market, market and approximately 12% of our net sales were to customers in the automation and connected living end market, and approximately 9% of our net sales were to customers in the aerospace, defense, and marine end market.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
We anticipate further legislative activity and administrative guidance as the framework evolves and will continue to closely monitor the evolving global minimum tax framework and assess the implications in the jurisdictions in which we operate.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Therefore, when the U.S. dollar strengthens in relation to the currencies of the countries where we sell our products, such as the euro or Asian currencies, our U.S. dollar reported revenue and income will decrease. decrease, which may have an adverse effect on our operating results as reported in U.S. dollars.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Irish law generally provides that a company’s board of directors may allot and issue shares (or rights to subscribe for or convert into shares) without being required first to offer those shares to existing shareholders on a pro-rata basis, if authorized to do so by a the company’s constitution articles of association or by resolution of shareholders. shareholders of the company.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Various U.S. federal and state legislative proposals have been introduced in recent years that may negatively impact the growth of our business by denying government contracts to foreign companies with U.S. companies that have moved to lower-tax jurisdictions. operations.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Our business and operating results have been and will continue to be affected by economic conditions regionally or globally, including new or increased increasing tariffs and other barriers to trade, including escalation of ongoing trade and tariff tensions between the United States (“U.S.”), China, the EU, and other countries, changes to fiscal and monetary policy, inflation, inflation or deflation, slower growth or recession, higher interest rates, labor disruptions, the cost and availability of consumer and business credit, end demand from consumer and industrial markets, significant bank failures, government shutdowns, and concerns as to sovereign debt levels including credit rating downgrades and defaults on sovereign debt.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Various legislative and regulatory proposals have been directed at multinational companies with operations in lower-tax jurisdictions. companies, such as:

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
This increased focus Public awareness regarding climate change has led to international treaties and agreements and legislative and regulatory efforts.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedRisk Factors
Likewise, from time to time, we experience difficulty and unanticipated expenses associated with purchasing and integrating acquisitions, acquired businesses, and acquisitions the acquired businesses do not always perform and deliver the financial benefits expected.

Read it in 10-K 2026-11-09 at sec.gov ↗

Quiet changesRisk Factors
A small portion Some of our products, including defense-related products, may require governmental import and export licenses, the issuance of which may be influenced by geopolitical and other events.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
We are actively monitoring developments in tariff and trade policies and the potential impacts on our business. In addition, we are using pricing actions and sourcing changes to largely mitigate the impacts of new tariffs and changes in existing tariff rates. In February 2026, the U.S. Supreme Court ruled that the tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were not authorized by the statute. Following a March 2026 order to refund IEEPA tariffs, the U.S. Customs and Border Protection Agency (“CBP”) launched a refund process in April 2026 through which eligible importers could request refunds. During the fourth quarter of fiscal 2026, we filed certain claims and received tariff refunds of $91 million which were recorded as a reduction to cost of sales. These refunds relate to IEEPA tariffs paid since they were originally imposed in 2025 through February 2026. We expect to return $87 million of these refunds to customers and, as such, that amount was recorded as a reduction to net sales during the fourth quarter of fiscal 2026. The

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
timing and amount of any further tariff refunds remain uncertain, and, accordingly, no benefit was recognized as of fiscal year end 2026 for any additional potential refunds related to IEEPA tariffs previously paid.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
For fiscal 2027, we expect double-digit sales growth driven by sales increases in the Industrial Solutions segment, which includes the benefit of our anticipated acquisition of Astrodyne, and, to a lesser degree, the Transportation Solutions segment. Organic net sales growth in fiscal 2027 is expected to be consistent with fiscal 2026 levels.

Read it in 10-K 2026-11-09 at sec.gov ↗

AddedMD&A
During the fourth quarter of fiscal 2026, we entered into a definitive agreement to acquire Astrodyne, 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 the automation and connected living business within our Industrial Solutions segment.

Read it in 10-K 2026-11-09 at sec.gov ↗

RemovedMD&A
We are actively monitoring developments in tariff and trade policies and the potential impacts on our business. In addition, we are using pricing actions and sourcing changes to largely mitigate the impacts of new tariffs and changes in existing tariff rates.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
During fiscal 2024, we sold one business for net cash proceeds of $59 million. In connection with the divestiture, we recorded a pre-tax gain on sale of $10 million. Prior to divestiture, the business was reported in our Transportation Solutions segment.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
Acquisition and Integration Costs. In fiscal 2025, we incurred acquisition and integration costs of $47 million, of which $28 million related to the acquisition of Richards Manufacturing.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
The OECD and participating countries continue to enact the 15% global minimum tax. The global minimum tax is a significant structural change to the international taxation framework and more than 50 countries have thus far enacted some or all elements of the tax. Ireland has implemented elements of the OECD’s global minimum tax rules, which were effective for us beginning in fiscal 2025. In January 2025, the OECD released new guidance for the global minimum tax rules which impacted the realizability of certain deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024. We anticipate further legislative activity and administrative guidance. We continue to closely monitor the evolving global minimum tax framework and assess the implications in the jurisdictions in which we operate.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
As of fiscal year end 2025, certain subsidiaries had approximately $37.7 billion of cumulative undistributed earnings that have been retained indefinitely and reinvested in our global manufacturing operations, including working capital; property, plant, and equipment; intangible assets; and research and development activities. See Note 15 to the Consolidated Financial Statements for additional information regarding undistributed earnings.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
repatriate; however, no tax liabilities are recorded for amounts that we consider to be retained indefinitely and reinvested in our global manufacturing operations. As of fiscal year end 2025, we had approximately $3.5 billion of cash, cash equivalents, and intercompany deposits, principally in our subsidiaries, that we have the ability to distribute to TEGSA and TE Connectivity plc but we consider to be permanently reinvested. We estimate that an immaterial amount of tax expense would be recognized on the Consolidated Financial Statements if our intention to permanently reinvest these amounts were to change. Our current plans do not demonstrate a need to repatriate cash, cash equivalents, and intercompany deposits that are designated as permanently reinvested in order to fund our operations, including investing and financing activities.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
optional exemption to not disclose the aggregate amount of transaction prices associated with unsatisfied or partially satisfied performance obligations.

Read it in 10-K 2025-11-10 at sec.gov ↗

RemovedMD&A
plan assets. A 50-basis-point decrease or increase in the expected long-term returns on plan assets would have increased or decreased, respectively, our fiscal 2025 pension expense by $9 million.

Read it in 10-K 2025-11-10 at sec.gov ↗

RewordedMD&A
Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the option of TEGSA, (1) with respect to revolving loans denominated 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 1/2 of 1%, (iii) the Term SOFR for a one-month interest period plus 1%, and (iv) 1%, and (2) with respect to revolving loans determined borrowings in an alternative currency, (a) an alternative currency daily rate or (b) an alternative currency term rate, as applicable, 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.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
During fiscal 2025, 2026, TEGSA, our wholly-owned subsidiary, issued €500 million aggregate principal amount of 2.50% senior notes due in May 2028, $450 $200 million aggregate principal amount of 4.50% senior notes due in February 2031, €750 2031 and $550 million aggregate principal amount of 3.25% 4.875% senior notes due in January 2033, and $450 million aggregate principal amount of 5.00% senior notes due in May 2035. February 2036.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
In fiscal 2025, 2026, selling, general, and administrative expenses increased $134 $258 million as compared to fiscal 2024 2025 due primarily to increased selling expenses to support higher sales levels, levels and, to a lesser degree, the negative impact of foreign currency translation, higher incentive compensation costs, and incremental expenses attributable to recently acquired businesses, partially offset by savings attributable to restructuring actions and the fiscal 2025 release of reserves associated with trade compliance matters.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
In the Industrial Solutions segment, net sales increased $1,510 $2,029 million, or 23.7%, 25.8%, in fiscal 2025 2026 from fiscal 2024 2025 due primarily to organic net sales growth of 17.6% 20.8%, the positive impact of 3.5% from acquisitions, and the positive impact of 5.7% from acquisitions. foreign currency translation of 1.5%.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
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.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
Under the merger agreement, On September 30, 2024, TE Connectivity Ltd. Ltd., our former parent entity, merged with and into TE Connectivity plc, which was a public limited company incorporated under Irish law and the surviving entity, in order to effect our change in jurisdiction of incorporation from Switzerland to Ireland.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
Also, in September 2025, 2026, our board Board of directors declared a regular quarterly Directors approved an interim cash dividend of $0.71 $0.78 per ordinary share, payable on December 12, 2025, 11, 2026, to shareholders of record on November 21, 2025. 20, 2026.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
We provide for tax liabilities on the Consolidated Financial Statements with respect to amounts that we expect to repatriate; however, no tax liabilities are recorded for amounts that we consider to be retained indefinitely and reinvested in our global manufacturing operations.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
In September 2025, 2026, our board Board of directors declared a regular quarterly Directors approved an interim cash dividend of $0.71 $0.78 per ordinary share, payable on December 12, 2025, 11, 2026, to shareholders of record on November 21, 2025. 20, 2026.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
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.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain deferred tax assets, which arise from temporary differences between the income tax return and financial statement recognition of revenue and expense.

Read it in 10-K 2026-11-09 at sec.gov ↗

RewordedMD&A
The increase in net sales resulted primarily from organic net sales growth of 6.4% and 11.9%, the net positive impact of 2.2% foreign currency translation of 2.2%, and the positive impact of 1.6% from acquisitions and a divestiture. acquisitions.

Read it in 10-K 2026-11-09 at sec.gov ↗

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