As filed with the Securities and Exchange Commission on October 1, 2024
Registration No. 333-        
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TE CONNECTIVITY PLC
(Exact name of registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation or
organization)
98-1779916
(I.R.S. Employer Identification Number)
Parkmore Business
Park West,
Parkmore,
H91VN2T Ballybrit,
Galway,
Ireland
+353 91 378 040
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
John S. Jenkins, Jr.
Executive Vice President and General Counsel
TE Connectivity plc
1050 Westlakes Drive
Berwyn, Pennsylvania 19312
(610) 893-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Corey R. Chivers
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement as determined by the Registrants.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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
Smaller reporting company
Emerging growth company
Non-accelerated filer
Accelerated filer
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 7(a)(2)(B) of Securities Act. ☐

 
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Additional
Registrant as Specified in its
Charter*
State or other Jurisdiction of
Incorporation or Organization
I.R.S. Employment
Identification No.
Address, including Zip Code, of
Principal Executive Offices
Telephone Number
including Area Code
TYCO ELECTRONICS GROUP S.A. Luxembourg 98-0518566 46 Place Guillaume II
L-1648 Luxembourg
+352 46 43 40 401
TE CONNECTIVITY SWITZERLAND LTD. Switzerland 98-1808270 Mühlenstrasse 26
CH-8200 Schaffhausen, Switzerland
+41(0)52 633 66 61
 

PROSPECTUS
[MISSING IMAGE: lg_teconnectivity-4c.jpg]
TE CONNECTIVITY PLC
REGISTERED SHARES
WARRANTS
UNITS
GUARANTEES
TE CONNECTIVITY SWITZERLAND LTD.
GUARANTEES
TYCO ELECTRONICS GROUP S.A.
DEBT SECURITIES
UNITS
TE Connectivity plc (“TE Connectivity”) may from time to time offer to sell its registered shares, warrants or units. Warrants may be exercisable for registered shares of TE Connectivity or the debt securities described below. Units may include, be convertible into or exercisable or exchangeable for registered shares or warrants of TE Connectivity or the debt securities described below. TE Connectivity may from time to time issue guarantees of the debt securities as described below.
TE Connectivity Switzerland Ltd. (“Swiss TEL”) may from time to time issue guarantees of the debt securities as described below.
Tyco Electronics Group S.A. (“TEGSA”) may from time to time offer to sell its debt securities as well as units. The debt securities may consist of debentures, notes or other types of debt. The debt securities issued by TEGSA may be convertible or exchangeable for registered shares or other securities of TE Connectivity. The debt securities issued by TEGSA may also be investment grade. If the debt securities issued by TEGSA are either convertible or exchangeable or are not investment grade, such securities shall be fully and unconditionally guaranteed by TE Connectivity and Swiss TEL. Units may include, be convertible into or exercisable or exchangeable for debt securities of TEGSA and registered shares or warrants of TE Connectivity.
TE Connectivity, Swiss TEL and TEGSA may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. TE Connectivity, Swiss TEL and TEGSA will provide a specific plan of distribution for any securities to be offered in a supplement to this prospectus. TE Connectivity, Swiss TEL and TEGSA will provide specific terms of any securities to be offered in a supplement to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.
The principal executive offices of TE Connectivity are located at Parkmore Business Park West, Parkmore, H91VN2T Ballybrit, Galway, Ireland and its telephone number at that address is +353 91 378 040. The principal executive offices of Swiss TEL are located at Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland, and its telephone number at that address is +41 (0)52 633 66 61. The principal executive offices of TEGSA are located at 46 Place Guillaume II, L-1648 Luxembourg, Grand Duchy of Luxembourg (Luxembourg) and its telephone number at that address is +352 46 43 40 401.
TE Connectivity’s ordinary shares are listed on the NYSE and trade under the symbol “TEL”.
Investing in the securities involves risks. See “Risk Factors” on page 3 of this prospectus to read about factors you should consider before investing in the securities.
None of the Securities and Exchange Commission, any state securities commission, nor any similar authority in Switzerland, Ireland or Luxembourg, has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to sell securities unless accompanied by a prospectus supplement that contains a description of those securities.
The date of this prospectus is October 1, 2024

 
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ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration statement on Form S-3 that TE Connectivity, Swiss TEL and TEGSA have filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). By using a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, any combination of the securities described in this prospectus. As allowed by the SEC’s rules, this prospectus does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits, filed with the SEC. Statements contained in this prospectus about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters.
You should read this prospectus, any prospectus supplement and any free writing prospectus we file with the SEC together with any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred you to in “Where You Can Find More Information” below. Information incorporated by reference after the date of this prospectus is considered a part of this prospectus and may add, update or change information contained in or incorporated by reference into this prospectus. Any information in such subsequent filings that is inconsistent with the information in or incorporated by reference into this prospectus will supersede the information in this prospectus or any earlier prospectus supplement.
You should rely only on the information incorporated by reference or provided in this prospectus, any supplement or any free writing prospectus we file with the SEC. We have not authorized anyone else to provide you with other information. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus, any prospectus supplement, any free writing prospectus or any document incorporated herein or therein by reference is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.
Unless otherwise stated, or the context otherwise requires, references in this prospectus to “we,” “us” and “our” are to TE Connectivity plc and its consolidated subsidiaries, including Swiss TEL and TEGSA, and/or, as the context requires, to our predecessor registrant, TE Connectivity Ltd. On September 30, 2024, TE Connectivity Ltd. completed the change of its place of incorporation from Switzerland to Ireland by merging with and into its subsidiary, TE Connectivity plc, a public limited company incorporated under the laws of Ireland (the “Merger”). In connection with the Merger and by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), TE Connectivity plc became the successor registrant to TE Connectivity Ltd. and succeeded to the attributes of TE Connectivity Ltd. as the registrant. TE Connectivity plc’s ordinary shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “TEL,” the same symbol under which TE Connectivity Ltd.’s common shares traded prior to the effective time of the Merger. References to TE Connectivity are to TE Connectivity plc or, prior to the Merger, TE Connectivity Ltd.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance with these requirements, we file reports and other information relating to our business, financial condition and other matters with the SEC. We are required to disclose in such reports certain information, as of particular dates, concerning our operating results and financial condition, officers and directors, principal holders of shares, any material interests of such persons in transactions with us and other matters. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers like us that file electronically with the SEC. The address of such site is: http://www.sec.gov.
Our Internet website is www.te.com. We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. In addition, we have posted the charters for our
 
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Audit Committee, Management Development and Compensation Committee and Nominating, Governance and Compliance Committee, as well as our Board Governance Principles, under the heading “Executive Team — Board Documents” in the About TE section of our website. Other than any documents expressly incorporated by reference, the information on our website and any other website that is referred to in this prospectus is not part of this prospectus.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring to those documents. This prospectus incorporates by reference the documents set forth below, which TE Connectivity has filed with the SEC, and any future filings made by TE Connectivity, Swiss TEL and TEGSA with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. On September 30, 2024, TE Connectivity Ltd. completed the Merger, and upon the consummation of such transaction, we became the successor registrant to TE Connectivity Ltd. pursuant to Rule 12g-3(a) of the Exchange Act. Notwithstanding the foregoing, unless expressly stated to the contrary, none of the information that TE Connectivity discloses under Item 2.02 or 7.01 of any Current Report on Form 8-K or exhibits relating to such disclosure that it has furnished or may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus. The information we file later with the SEC will automatically update and in some cases supersede the information in this prospectus and the documents listed below.






Upon your oral or written request, we will provide you with a copy of any of these filings at no cost. Requests should be directed to Corporate Secretary, TE Connectivity plc, 1050 Westlakes Drive, Berwyn, PA 19312, Telephone No. (610) 893-9800.
 
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BUSINESS
TE Connectivity plc
TE Connectivity is a global industrial technology leader creating a safer, sustainable, productive and connected future. Our broad range of connectivity and sensor solutions enable the distribution of power, signal and data to advance next-generation transportation, renewable energy, automated factories, data centers, medical technology and more.
We operate through the following reportable segments: Transportation Solutions, Industrial Solutions and Communications Solutions.
TE Connectivity is an Irish public limited company. Its registered office is located at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, its principal place of business is Parkmore Business Park West, Parkmore, H91VN2T Ballybrit, Galway, Ireland and its telephone number at that address is +353 91 378 040.
TE Connectivity Switzerland Ltd.
Swiss TEL is a Swiss corporation and a direct, wholly-owned subsidiary of TE Connectivity and the direct parent of TEGSA. Swiss TEL’s registered and principal office is located at Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland, and its telephone number at that address is +41(0)52 633 66 61.
Tyco Electronics Group S.A.
TEGSA is a Luxembourg public limited liability company (société anonyme) and a wholly-owned subsidiary of Swiss TEL. TEGSA’s registered and principal office is located at 46 Place Guillaume II, L-1648 Luxembourg, and its telephone number at that address is +352 46 43 40 401. TEGSA is a holding company established to directly and indirectly own all of the operating subsidiaries of TE Connectivity, to issue debt securities and to perform treasury operations for TE Connectivity. Otherwise, it conducts no independent business.
RISK FACTORS
Investing in our securities involves risks. Before deciding to purchase any of our securities, you should carefully consider the discussion of risks and uncertainties under “Part I, Item 1A — Risk Factors” in TE Connectivity’s Annual Report on Form 10-K for the fiscal year ended September 29, 2023, which is incorporated by reference in this prospectus, and under similar headings in TE Connectivity’s subsequently filed quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the other risks and uncertainties described in any applicable prospectus supplement and in the other documents incorporated by reference in this prospectus. See the section entitled “Where You Can Find More Information” in this prospectus. The risks and uncertainties discussed in the documents incorporated by reference in this prospectus are those we currently believe may materially affect us. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial also may materially and adversely affect our business, financial condition and results of operations.
 
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FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus 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. We have made forward-looking statements in this prospectus and the documents incorporated in this prospectus that are based on our management’s beliefs and assumptions and on information available to our management at the time such statements were made. 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 also include statements addressing our environmental, social, governance, and sustainability plans and goals. 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,” “aspire,” “estimate,” “predict,” “potential,” “goal,” “target,” “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 our forward-looking statements. You should not put undue reliance on any forward-looking statements.
The risk factors discussed under “Part I, Item 1A — Risk Factors” in TE Connectivity’s Annual Report on Form 10-K for the fiscal year ended September 29, 2023, and under similar headings in TE Connectivity’s subsequently filed quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the other risks and uncertainties described in any applicable prospectus supplement and in the other documents incorporated by reference into this prospectus, could cause our results to differ materially from those expressed in forward-looking statements. 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. We expressly disclaim any obligation to update these forward-looking statements other than as required by law.
 
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USE OF PROCEEDS
Unless otherwise stated in the prospectus supplement accompanying this prospectus, we will use the net proceeds from the sale of any registered shares, warrants, debt securities or units that may be offered hereby for general corporate purposes. Such general corporate purposes may include, but are not limited to, reducing or refinancing our indebtedness or the indebtedness of our subsidiaries, financing possible acquisitions and redeeming outstanding securities. The prospectus supplement relating to an offering will contain a more detailed description of the use of proceeds of any specific offering of securities.
DESCRIPTION OF SECURITIES
We will set forth in the applicable prospectus supplement a description of the registered shares, warrants, debt securities, guarantees or units that may be offered under this prospectus.
PLAN OF DISTRIBUTION
TE Connectivity, Swiss TEL and TEGSA may offer and sell the securities offered by this prospectus to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. TE Connectivity, Swiss TEL and TEGSA will provide a specific plan of distribution for any securities to be offered in a supplement to this prospectus.
 
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ENFORCEMENT OF CIVIL LIABILITIES
TE Connectivity is an Irish public limited company, Swiss TEL is a Swiss company, and TEGSA is a Luxembourg company. TE Connectivity, Swiss TEL and TEGSA have consented in the indenture to be used in connection with the issuance of debt securities to submit to the jurisdiction of the U.S. federal and state courts in The City of New York and to receive service of process in The City of New York in any legal suit, action or proceeding brought to enforce any rights under or with respect to such indenture and any debt securities or guarantees issued under it. A substantial majority of Swiss TEL’s directly held assets consists of the equity interests of TEGSA. Accordingly, any judgment against TEGSA, Swiss TEL or TE Connectivity in respect of the indenture, the notes or the guarantees, including for civil liabilities under the U.S. federal securities laws, obtained in any U.S. federal or state court may have to be enforced in the courts of Luxembourg, Ireland or Switzerland. Investors should not assume that the courts of Luxembourg, Ireland or Switzerland would enforce judgments of U.S. courts obtained against TEGSA, Swiss TEL or TE Connectivity predicated upon the civil liability provisions of the U.S. federal securities laws or that such courts would enforce, in original actions, liabilities against TEGSA, Swiss TEL or TE Connectivity predicated solely upon such laws.
Ireland
It may not be possible to enforce court judgments obtained in the United States in Ireland, based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions based on those laws. We have been advised that the United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.
A judgment obtained in the United States will be enforced by the courts of Ireland, with the leave of the court, if the following general requirements are met:

the judgment is for a definite sum of money;

the U.S. court handing down judgment must amount to a court of competent jurisdiction for the purpose of Irish conflicts of law rules; for this purpose the defendant must have been (a) resident or present in the United States at the time of the proceedings; or (b) participated in the proceedings; or (c) contracted to submit to the jurisdiction of the relevant court (a submission to jurisdiction by the defendant would satisfy this); and

the judgment must be final and conclusive and the decree must be final and unalterable in the court which pronounces it. A judgment can be final and conclusive even if it is subject to appeal or even if an appeal is pending. Where however the effect of lodging an appeal under the applicable law is to stay execution of the judgment, it is possible that in the meantime the judgment may not be actionable in Ireland.
It remains to be determined whether final judgment given in default of appearance is final and conclusive and/or is sufficient evidence of submission to jurisdiction of the foreign court.
Even if the above requirements are satisfied, the Irish courts may still refuse to enforce a judgment of the U.S. courts if one of the following circumstances applies:

the judgment was obtained by fraud;

the enforcement of the judgment in Ireland would be contrary to natural or constitutional justice;

the judgment is contrary to Irish public policy or involves certain U.S. laws which will not be enforced in Ireland;

the judgment is inconsistent with an earlier judgment of the Irish courts;

the procedural rules of the U.S. court giving the judgment have not been observed;
 
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new evidence is adduced by a party which could not have been discovered prior to the judgment of the U.S. courts by reasonable diligence by such party and which shows such judgment to be erroneous;

enforcement proceedings are not instituted in Ireland within six years of the date of the judgment of the U.S. courts; and

jurisdiction cannot be obtained by the Irish courts over the judgment debtor(s) in the enforcement proceedings by personal service in Ireland or outside Ireland under Order 11 of the Ireland Superior Court Rules.
In order to enforce a judgment of the U.S. courts in Ireland, separate proceedings have to be issued in Ireland seeking an Irish judgment in the terms of the judgment of the U.S. courts.
Luxembourg
TEGSA is incorporated under the laws of Luxembourg. Certain members of the board of directors are non-residents of the United States and a substantial portion of TEGSA’s assets and those of such directors are located outside the United States. As a result, you may not be able to effect a service of process within the United States on TEGSA or on such persons or to enforce in Luxembourg courts judgments obtained against TEGSA or such persons in U.S. courts, including actions predicated upon the civil liability provisions of the U.S. federal and state securities laws or other laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against TEGSA or such persons in courts in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. securities laws.
TEGSA has been advised by Allen Overy Shearman Sterling SCS, société en commandite simple, its Luxembourg counsel, that the United States and the Grand-Duchy of Luxembourg are not currently bound by a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitral awards) rendered in civil and commercial matters. According to such counsel, an enforceable judgment for the payment of monies rendered by any U.S. federal or state court based on civil liability, whether or not predicated solely upon the U.S. securities laws, would not directly be enforceable in Luxembourg. However, a party who received such favorable judgment in a U.S. court may initiate enforcement proceedings in Luxembourg (exequatur) by requesting enforcement of the U.S. judgment before the District Court (Tribunal d’Arrondissement) of Luxembourg sitting in civil matters pursuant to Article 678 of the New Luxembourg Code of Civil Procedure. The president of the District Court will authorize the enforcement in Luxembourg of the U.S. judgment if it is satisfied that all of the following conditions are met:

the U.S. judgment is enforceable (exécutoire) in the United States;

the jurisdictional ground of the U.S. court is founded according to Luxembourg private international law rules and to the applicable domestic U.S. federal or state jurisdiction rules;

the U.S. court has applied to the dispute the substantive law which would have been applied by Luxembourg courts or, at least, the judgment must not contravene the principles underlying these rules;

the U.S. judgment must not have violated the right of the defendant to present a defense;

the considerations of the U.S. judgment as well as the U.S. judgment as such do not contravene Luxembourg international public policy;

the U.S. court has acted in accordance with its own procedural laws; and

the U.S. judgment was not rendered as a result of or in connection with an evasion of Luxembourg law (“fraude à la loi”).
 
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LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, Weil, Gotshal & Manges LLP, New York, New York will pass upon the validity of the debt securities, guarantees, warrants and units offered by TE Connectivity, Swiss TEL or TEGSA. Unless otherwise indicated in the applicable prospectus supplement, Arthur Cox LLP, Dublin, Ireland, will opine upon certain Irish law matters, including the validity of the ordinary shares offered by TE Connectivity.
EXPERTS
The financial statements of TE Connectivity Ltd. as of September 29, 2023 and September 30, 2022, and for each of the three years in the period ended September 29, 2023, incorporated by reference in this Prospectus by reference to TE Connectivity Ltd.’s Annual Report on Form 10-K for the fiscal year ended September 29, 2023, and the effectiveness of TE Connectivity Ltd.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
 
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.   Other Expenses of Issuance and Distribution
The following statement sets forth the expenses of TE Connectivity plc (“TE Connectivity”), TE Connectivity Switzerland Ltd. (“Swiss TEL”) and Tyco Electronics Group S.A. (“TEGSA” and together with TE Connectivity, the “Registrants”) in connection with the offering described in this Registration Statement (all of which will be borne by the Registrants). All amounts shown are estimated.
SEC registration fee
$      *
Printing expenses
      +
Legal fees and expenses
+
Audit fees and expenses
+
Miscellaneous expenses
+
Trustee fees and expenses
+
Total
$
*
In accordance with Rules 456(b) and 457(r), the Registrants are deferring payment of the registration fee for the securities offered by this prospectus.
+
Estimated expenses are not presently known.
The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that the Registrants anticipate they will incur in connection with the offering of securities under this registration statement. Information regarding estimated expenses of issuance and distribution of each identified class of securities being registered will be provided at the time information as to such class is included in a prospectus supplement in accordance with Rule 430B.
Item 15.   Indemnification of Directors and Officers TE Connectivity plc
Under Irish law, TE Connectivity may not exempt its directors from liability for negligence or a breach of duty. However, where a breach of duty has been established, directors may be statutorily exempted by an Irish court from personal liability for negligence or breach of duty if, among other things, the court determines that they have acted honestly and reasonably, and that they may fairly be excused as a result.
The Companies Act 2014 Act (the “Irish Companies Act”) permits a company to pay the costs or discharge the liability of a director or the secretary only where judgment is given in his/her favor in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or secretary acted honestly and reasonably and ought fairly to be excused. This restriction does not apply to executives who are not directors or the secretary. Any obligation of an Irish company that purports to indemnify a director or secretary of an Irish company over and above this will be void under Irish law, whether contained in its articles of association or any contract between the director or secretary and the company. In addition, the memorandum and articles of association of TE Connectivity provide that every director and the company secretary of TE Connectivity shall be entitled to be indemnified, to the fullest extent permitted by Irish company law, against all costs, charges, losses, expenses and liabilities incurred by them in the execution and discharge of their duties or in relation thereto including any liability incurred by them in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by them as an officer or employee of TE Connectivity and in which judgment is given in their favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on their part) or in which they are acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to them by a court.
 
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The directors shall have power to purchase and maintain for any director, the secretary or any employees of the Company or its subsidiaries insurance against any such liability as referred to in the Irish Companies Act.
As far as is permissible under the Irish Companies Act, TE Connectivity shall indemnify any of its current or former executive officers(excluding any of its present or former directors or any company secretary), or any person who is serving or has served at the request of TE Connectivity as a director or executive officer of another company, joint venture, trust or other enterprise, including any subsidiary of TE Connectivity (each individually, a “Covered Person”), against any expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she was or is threatened to be made a party, or is otherwise involved, by reason of the fact that he or she is or was a Covered Person.
In addition, TE Connectivity and TE Connectivity Corporation, a subsidiary of TE Connectivity, have entered into indemnification agreements with each of TE Connectivity’s directors, secretary and executive officers that provide for indemnification in respect of liabilities incurred when acting in their capacities as officers of TE Connectivity in accordance with customary standards (and in the case of TE Connectivity, in accordance with the limitations on indemnification outlined above).
Tyco Electronics Group S.A.
Under the articles of association of TEGSA, TEGSA may indemnify any director or officer and his or her heirs, executors and administrators against expenses reasonably incurred by such director or officer in connection with any action, suit or proceeding to which the director or officer may be made a party by reason of being or having been a director or officer of TEGSA or, at such director’s or officer’s request, of any other corporation of which TEGSA is a shareholder or creditor and from which the director or officer is not entitled to be indemnified, except in relation to matters as to which the director or officer is finally adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct.
In the event of a settlement, indemnification will be provided only in connection with such matters covered by the settlement as to which TEGSA is advised by counsel that the person to be indemnified did not commit a breach of duty. Luxembourg law permits TEGSA to maintain insurance to compensate for any civil liability incurred by a director or officer in his or her official capacity or to indemnify for such loss or liability, and TE Connectivity has policies covering TEGSA’s directors and officers.
 
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Item 16.   Exhibits
Exhibit
Number
Description
1.1 Form of Underwriting Agreement.*
2.1 Merger Agreement, dated March 18, 2024, between TE Connectivity Ltd. and TE Connectivity plc (incorporated by reference to Exhibit 2.1 to TE Connectivity Ltd.’s Current Report on Form 8-K filed with the SEC on March 18, 2024).
4.1 Memorandum and Articles of Association of TE Connectivity plc, adopted with effect from September 30, 2024 (incorporated by reference to Exhibit 3.1 to TE Connectivity plc’s Current Report on Form 8-K, filed September 30, 2024).
4.2 Indenture, dated as of September 25, 2007, among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1(a) to TE Connectivity Ltd.’s Annual Report on Form 10-K for the fiscal year ended September 28, 2007, filed December 14, 2007).
4.3 Twenty First Supplemental Indenture, dated as of September 24, 2024, among Tyco Electronics Group S.A., TE Connectivity Ltd., TE Connectivity plc, TE Connectivity Switzerland Ltd. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to TE Connectivity Ltd.’s Current Report on Form 8-K12B filed with the SEC on September 30, 2024).
4.4 Form of Note.*
4.5 Form of certificated shares of TE Connectivity plc.*
4.6 Form of Warrant Agreement for TE Connectivity plc.*
4.7 Form of Unit Agreement for TE Connectivity plc.*
4.8 Form of Unit Agreement for Tyco Electronics Group S.A.*
5.1
5.2
23.1
23.2
23.3
24.1
25.1
107
*
To be filed by amendment or as an exhibit to a document filed under the Securities Exchange Act of 1934 and incorporated herein by reference.
+
Filed herewith.
Item 17.   Undertakings
The undersigned Registrants hereby undertake:
(1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)   To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
 
II-3

 
reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and
(iii)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)   Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)   Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrants undertake that in a primary offering of securities of the undersigned Registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)   Any preliminary prospectus or prospectus of the undersigned Registrants relating to the offering required to be filed pursuant to Rule 424;
 
II-4

 
(ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrants or used or referred to by the undersigned Registrants;
(iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrants or its securities provided by or on behalf of the undersigned Registrants; and
(iv)   Any other communication that is an offer in the offering made by the undersigned Registrants to the purchaser.
(6)   That, for purposes of determining any liability under the Securities Act of 1933, each filing of TE Connectivity’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7)   To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
(8)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities and Exchange Act and will be governed by the final adjudication of such issue.
 
II-5

 
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Berwyn, Pennsylvania, on this 1st day of October 2024.
TE CONNECTIVITY PLC
By:
/s/ Heath A. Mitts
Name:   Heath A. Mitts
Title:
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on October 1, 2024 in the capacities indicated below.
Signature
Title
/s/ Terrence R. Curtin
Terrence R. Curtin
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Heath A. Mitts
Heath A. Mitts
Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/ Robert J. Ott
Robert J. Ott
Senior Vice President and Corporate Controller (Principal Accounting Officer)
/s/ Jean-Pierre Clamadieu
Jean-Pierre Clamadieu
Director
/s/ Carol A. Davidson
Carol A. Davidson
Director
/s/ Lynn A. Dugle
Lynn A. Dugle
Director
/s/ William A. Jeffrey
William A. Jeffrey
Director
/s/ Syaru Shirley Lin
Syaru Shirley Lin
Director
/s/ Abhijit Y. Talwalkar
Abhijit Y. Talwalkar
Director
/s/ Mark C. Trudeau
Mark C. Trudeau
Director
 
II-6

 
Signature
Title
/s/ Dawn C. Willoughby
Dawn C. Willoughby
Director
/s/ Laura H. Wright
Laura H. Wright
Director
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of TE Connectivity plc in the United States, on this 1st day of October 2024.
By:
/s/ John S. Jenkins, Jr.
John S. Jenkins, Jr.
TE Connectivity plc
Executive Vice President and General Counsel
 
II-7

 
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Berwyn, Pennsylvania, on this 1st day of October 2024.
TE CONNECTIVITY SWITZERLAND LTD.
By:
/s/ Harold G. Barksdale
Name:   Harold G. Barksdale
Title:
Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on October 1, 2024 in the capacities indicated below.
Signature
Title
/s/ Harold G. Barksdale
Harold G. Barksdale
Director and Authorized Representative in the United States
/s/ Matthew M. Pilcher
Matthew M. Pilcher
Director
/s/ Daniel T. Morgan
Daniel T. Morgan
Director
/s/ Sarah Huot de Saint Albin
Sarah Huot de Saint Albin
Director
/s/ Christian Schmidt
Christian Schmidt
Director
/s/ Jörg Casparis
Jörg Casparis
Director
 
II-8

 
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Berwyn, Pennsylvania, on this 1st day of October 2024.
TYCO ELECTRONICS GROUP S.A.
By:
/s/ Harold G. Barksdale
Name:   Harold G. Barksdale
Title:
Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on October 1, 2024 in the capacities indicated below.
Signature
Title
/s/ Harold G. Barksdale
Harold G. Barksdale
Director and Authorized Representative in the United States
/s/ Helena Brogan
Helena Brogan
Director
/s/ Sabine M. Carbon
Sabine M. Carbon
Director and Controller
(Principal Financial and Accounting Officer)
/s/ Jean-Jacques Fotzeu
Jean-Jacques Fotzeu
Director
/s/ Sarah Huot de Saint Albin
Sarah Huot de Saint Albin
Director
/s/ Patrick Segmueller
Patrick Segmueller
Director
 
II-9

 

Exhibit 5.1

 

 

767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

 

October 1, 2024

 

TE Connectivity plc

Ten Earlsfort Terrace

Dublin 2, D02 T380, Ireland

 

TE Connectivity Switzerland Ltd.

Mühlenstrasse 26

CH-8200 Schaffhausen

Switzerland

 

Tyco Electronics Group S.A.

46 Place Guillaume II

L-1648 Luxembourg

 

Ladies and Gentlemen:

 

We have acted as counsel to TE Connectivity plc, an Irish public limited company (“TE Connectivity”), TE Connectivity Switzerland Ltd., a Swiss corporation (“Swiss TE”), and Tyco Electronics Group S.A., a Luxembourg company (“TEGSA” and, together with TE Connectivity and Swiss TE, the “Registrants”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Registrants’ Registration Statement on Form S-3 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer, issuance and sale from time to time (i) by TE Connectivity of an indeterminate amount of (a) registered shares (the “Registered Shares”); (b) warrants (the “Warrants”); (c) units (the “TE Connectivity Units”) comprised of Registered Shares, Warrants or Debt Securities (as defined below); and (d) guarantees (the “Parent Guarantees”) of Debt Securities; (ii) by Swiss TE of an indeterminate amount of guarantees of Debt Securities (the “Additional Guarantees” and, together with the Parent Guarantees, the “Guarantees”); and (iii) by TEGSA of an indeterminate amount of (a) debt securities (the “Debt Securities”) and (b) units comprised of Debt Securities and Registered Shares or Warrants (the “TEGSA Units” and, together with the TE Connectivity Units, the “Units”). We refer to the Registered Shares, the Warrants, the Units, the Guarantees and the Debt Securities collectively as the “Securities.”

 

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Prospectus contained in the Registration Statement (the “Prospectus”), the Indenture, dated as of September 25, 2007 (the “Indenture”), among TEGSA, as issuer, TE Connectivity, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), the form of Guarantee of TE Connectivity included in the Indenture and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of each of the Registrants, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

 

 

 

 

TE Connectivity plc  
TE Connectivity Switzerland Ltd.  
Tyco Electronics Group S.A.  

 

October 1, 2024

Page 2

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of each of the Registrants.

 

Based on and subject to the foregoing and assuming that (i) each of the Registrants validly exists and has the requisite corporate power and authority to issue the Securities and to execute, deliver and perform its obligations under the Securities, (ii) each trustee for the Debt Securities and warrant agent for the Warrants, when appointed, will validly exist and have the requisite corporate power and authority to enter into and perform its obligations under the Indenture, the supplemental indenture relating to the Debt Securities and any warrant agreement, as applicable, (iii) any Securities issuable upon conversion, exercise or exchange of any Securities being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exercise or exchange, (iv) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective and comply with all applicable laws and no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, in each case, at the time the Securities are offered or issued as contemplated by the Registration Statement, (v) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will at all relevant times comply with all applicable laws, (vi) TE Connectivity has timely filed all necessary reports pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated by reference into the Registration Statement, (vii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and any applicable prospectus supplement and (viii) any definitive purchase, underwriting or similar agreement with respect to any Securities will have been duly authorized and validly executed and delivered by the Registrants and the other party or parties thereto, we are of the opinion that:

 

1. Debt Securities. Assuming that (i) the execution, delivery and performance of any Debt Securities (including any Debt Securities that may be issued as part of Units or otherwise pursuant to the terms of any other Securities) and the terms thereof have been duly authorized by all necessary corporate action on the part of TEGSA, (ii) the form of the Debt Securities and any supplemental indenture relating to such Debt Securities has been duly authorized, executed and delivered by all parties thereto substantially in the form so filed, (iii) the terms of such Debt Securities to be issued under the Indenture and the applicable supplemental indenture have been duly established in conformity with the Indenture and the applicable supplemental indenture so as not to violate any applicable law, affect the enforceability of such Debt Securities or result in a default under or breach of any agreement or instrument binding upon the Registrants, and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Registrants, (iv) such Debt Securities have been duly executed and authenticated in accordance with the Indenture and delivered against any contemplated payment therefor and issued and sold as contemplated in the Registration Statement, the Prospectus and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and (v) such Debt Securities and the supplemental indenture relating to such Debt Securities are governed by New York law, such Debt Securities (including any Debt Securities that may be issued as part of Units or otherwise pursuant to the terms of any other Securities) will constitute legal, valid and binding obligations of TEGSA, enforceable against TEGSA in accordance with their terms.

 

 

 

 

TE Connectivity plc  
TE Connectivity Switzerland Ltd.  
Tyco Electronics Group S.A.  

 

October 1, 2024

Page 3

 

2. Warrants. Assuming that (i) the execution, delivery and performance of any Warrants (including any Warrants that may be issued as part of Units or otherwise pursuant to the terms of any other Securities) and the terms thereof have been duly authorized by all necessary corporate action on the part of TE Connectivity, (ii) the warrant agreement or warrant agreements relating to such Warrants have been duly authorized, executed and delivered by all parties thereto substantially in the form so filed, (iii) the terms of such Warrants have been duly established so as not to violate any applicable law, affect the enforceability of such Warrants or result in a default under or breach of any agreement or instrument binding upon TE Connectivity, and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over TE Connectivity, (iv) such Warrants or certificates representing such Warrants have been duly executed, authenticated and delivered against any contemplated payment therefor and issued and sold as contemplated in the Registration Statement, the Prospectus and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and (v) such Warrants and the warrant agreement or warrant agreements relating to such Warrants are governed by New York law, such Warrants (including any Warrants that may be issued as part of Units or otherwise pursuant to the terms of any other Securities) will constitute legal, valid and binding obligations of TE Connectivity, enforceable against TE Connectivity in accordance with their terms.

 

3. Units. Assuming that (i) the execution, delivery and performance of any Units and the terms thereof have been duly authorized by all necessary corporate action on the part of the applicable Registrant and the securities of any other entities to be included in the Units, if any, have been duly authorized and issued by such entity, (ii) the unit agreement or unit agreements relating to such Units have been duly authorized, executed and delivered by all parties thereto substantially in the form so filed, (iii) the terms of such Units have been duly established so as not to violate any applicable law, affect the enforceability of such Units or result in a default under or breach of any agreement or instrument binding upon the applicable Registrant, and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the applicable Registrant, (iv) such Units have been issued, paid for and delivered against any contemplated payment therefor and issued and sold as contemplated in the Registration Statement, the Prospectus and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and (v) such Units and the unit agreement or unit agreements relating to such Units are governed by New York law, such Units will constitute legal, valid and binding obligations of the applicable Registrant, enforceable against the applicable Registrant in accordance with their terms.

 

 

 

 

TE Connectivity plc  
TE Connectivity Switzerland Ltd.  
Tyco Electronics Group S.A.  

 

October 1, 2024

Page 4

 

4. Guarantees. Assuming that (i) the execution, delivery and performance of any Guarantees and the terms of the offering thereof have been duly authorized by all necessary corporate action on the part of each of TE Connectivity and Swiss TE (each, a “Guarantor”), (ii) any supplemental indenture relating to such Debt Securities and such Guarantees has been duly authorized, executed and delivered by all parties thereto substantially in the form so filed, (iii) the Debt Securities have been duly executed and authenticated in accordance with the Indenture and any applicable supplemental indenture, (iv) the terms of the Guarantees to be issued under the Indenture and any applicable supplemental indenture have been duly established in conformity with the Indenture and any applicable supplemental indenture so as not to violate any applicable law, affect the enforceability of such Guarantees or result in a default under or breach of any agreement or instrument binding upon each Guarantor, and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over each Guarantor, (v) the Guarantees have been duly executed in accordance with the Indenture and any applicable supplemental indenture and delivered against any contemplated payment therefor and issued and sold as contemplated in the Registration Statement, the Prospectus and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and (vi) such Guarantees and the supplemental indenture relating to such Guarantees are governed by New York law, such Guarantees will constitute legal, valid and binding obligations of each Guarantor, enforceable against each Guarantor in accordance with their terms.

 

The opinions expressed above with respect to the validity, binding effect and enforceability of the Securities are subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution thereunder may be limited by federal or state securities laws or public policy relating thereto. The opinions are also subject to the issuance of any legally required consents, approvals, authorizations or orders of the Commission and any other regulatory authority.

 

 

 

 

TE Connectivity plc  
TE Connectivity Switzerland Ltd.  
Tyco Electronics Group S.A.  

 

October 1, 2024

Page 5

 

The opinions expressed herein are limited to the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

 

We hereby consent to the use of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus, which is a part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

 

/s/ Weil, Gotshal & Manges LLP

 

 

 

 

Exhibit 5.2

 

 

1 October 2024

 

To:Board of Directors 
 

TE Connectivity plc

10 Earlsfort Terrace

Dublin 2

D02 T380

Ireland

 

Re:TE Connectivity plc Form S-3 Registration Statement

 

Dear Directors

 

1.Basis of Opinion

 

1.1We are acting as Irish counsel to TE Connectivity plc, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-3 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Securities Act”). We refer in particular to Ordinary Shares with a nominal value of US$0.01 each of the Company (the “Shares”) that may be issued pursuant to the Registration Statement.

 

1.2This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date of this Opinion as currently applied by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof.

 

 

 

 

 

 

 

1.3This Opinion is also strictly confined to:

 

(a)the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter;

 

(b)the documents listed in the schedule to this Opinion (the “Documents”); and

 

(c)the searches listed at Paragraph 1.6 below.

 

1.4We express no opinion, and make no representation or warranty, as to any matter of fact or in respect of any documents which may exist in relation to the Shares, other than the Documents.

 

1.5For the purpose of giving this Opinion, we have examined copies of the Documents sent to us by email in pdf or other electronic format.

 

1.6For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on or about the date hereof (the “Searches”):

 

(a)on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the Memorandum and Articles of Association of the Company and notice of the appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator;

 

(b)in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the five years immediately preceding the date of the search in respect of the Company; and

 

(c)in the Central Office of the High Court in Dublin for any proceedings or petitions filed.

 

1.7This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof.

 

2.Opinion

 

Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:

 

2.1the Company is a public company limited by shares, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to issue the Shares;

 

2.2when the Shares have been issued and allotted pursuant to and in accordance with the terms and conditions referred to or summarized in the applicable resolutions of the board of directors of the Company, the Shares will be validly issued, fully paid up and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such Shares).

 

3.Assumptions

 

For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

 

 

 

 

 

 

Registration Statement and the Shares

 

3.1that when filed with the SEC, the Registration Statement will not differ in any material respect from the drafts that we have examined;

 

3.2that any Shares issued under the Registration Statement will be in consideration of the receipt by the Company prior to the issue of the Shares pursuant thereto of either cash or the release of a liability of the Company for a liquidated sum, at least equal to the nominal value of such Shares and any premium required to be paid up on the Shares pursuant to their terms of issue;

 

3.3that the filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws other than Irish law;

 

3.4with respect to Shares issued on or after 30 September 2029 (the date of expiry of the Company’s existing authority to issue Shares), that, at the time of issue of the Shares, the authority of the Company and the directors of the Company to issue the Shares, as granted by the articles of association of the Company (the “Articles of Association”) and the Companies Act 2014 of Ireland (the “Companies Act”), is in full force and effect;

 

3.5with respect to Shares which are relevant securities (as defined in section 1021 of the Companies Act) that will have not been authorised for issue prior to 30 September 2029 but are issued and/or authorised for issue on or after 30 September 2029 (the date of expiry of the Company’s existing authority to issue Shares), that the Company will, at each subsequent annual general meeting, have renewed its authority to issue the Shares in accordance with the terms and conditions set out in the Articles of Association and the Companies Act for the remainder of the period that the Registration Statement will continue in effect;

 

3.6that the issue of the Shares upon the conversion, exchange and exercise of any securities issued under the Registration Statement will be conducted in accordance with the terms and the procedures described in the Articles of Association, the Companies Act and the terms of issue of such securities;

 

3.7that, at the time of issue of the Shares, the Company will have sufficient authorised but unissued share capital to issue the required number of Shares and the Company will not have prior to, or by virtue of, the issuance, exceeded or exceed the maximum number of Shares permitted by the Company’s shareholders to be issued pursuant to the authorities referred to in paragraphs 3.4 and 3.5 above;

 

3.8that any issue of Shares will be in compliance with the Companies Act, the Irish Takeover Panel Act, 1997, Takeover Rules 2022 and all other applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations;

 

3.9that as at the time of the issuance of the Shares, such issuance shall not be in contravention or breach of any agreement, undertaking, arrangement, deed or covenant affecting the Company or to which the Company is a party or otherwise bound or subject;

 

3.10that any power of attorney granted by the Company in respect of the issue and allotment of the Shares shall have been duly granted, approved and executed in accordance with the Company’s Articles of Association, the Companies Act, the Powers of Attorney Act 1996 of Ireland and all other applicable laws, rules and regulations;

 

 

 

 

 

 

Authenticity and bona fides

 

3.11the completeness and authenticity of all documents submitted to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy documents and the genuineness of all signatories, stamps and seals thereon;

 

3.12where incomplete Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Documents correspond in all respects with the last draft of the complete Documents submitted to us;

 

3.13that the Documents have been executed in a form and content having no material difference to the drafts provided to us, will be delivered by the parties thereto, and that the terms thereof will be observed and performed by the parties thereto;

 

3.14that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;

 

3.15that each of the Documents is up-to-date and current and has not been amended, varied or terminated in any respect and no resolution contained in any of the Documents has been amended, varied, revoked or superseded in any respect;

 

3.16the absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Documents and their respective officers, employees, agents and (with the exception of Arthur Cox LLP) advisers;

 

Accuracy of searches and warranties

 

3.17the accuracy and completeness of the information disclosed in the Searches referred to in paragraph 1.5 above and that such information has not since the time of such search or enquiry been altered. It should be noted that Searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company;

 

3.18there has been no alteration in the status or condition of the Company as disclosed by the Searches;

 

3.19the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents;

 

Solvency and Insolvency

 

3.20that (i) the Company is as at the date of this Opinion able to pay their debts as they fall due within the meaning of section 509 (3) and 570 of the Companies Act or any analogous provision under any application laws; (ii) no receiver, liquidator or examiner or other similar officer has been appointed in relation to the Company or any “related company” (within the meaning of the Companies Act, “Related Company”) or any of their assets or undertakings; (iii) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer has been presented in relation to the Company; and (iv) no insolvency proceedings have been opened or been requested to be opened in relation to the Company or any Related Company in Ireland or elsewhere;

 

 

 

 

 

 

3.21that no proceedings have been instituted or injunction granted against the Company to restrain it from issuing the Shares and the issue of any Shares would not be contrary to any state, governmental, court, state or quasi-governmental agency, licensing authority, local or municipal governmental body or regulatory authority’s order, direction, guideline, recommendation, decision, licence or requirement;

 

Commercial Benefit

 

3.22that the Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate benefit;

 

4.Disclosure

 

This Opinion is addressed to you in connection with the registration of the Shares with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement to be filed with the SEC. In giving this consent, we do not thereby admit that we are in a category of person whose consent is required under Section 7 of the Securities Act.

 

5.No Refresher

 

This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time or to notify you of any change of law, fact or circumstances referred to or relied upon in the giving of this Opinion.

 

Yours faithfully,

 

/s/ Arthur Cox  
ARTHUR COX  

 

 

 

 

 

SCHEDULE

 

Documents

 

1.A copy of the form of the Registration Statement on Form S-3 to be filed by the Company with the SEC;

 

2.An omnibus secretary’s certificate dated 30 September 2024 of an officer of the Company (the “Corporate Certificate”) attaching and certifying, amongst other documents, copies of the following:

 

(a)A copy of the constitution of the Company adopted by special resolution dated 12 September 2024 with effect from 30 September 2024;

 

(b)A copy of the Certificate of Incorporation of the Company dated 16 November 2015;

 

(c)A copy of the Certificate of Incorporation on Change of Name of the Company dated 5 March 2024; and

 

(d)A copy of the Certificate of Incorporation on Re-registration as a PLC dated 7 March 2024.

 

 

 

 

 

Exhibit 23.3

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated November 13, 2023, relating to the financial statements of TE Connectivity Ltd. and the effectiveness of TE Connectivity Ltd.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of TE Connectivity Ltd. for the year ended September 29, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ Deloitte & Touche LLP

 

Philadelphia, Pennsylvania

October 1, 2024

 

 

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS:

 

That each person whose signature appears below constitutes and appoints Terrence R. Curtin, Heath A. Mitts and John S. Jenkins, Jr., his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-3 and any and all amendments (including post-effective amendments) and supplements to this Registration Statement or any subsequent registration statement and all amendments thereto TE Connectivity plc may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them (with full power to act alone), full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

 

Dated and effective as of the 1st of October 2024.

 

/s/ Terrence R. Curtin   /s/ Heath A. Mitts
Terrence R. Curtin, Chief Executive Officer and Director (Principal Executive Officer)   Heath A. Mitts, Executive Vice President and Chief Financial Officer and Director (Principal Financial Officer)
     
/s/ Robert J. Ott   /s/ Jean-Pierre Clamadieu
Robert J. Ott, Senior Vice President and Corporate Controller (Principal Accounting Officer)   Jean-Pierre Clamadieu, Director
     
/s/ Carol A. Davidson   /s/ Lynn A. Dugle
Carol A. Davidson, Director   Lynn A. Dugle, Director
     
/s/ William A. Jeffrey   /s/ Syaru Shirley Lin
William A. Jeffrey, Director   Syaru Shirley Lin, Director
     
/s/ Abhijit Y. Talwalkar   /s/ Mark C. Trudeau
Abhijit Y. Talwalkar, Director   Mark C. Trudeau, Director
     
/s/ Dawn C. Willoughby   /s/ Laura H. Wright
Dawn C. Willoughby, Director   Laura H. Wright, Director

 

 

 

 

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM T-1

 

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)

 

 

 

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

 

New York      13-4941247
(Jurisdiction of Incorporation or     (I.R.S. Employer
organization if not a U.S. national bank)     Identification no.)

 

One Columbus Circle
New York, New York    10019

(Address of principal

executive offices)    

(Zip Code)

 

Deutsche Bank Trust Company Americas

1 Columbus Circle

New York, New York 10019

(212) 250 – 2500

(Name, address and telephone number of agent for service)

 

 

 


TE Connectivity plc
(Exact name of registrant as specified in its charter)

 

SEE TABLE OF ADDITIONAL REGISTRANTS

 

 

 

Ireland   98-1779916
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)

 

Parkmore Business Park West,
Parkmore,
H91VN2T Ballybrit, Galway, Ireland

+353 91 378 040
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 


John S. Jenkins, Jr.

Executive Vice President
and General Counsel TE
Connectivity plc

1050 Westlakes Drive

Berwyn, Pennsylvania 19312

(610) 893-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

With copy to:

 

Corey R. Chivers
Weil, Gotshal & Manges LLP
767 Fifth Avenue

New York, New York 10153
(212) 310-8000

 

 

 

Debt Securities
(Title of the Indenture securities)

 

TABLE OF ADDITIONAL REGISTRANTS

 

Exact Name of Additional
Registrant as Specified in its
Charter*
State or other
Jurisdiction of
Incorporation or
Organization
I.R.S. Employment
Identification No.
Address, including Zip Code, of
Principal Executive Offices
Telephone Number
including Area Code
TYCO ELECTRONICS GROUP S.A. Luxembourg 98-0518566 46 Place Guillaume II
L-1648 Luxembourg
+352 46 43 40 401
TE CONNECTIVITY SWITZERLAND LTD. Switzerland 98-1808270 Mühlenstrasse 26
CH-8200 Schaffhausen, Switzerland
+41(0)52 633 66 61

 

 

 

 

 

 

Item 1.General Information.

 

Furnish the following information as to the trustee.

 

(a)       Name and address of each examining or supervising authority to which it is subject.

 

Name Address

 

Federal Reserve Bank (2nd District) New York, NY

Federal Deposit Insurance Corporation Washington, D.C.

New York State Banking Department Albany, NY

 

(b)      Whether it is authorized to exercise corporate trust powers.

 

             Yes.

 

Item 2.Affiliations with Obligor.

 

If the obligor is an affiliate of the Trustee, describe each such affiliation.

 

Not Applicable.

 

Item 3. -15.Not Applicable

 

Item 16.List of Exhibits.

 

  Exhibit 1 - Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
     
  Exhibit 2 - Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
     
  Exhibit 3 - Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
     
  Exhibit 4 - A copy of existing By-Laws of Deutsche Bank Trust Company Americas, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-271647.

 

 

 

 

  Exhibit 5 - Not applicable.
     
  Exhibit 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
     
  Exhibit 7 - A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
     
  Exhibit 8 - Not Applicable.
     
  Exhibit 9 - Not Applicable.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 19th day of September, 2024.

 

  DEUTSCHE BANK TRUST COMPANY AMERICAS
     
    /s/ Mary Miselis
    By:      Mary Miselis
         Vice President

 

 

 

 

  Board of Governors of the Federal Reserve System OMB Number 7100-0036
  Federal Deposit Insurance Corporation      OMB Number 3064-0052
  Office of the Comptroller of the Currency      OMB Number 1557-0081
    Approval expires June 30, 2027
    Page 1 of 85

 

Federal Financial Institutions Examination Council

 

 

Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041

 

 

Report at the close of business June 30, 2024

 

This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).

 

Unless the context indicates otherwise, the term "bank" in this report form refers to both banks and savings associations.

            20240630  

      (RCON 9999)

This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031.

 

 

NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.

 

I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting

 
Signature of Chief Financial Officer (or Equivalent)
07/30/2024
Date of Signature

 

schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.

 

We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.

 

 

Director (Trustee)
 
Director (Trustee)
 
Director (Trustee)

 

 

Submission of Reports

 

Each bank must file its Reports of Condition and Income (Call Report) data by either:

 

(a)Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collec-tion (https://cdr.ffiec.gov/cdr/), or

 

(b)Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR.

 

For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.

 

FDIC Certificate Number 623
  (RSSD 9050)
   
   
   

 

 

 

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer gener-ated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.

 

The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.

 

DEUTSCHE BANK TRUST COMPANY AMERICAS
Legal Title of Bank (RSSD 9017)
 
New York
City (RSSD 9130)

 

NY   10019
State Abbreviation (RSSD 9200)   Zip Code (RSSD 9220)
     
Legal Entity Identifier (LEI)      
8EWQ2UQKS07AKK8ANH81      

(Report only if your institution already has an LEI.) (RCON 9224)

 

The estimated average burden associated with this information collection is 55.56 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.

 

06/2024

 

 

 

 

          FFIEC 041  
          Page 16 of 85  
        RC-1  

 

Consolidated Report of Condition for Insured Banks and Savings Associations for June 30, 2024

 

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

 

Schedule RC—Balance Sheet

 

  Dollar Amounts in Thousands      RCON Amount  
Assets      
1. Cash and balances due from depository institutions (from Schedule RC-A)      
  a. Noninterest-bearing balances and currency and coin (1) 0081 23,000 1.a.
  b. Interest-bearing balances (2) 0071 15,273,000 1.b.
2. Securities:      
  a. Held-to-maturity securities (from Schedule RC-B, column A) (3) JJ34 0 2.a.
  b. Available-for-sale debt securities (from Schedule RC-B, column D) 1773 376,000 2.b.
  c. Equity securities with readily determinable fair values not held for trading (4) JA22 0 2.c.
3. Federal funds sold and securities purchased under agreements to resell:      
  a. Federal funds sold B987 0 3.a.
  b. Securities purchased under agreements to resell (5, 6) B989 5,921,000 3.b.
4. Loans and lease financing receivables (from Schedule RC-C):      
  a. Loans and leases held for sale 5369 0 4.a.
  b. Loans and leases held for investment B528 16,614,000     4.b.
  c. LESS: Allowance for credit losses on loans and leases 3123 26,000     4.c.
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) B529 16,588,000 4.d.
5. Trading assets (from Schedule RC-D) 3545 0 5.
6. Premises and fixed assets (includingright-of-use assets 2145 0 6.
7. Other real estate owned (from Schedule RC-M) 2150 4,000 7.
8. Investments in unconsolidated subsidiaries and associated companies 2130 0 8.
9. Direct and indirect investments in real estate ventures 3656 0 9.
10. Intangible assets (from Schedule RC-M) 2143 1,000 10.
11. Other assets (from Schedule RC-F) (6) 2160 2,405,000 11.
12. Total assets (sum of items 1 through 11) 2170 40,591,000 12.
       
Liabilities      
13. Deposits:      
  a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) 2200 27,997,000 13.a.
  (1)   Noninterest-bearing (7) 6631 10,665,000     13.a.(1)
  (2)   Interest-bearing 6636 17,332,000     13.a.(2)
  b. Not applicable      
14. Federal funds purchased and securities sold under agreements to repurchase:      
  a. Federal funds purchased (8) B993 0 14.a.
  b. Securities sold under agreements to repurchase (9) B995 0 14.b.
15. Trading liabilities (from Schedule RC-D) 3548 0 15.
16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M) 3190 0 16.
17. and 18. Not applicable      
19. Subordinated notes and debentures (10) 3200 0 19.

 

 

1.Includes cash items in process of collection and unposted debits.

2.Includes time certificates of deposit not held for trading.

3.Institutions should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.

4.Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for "Securities Activities" for further detail on accounting for investments in equity securities.

5.Includes all securities resale agreements, regardless of maturity.

6.Institutions should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.

7.Includes noninterest-bearing demand, time, and savings deposits.

8.Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money."

9.Includes all securities repurchase agreements, regardless of maturity.

10.Includes limited-life preferred stock and related surplus.

 

06/2012

 

 

 

 

    ,       FFIEC 041  
          Page 17 of 85  
Schedule RC—Continued         RC-2  
           

 

      Dollar Amounts in Thousands RCON Amount    
Liabilities—continued            
20. Other liabilities (from Schedule RC-G) 2930 2,708,000 20.  
21. Total liabilities (sum of items 13 through 20) 2948 30,705,000 21.  
22. Not applicable            
             
Equity Capital            
  Bank Equity Capital            
23. Perpetual preferred stock and related surplus 3838 0 23.  
24. Common stock 3230 2,127,000 24.  
25. Surplus (exclude all surplus related to preferred stock) 3839 935,000 25.  
26. a.  Retained earnings 3632 6,860,000 26.a.  
  b.  Accumulated other comprehensive income (1) B530 (36,000) 26.b.  
  c.  Other equity capital components (2) A130 0 26.c.  
27. a.  Total bank equity capital (sum of items 23 through 26.c) 3210 9,886,000 27.a.  
  b.  Noncontrolling (minority) interests in consolidated subsidiaries 3000 0 27.b.  
28. Total equity capital (sum of items 27.a and 27.b) G105 9,886,000 28.  
29. Total liabilities and equity capital (sum of items 21 and 28) 3300 40,591,000 29.  

 

Memoranda          
To be reported with the March Report of Condition.          
           
1. Indicate in the box at the right the number of the statement below that best describes the most      
  comprehensive level of auditing work performed for the bank by independent external auditors as of RCON Number  
  any date during 2023 6724 NA M.1.
         
1a = An integrated audit of the reporting institution’s financial 2b = An audit of the reporting institution's parent holding company's  
  statements and its internal control over financial reporting   consolidated financial statements only conducted in  
  conducted in accordance with the standards of the American   accordance with the auditing standards of the AICPA or the  
  Institute of Certified Public Accountants (AICPA) or Public   PCAOB by an independent public accountant that submits a  
  Company Accounting Oversight Board (PCAOB) by an indepen-   report on the consolidated holding company (but not on the  
  dent public accountant that submits a report on the institution   institution separately)      
1b = An audit of the reporting institution's financial statements only 3 = This number is not to be used      
  conducted in accordance with the auditing standards of the 4 = Directors’ examination of the bank conducted in accordance  
  AICPA or the PCAOB by an independent public accountant that   with generally accepted auditing standards by a certified public  
  submits a report on the institution   accounting firm (may be required by state-chartering authority)  
2a = An integrated audit of the reporting institution's parent holding 5 = Directors’ examination of the bank performed by other external  
  company's consolidated financial statements and its internal   auditors (may be required by state-chartering authority)  
  control over financial reporting conducted in accordance with the 6 = Review of the bank’s financial statements by external auditors  
  standards of the AICPA or the PCAOB by an independent public 7 = Compilation of the bank’s financial statements by external  
  accountant that submits a report on the consolidated holding   auditors      
  company (but not on the institution separately) 8 = Other audit procedures (excluding tax preparation work)  
    9 = No external audit work      
           
To be reported with the March Report of Condition.     RCON Date  
2. Bank's fiscal year-end date (report the date in MMDD format) 8678 NA M.2.

 

 

1.Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.

2.Includes treasury stock and unearned Employee Stock Ownership Plan shares.

 

06/2012

 

 

 

S-3 S-3ASR EX-FILING FEES 0001385157 TE Connectivity plc 0001385157 2024-10-01 2024-10-01 0001385157 1 2024-10-01 2024-10-01 0001385157 2 2024-10-01 2024-10-01 0001385157 3 2024-10-01 2024-10-01 0001385157 4 2024-10-01 2024-10-01 0001385157 5 2024-10-01 2024-10-01 0001385157 6 2024-10-01 2024-10-01 0001385157 7 2024-10-01 2024-10-01 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

TE Connectivity plc

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Registered Shares of TE Connectivity plc 457(r) $ 0.00 0.0001531 $ 0.00
Fees to be Paid 2 Other Warrants of TE Connectivity plc 457(r) 0.0001531
Fees to be Paid 3 Other Units of TE Connectivity plc 457(r) 0.0001531
Fees to be Paid 4 Other Guarantees of TE Connectivity plc 457(r) 0.0001531
Fees to be Paid 5 Other Guarantees of TE Connectivity Switzerland Ltd. 457(r) 0.0001531
Fees to be Paid 6 Debt Debt securities of Tyco Electronics Group S.A. 457(r) 0.0001531
Fees to be Paid 7 Other Units of Tyco Electronics Group S.A. 457(r) 0.0001531
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 0.00

$ 0.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 0.00

Offering Note

1

An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrants are deferring payment of all of the registration fee.

2

An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Pursuant to Rule 457(g) under the Securities Act, no separate registration fee is due for the warrants.

3

An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.

4

An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is due for the guarantees.

5

An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is due for the guarantees.

6

An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee.

7

An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.

v3.24.3
Submission
Oct. 01, 2024
Submission [Line Items]  
Central Index Key 0001385157
Registrant Name TE Connectivity plc
Form Type S-3
Submission Type S-3ASR
Fee Exhibit Type EX-FILING FEES
v3.24.3
Offerings
Oct. 01, 2024
USD ($)
Offering: 1  
Offering:  
Fee Previously Paid false
Rule 457(r) true
Security Type Equity
Security Class Title Registered Shares of TE Connectivity plc
Maximum Aggregate Offering Price $ 0.00
Fee Rate 0.01531%
Amount of Registration Fee $ 0.00
Offering Note An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrants are deferring payment of all of the registration fee.
Offering: 2  
Offering:  
Fee Previously Paid false
Rule 457(r) true
Security Type Other
Security Class Title Warrants of TE Connectivity plc
Fee Rate 0.01531%
Offering Note An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Pursuant to Rule 457(g) under the Securities Act, no separate registration fee is due for the warrants.
Offering: 3  
Offering:  
Fee Previously Paid false
Rule 457(r) true
Security Type Other
Security Class Title Units of TE Connectivity plc
Fee Rate 0.01531%
Offering Note An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
Offering: 4  
Offering:  
Fee Previously Paid false
Rule 457(r) true
Security Type Other
Security Class Title Guarantees of TE Connectivity plc
Fee Rate 0.01531%
Offering Note An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is due for the guarantees.
Offering: 5  
Offering:  
Fee Previously Paid false
Rule 457(r) true
Security Type Other
Security Class Title Guarantees of TE Connectivity Switzerland Ltd.
Fee Rate 0.01531%
Offering Note An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is due for the guarantees.
Offering: 6  
Offering:  
Fee Previously Paid false
Rule 457(r) true
Security Type Debt
Security Class Title Debt securities of Tyco Electronics Group S.A.
Fee Rate 0.01531%
Offering Note An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee.
Offering: 7  
Offering:  
Fee Previously Paid false
Rule 457(r) true
Security Type Other
Security Class Title Units of Tyco Electronics Group S.A.
Fee Rate 0.01531%
Offering Note An indeterminate aggregate offering price and number or amount of securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of all of the registration fee. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
v3.24.3
Fees Summary
Oct. 01, 2024
USD ($)
Fees Summary [Line Items]  
Total Offering $ 0.00
Previously Paid Amount 0.00
Total Fee Amount 0.00
Total Offset Amount 0.00
Net Fee $ 0.00

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