What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-11-10 compared with 2024-11-12 · 149 added, 161 removed, 388 unchanged (44% of the section changed)

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Discussion of our financial condition and results of operations for fiscal 2025 compared to fiscal 2024 is presented below.

Discussion of our financial condition and results of operations for fiscal 2023 compared to fiscal 2022 can be found in “Part II.

The “Segment Results” section also discusses fiscal 2024 compared to fiscal 2023 because of the change in our segment structure discussed below.

Discussion of our financial condition and consolidated results of operations for fiscal 2024 compared to fiscal 2023 can be found in “Part II.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024.

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See “Non-GAAP Financial Measure” for additional information regarding this measure.

We are a global industrial technology leader creating a safer, sustainable, productive, and connected future.

As a trusted innovation partner, our broad range of connectivity and sensor solutions enable the distribution of power, signal, and data to advance next-generation transportation, energy networks, automated factories, data centers enabling artificial intelligence, and more.

Change in Place of Incorporation

During fiscal 2024, our board of directors and shareholders approved a change in our jurisdiction of incorporation from Switzerland to Ireland.

In connection with the change, we entered into a merger agreement with our wholly-owned subsidiary, TE Connectivity plc, a public limited company incorporated under Irish law.

Under the merger agreement, we were merged with and into TE Connectivity plc, which was the surviving entity, in order to effect our change in jurisdiction of incorporation from Switzerland to Ireland.

The merger and change in jurisdiction of incorporation were completed on September 30, 2024.

Our shareholders received one ordinary share of TE Connectivity plc for each common share of TE Connectivity Ltd.

held immediately prior to the merger.

In connection with the change, TE Connectivity Ltd., our former parent entity, entered into a merger agreement with TE Connectivity plc, its then wholly-owned subsidiary and a public limited company incorporated under Irish law.

Under the merger agreement, TE Connectivity Ltd.

merged with and into TE Connectivity plc, which was the surviving entity, in order to effect our change in jurisdiction of incorporation from Switzerland to Ireland.

The merger was completed on September 30, 2024, thereby changing our jurisdiction of incorporation from Switzerland to Ireland.

Effective for fiscal 2025, we are organized under the laws of Ireland.

We do not anticipate any material changes in our operations or financial results as a result of the merger and change in place of incorporation.

See Notes 1 and 21 to the Consolidated Financial Statements for additional information regarding the change in place of incorporation .

We are 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 have not had and do not anticipate any material changes in our operations or financial results as a result of the merger and change in place of incorporation.

New Segment Structure

Effective for fiscal 2025, we reorganized our management and segments to align the organization around our current strategy.

We now operate through two reportable segments:

Transportation Solutions and Industrial Solutions.

Prior period segment results have been recast to conform to the new segment structure.

See additional information regarding our segments in Notes 1 and 20 to the Consolidated Financial Statements.

Summary of Fiscal 2025 Performance

● Our fiscal 2024 net sales decreased 1.2% from fiscal 2023 levels due to sales declines in the Transportation Solutions and Industrial Solutions segments, partially offset by sales growth in the Communications Solutions segment.

On an organic basis, our net sales were flat in fiscal 2024 as compared to fiscal 2023.

● Our fiscal 2025 net sales increased 8.9% from fiscal 2024 due to sales growth in the Industrial Solutions segment, partially offset by sales declines in the Transportation Solutions segment.

Richards Manufacturing, which was acquired in April 2025, contributed net sales of $179 million.

On an organic basis, our net sales increased 6.4% in fiscal 2025 as compared to fiscal 2024.

● Our net sales by segment were as follows:

● Transportation Solutions —Our net sales decreased 2.0% due primarily to sales declines in the sensors end market and, to a lesser degree, the commercial transportation end market.

● Industrial Solutions —Our net sales decreased 1.5% as a result of sales declines in the industrial equipment end market, partially offset by sales growth in all other end markets.

● Communications Solutions —Our net sales increased 3.7% due to sales growth in the data and devices end market, partially offset by sales declines in the appliances end market.

● During fiscal 2024, our shareholders approved a dividend payment of $2.60 per share, payable in four equal quarterly installments of $0.65 per share beginning in the third quarter of fiscal 2024 and ending in the second quarter of fiscal 2025.

● Transportation Solutions —Our net sales decreased 1.0% in fiscal 2025 due primarily to sales declines in the sensors and commercial transportation end markets.

● Industrial Solutions —Our net sales increased 23.7% in fiscal 2025 as a result of sales growth in the digital data networks;

automation and connected living;

and aerospace, defense, and marine end markets, partially offset by sales declines in the medical end market.

● We paid cash dividends to shareholders of $2.72 per ordinary share in fiscal 2025.

Also, in September 2025, our board of directors declared a regular quarterly cash dividend of $0.71 per ordinary share, payable on December 12, 2025, to shareholders of record on November 21, 2025.

● Net cash provided by operating activities was $4,139 million in fiscal 2025.

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Our business and operating results have been and will continue to be affected by worldwide economic conditions.

The global economy has been impacted in recent years by supply chain disruptions and inflationary cost pressures.

The global economy has been impacted in recent years by supply chain disruptions, inflationary cost pressures, and, most recently, tariff and trade policies.

We are monitoring the current environment and its potential effects on our customers and the end markets we serve.

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However, we have been able to mitigate increased costs and supply chain disruptions through productivity and/or price increases.

Also, we have taken and continue to focus on actions to manage costs, including restructuring and other cost reduction initiatives such as reducing discretionary spending and travel.

Also, we have taken and continue to focus on actions to manage costs, including restructuring and

other cost reduction initiatives such as reducing discretionary spending and travel.

Additionally, we are managing our capital resources and monitoring capital availability to ensure that we have sufficient resources to fund our future capital needs.

See further discussion in “Liquidity and Capital Resources.”

We are actively monitoring developments in tariff and trade policies and the potential impacts on our business.

In addition, we are using pricing actions and sourcing changes to largely mitigate the impacts of new tariffs and changes in existing tariff rates.

We continue to monitor military conflicts in certain parts of the world as well as escalating tensions in surrounding countries and associated sanctions.

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In the first quarter of fiscal 2026, we expect our net sales to be approximately $4.5 billion as compared to $3.8 billion in the first quarter of fiscal 2025.

As discussed below, we will have a new segment structure effective for fiscal 2025.

Under the new structure, net sales increases in the Industrial Solutions segment are expected to be partially offset by sales declines in the Transportation Solutions segment.

This increase reflects sales growth in both the Industrial Solutions and Transportation Solutions segments.

The Industrial Solutions segment will benefit from the acquisition of Richards Manufacturing.

We expect diluted earnings per share from continuing operations to be approximately $2.33 per share in the first quarter of fiscal 2026.

This outlook reflects the positive impact of foreign currency exchange rates on net sales and earnings per share of approximately $32 million and $0.04 per share, respectively, in the first quarter of fiscal 2025 as compared to the same period of fiscal 2024.

This outlook reflects the positive impact of foreign currency exchange rates on net sales and earnings per share of approximately $113 million and $0.02 per share, respectively, in the first quarter of fiscal 2026 as compared to the same period of fiscal 2025 and includes the impact of currently enacted tariffs.

Also, this outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels.

As discussed above, on April 1, 2025, we acquired 100% of Richards Manufacturing, a U.S.-based producer of overhead and underground electrical and gas distribution products, for cash of approximately $2.3 billion, net of cash acquired.

The acquired business has been reported as part of the energy business within our Industrial Solutions segment from the date of acquisition.

During fiscal 2025, we acquired two additional businesses for a combined cash purchase price of $321 million, net of cash acquired.

The acquired businesses have been reported as part of our Industrial Solutions segment from the date of acquisition.

During the first quarter of fiscal 2024, we acquired approximately 98.7% of the outstanding shares of Schaffner Holding AG (“Schaffner”), a leader in electromagnetic solutions based in Switzerland, for CHF 505.00 per share in cash for a purchase price of CHF 294 million (equivalent to $339 million), net of cash acquired.

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During the third quarter of fiscal 2024, we completed a squeeze-out of the remaining minority shareholders for $5 million and the Schaffner shares were delisted from the SIX Swiss Exchange.

We acquired one business for a cash purchase price of $110 million, net of cash acquired, during fiscal 2023.

The acquired business has been reported as part of our Industrial Solutions segment from the date of acquisition.

See Note 4 to the Consolidated Financial Statements for additional information regarding acquisitions.

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In connection with the divestiture, we recorded a pre-tax gain on sale of $10 million.

Additionally, during fiscal 2023, we recorded a pre-tax impairment charge of $68 million when the business was reclassified to held for sale.

The business sold was reported in our Transportation Solutions segment.

During fiscal 2023, we sold three businesses for net cash proceeds of $48 million.

In connection with the divestitures, we recorded pre-tax impairment charges and a net pre-tax loss on sales, which totaled to a net charge of $9 million.

The businesses sold were reported in our Industrial Solutions segment.

Prior to divestiture, the business was reported in our Transportation Solutions segment.

See Note 3 to the Consolidated Financial Statements for additional information regarding divestitures.

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Industrial Solutions

Communications Solutions

The following table provides an analysis of the change in our net sales by segment:

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Growth (Decline)

(Divestitures)

(Divestiture)

($ in millions)

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Industrial Solutions

Communications Solutions

Net sales decreased $189 million, or 1.2%, in fiscal 2024 as compared to fiscal 2023.

The decrease in net sales resulted primarily from the negative impact of foreign currency translation of 0.7% due to the weakening of certain foreign currencies and the net negative impact of 0.3% from divestitures and acquisitions.

In fiscal 2024, pricing actions positively affected organic net sales by $105 million.

Net sales increased $1,417 million, or 8.9%, in fiscal 2025 as compared to fiscal 2024.

The increase in net sales resulted primarily from organic net sales growth of 6.4% and the net positive impact of 2.2% from acquisitions and a divestiture.

Richards Manufacturing, which was acquired on April 1, 2025, contributed net sales of $179 million in fiscal 2025.

In fiscal 2025, net pricing actions positively affected organic net sales by $51 million.

See further discussion of net sales below under “Segment Results.”

Net Sales by Geographic Region.

Our business operates in three geographic regions—EMEA, Asia–Pacific, and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates.

Our business operates in three geographic regions—Asia–Pacific, EMEA, and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates.

Increases or decreases in the value of the U.S.

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Growth (Decline)

(Divestitures)

(Divestiture)

($ in millions)

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As a percentage of net sales

In fiscal 2024, gross margin increased $401 million as compared to fiscal 2023 primarily as a result of improved manufacturing productivity and the positive impact of pricing actions.

In fiscal 2025, gross margin increased $623 million as compared to fiscal 2024 primarily as a result of higher volume and improved manufacturing productivity.

We use a wide variety of raw materials in the manufacture of our products.

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As a percentage of net sales

Acquisition and integration costs

Restructuring and other charges, net

Selling, General, and Administrative Expenses.

In fiscal 2024, selling, general, and administrative expenses increased $62 million as compared to fiscal 2023 due primarily to the impact of inflation, partially offset by savings attributable to prior restructuring actions.

In fiscal 2025, selling, general, and administrative expenses increased $134 million as compared to fiscal 2024 due primarily to increased selling expenses to support higher sales levels, higher incentive compensation costs, and incremental expenses attributable to recently acquired businesses, partially offset by savings attributable to restructuring actions and the release of reserves associated with trade compliance matters.

Acquisition and Integration Costs.

In fiscal 2025, we incurred acquisition and integration costs of $47 million, of which $28 million related to the acquisition of Richards Manufacturing.

Restructuring and Other Charges, Net.

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These initiatives are designed to help us maintain our competitiveness in the industry, improve our operating leverage, and position us for future growth.

During fiscal 2024 and 2023, we initiated restructuring programs to optimize our manufacturing footprint and improve the cost structure of the organization.

During fiscal 2025 and 2024, we initiated restructuring programs associated with footprint consolidation and cost structure improvements in both of our segments.

We incurred net restructuring charges of $113 million and $144 million in fiscal 2025 and 2024, respectively.

Annualized cost savings related to actions initiated in fiscal 2024 are expected to be approximately $85 million and we expect the majority of these savings will be realized by the end of fiscal 2027.

Annualized cost savings related to actions initiated in fiscal 2025 are expected to be approximately $80 million and are expected to be fully realized by the end of fiscal 2026.

Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses.

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During fiscal 2024, we recorded a gain on divestiture of $10 million.

We recorded net charges of $77 million related to pre-tax impairment of held for sale businesses and loss (gain) on divestitures in fiscal 2023.

During fiscal 2024, we incurred costs of $20 million related to our change in place of incorporation from Switzerland to Ireland.

See Notes 1 and 21 to the Consolidated Financial Statements for additional information regarding the change.

During fiscal 2025 and 2024, we incurred costs of $11 million and $20 million, respectively, related to our change in place of incorporation from Switzerland to Ireland.

See Note 1 to the Consolidated Financial Statements for additional information regarding the change.

See Note 3 to the Consolidated Financial Statements for additional information regarding net restructuring and other charges.

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(in millions)

Acquisition-related charges:

Acquisition and integration costs

Charges associated with the amortization of acquisition-related fair value adjustments

Restructuring and other charges, net

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($ in millions)

Interest income

Income tax expense (benefit)

Effective tax rate

Interest Income.

Interest income increased $27 million in fiscal 2024 from fiscal 2023 due to higher interest rates as well as an increase in our average cash balances held and invested.

Income Taxes.

See Note 15 to the Consolidated Financial Statements for discussion of items impacting income tax expense and the effective tax rate.

The Organisation for Economic Co-operation and Development (“OECD”) and participating countries continue to work toward the enactment of a 15% global minimum corporate tax.

More than 30 countries have thus far enacted global minimum tax legislation.

Both Ireland and Switzerland have implemented elements of the OECD’s global minimum tax rules, effective as of January 1, 2024.

The global minimum tax is a significant structural change to the international taxation framework, which will affect us beginning in fiscal 2025.

We anticipate further legislative activity and administrative guidance throughout fiscal 2025.

We are currently monitoring these developments and evaluating the impact, which could be material to our cash taxes and worldwide corporate effective tax rate.

The OECD and participating countries continue to enact the 15% global minimum tax.

The global minimum tax is a significant structural change to the international taxation framework and more than 50 countries have thus far enacted some or all elements of the tax.

Ireland has implemented elements of the OECD’s global minimum tax rules, which were effective for us beginning in fiscal 2025.

In January 2025, the OECD released new guidance for the global minimum tax rules which impacted the realizability of certain deferred tax assets associated with a ten-year tax credit obtained by a Swiss subsidiary in fiscal 2024.

We anticipate further legislative activity and administrative guidance.

We continue to closely monitor the evolving global minimum tax framework and assess the implications in the jurisdictions in which we operate.

The valuation allowance for deferred tax assets was $8,821 million and $8,285 million at fiscal year end 2025 and 2024, respectively.

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Commercial transportation

(1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

The following table provides an analysis of the change in the Transportation Solutions segment’s net sales by industry end market:

Change in Net Sales for Fiscal 2025 versus Fiscal 2024

Change in Net Sales for Fiscal 2024 versus Fiscal 2023

Organic Net Sales

Growth (Decline)

($ in millions)

Commercial transportation

Net sales in the Transportation Solutions segment decreased $190 million, or 2.0%, in fiscal 2024 from fiscal 2023 primarily as a result of the negative impact of a divestiture of 1.7% and the negative impact of foreign currency translation of 0.6%.

Net sales in the Transportation Solutions segment decreased $93 million, or 1.0%, in fiscal 2025 from fiscal 2024 primarily as a result of organic net sales declines of 1.0%.

Our organic net sales by industry end market were as follows:

● Automotive —Our organic net sales were flat in fiscal 2025 with growth of 11.3% in the Asia–Pacific region largely offset by declines of 10.5% in the EMEA region and 5.0% in the Americas region.

Our organic net sales growth in the Asia–Pacific region resulted from increased content per vehicle as well as vehicle production growth.

In the EMEA and Americas regions, our organic net sales were impacted by a shift in platform mix consistent with consumer demand and declines in vehicle production levels compared to prior year .

● Commercial transportation —Our organic net sales decreased 2.3% in fiscal 2025 as a result of d eclines in the Americas and EMEA regions, partially offset by growth in the Asia–Pacific region .

● Sensors —Our organic net sales decreased 8.0% in fiscal 2025 due to market weakness in both transportation and industrial applications .

In the Transportation Solutions segment, net sales decreased $194 million, or 2.0%, in fiscal 2024 from fiscal 2023 due primarily to the negative impact of a divestiture of 1.6% and the negative impact of foreign currency translation of 0.7%.

Our organic net sales by industry end market were as follows:

● Automotive —Our organic net sales increased 2.9% in fiscal 2024 as a result of growth of 14.2% in the Asia–Pacific region, partially offset by declines of 5.1% in the Americas region and 4.3% in the EMEA region.

Our organic net sales growth in the Asia–Pacific region was due to vehicle production growth as well as increased content per vehicle.

In the Americas and EMEA regions, our organic net sales were impacted by slight declines

in vehicle production levels compared to prior year and a shift in platform mix consistent with consumer demand .

In the Americas and EMEA regions, our organic net sales were impacted by slight declines in vehicle production levels compared to prior year and a shift in platform mix consistent with consumer demand .

● Commercial transportation —Our organic net sales decreased 4.1% in fiscal 2024 as a result of d eclines in the EMEA and Americas regions, partially offset by growth in the Asia–Pacific region .

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Operating margin

Operating income in the Transportation Solutions segment increased $396 million in fiscal 2024 as compared to fiscal 2023.

Excluding the items below, operating income increased in fiscal 2024 primarily as a result of improved manufacturing productivity.

Operating income in the Transportation Solutions segment decreased $62 million in fiscal 2025 as compared to fiscal 2024.

Excluding the items below, operating income decreased in fiscal 2025 primarily as a result of net price erosion.

In fiscal 2024, operating income in the Transportation Solutions segment increased $393 million from fiscal 2023.

Excluding the items below, operating income increased in fiscal 2024 due primarily to improved manufacturing productivity.

(in millions)

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($ in millions)

Industrial equipment

Digital data networks

Automation and connected living

Aerospace, defense, and marine

(1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

The following table provides an analysis of the change in the Industrial Solutions segment’s net sales by industry end market:

Change in Net Sales for Fiscal 2025 versus Fiscal 2024

Change in Net Sales for Fiscal 2024 versus Fiscal 2023

Organic Net Sales

Growth (Decline)

(Divestiture)

($ in millions)

Industrial equipment

Digital data networks

Automation and connected living

Aerospace, defense, and marine

In the Industrial Solutions segment, net sales decreased $70 million, or 1.5%, in fiscal 2024 from fiscal 2023 due primarily to organic net sales declines of 3.3%, partially offset by the net positive impact of 2.3% from acquisitions and a divestiture.

In fiscal 2024, pricing actions positively affected organic net sales by $179 million.

In the Industrial Solutions segment, net sales increased $1,510 million, or 23.7%, in fiscal 2025 from fiscal 2024 due primarily to organic net sales growth of 17.6% and the positive impact of 5.7% from acquisitions.

Richards Manufacturing contributed net sales of $179 million in fiscal 2025.

Our organic net sales by industry end market were as follows:

● Industrial equipment —Our organic net sales decreased 24.9% in fiscal 2024 as a result of declines across all regions and reduced demand resulting from inventory corrections in the supply chain .

● Digital data networks —Our organic net sales increased 72.6% in fiscal 2025 due primarily to growth in AI and cloud applications .

● Automation and connected living —Our organic net sales increased 3.5% in fiscal 2025 as a result of strength in the appliances market, partially offset by weakness in factory automation applications .

● Aerospace, defense, and marine —Our organic net sales increased 9.5% in fiscal 2025 due primarily to growth in the defense and the commercial aerospace markets .

● Energy —Our organic net sales increased 15.0% in fiscal 2025 due to growth in the Americas region driven by renewable energy applications as well as growth in the EMEA and Asia–Pacific regions .

● Medical —Our organic net sales decreased 17.1% in fiscal 2025 primarily as a result of reduced demand resulting from inventory corrections in the supply chain .

Net sales in the Industrial Solutions segment were flat in fiscal 2024 compared to fiscal 2023 as the net positive impact of 1.6% from acquisitions and a divestiture was largely offset by organic net sales declines of 0.9% and the negative impact of foreign currency translation of 0.6%.

Our organic net sales by industry end market were as follows:

● Digital data networks —Our organic net sales increased 10.2% in fiscal 2024 due to growth in AI applications, partially offset by reduced demand resulting from inventory corrections in the supply chain in the first half of the year .

● Automation and connected living —Our organic net sales decreased 19.1% in fiscal 2024 due to declines in factory automation applications and the appliances market.

● Aerospace, defense, and marine —Our organic net sales increased 15.4% in fiscal 2024 due to growth in all markets .

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Operating margin

Operating income in the Industrial Solutions segment decreased $14 million in fiscal 2024 from fiscal 2023.

Excluding the items below, operating income decreased in fiscal 2024 primarily as a result of lower volume and higher operating costs, partially offset by the positive impact of pricing actions.

Operating income in the Industrial Solutions segment increased $477 million in fiscal 2025 from fiscal 2024.

Excluding the items below, operating income increased in fiscal 2025 primarily as a result of higher volume and the positive impact of net pricing actions.

In fiscal 2024, operating income in the Industrial Solutions segment increased $99 million from fiscal 2023.

Excluding the items below, operating income increased in fiscal 2024 due primarily to the positive impact of net pricing actions.

(in millions)

Acquisition-related charges:

Acquisition and integration costs

Charges associated with the amortization of acquisition-related fair value adjustments

Restructuring and other charges, net

Taxes (non-income tax) recorded in selling, general, and administrative expenses

Communications Solutions

The following table presents the Communications Solutions segment’s net sales and the percentage of total net sales by industry end market (1) :

($ in millions)

Data and devices

(1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

The following table provides an analysis of the change in the Communications Solutions segment’s net sales by industry end market:

Change in Net Sales for Fiscal 2024 versus Fiscal 2023

Organic Net Sales

Growth (Declines)

($ in millions)

Data and devices

Net sales in the Communications Solutions segment increased $71 million, or 3.7%, in fiscal 2024 as compared to fiscal 2023 due primarily to organic net sales growth of 4.8%.

In fiscal 2024, price erosion negatively affected organic net sales by $62 million.

Our organic net sales by industry end market were as follows:

● Data and devices —Our organic net sales increased 10.2% in fiscal 2024 due to growth in AI applications, partially offset by reduced demand resulting from inventory corrections in the supply chain in the first half of the year .

● Appliances —Our organic net sales decreased 3.7% in fiscal 2024 primarily as a result of reduced demand resulting from inventory corrections in the supply chain in the first half of the year and our strategic exit of certain product lines, partially offset by share gains .

Operating Income.

The following table presents the Communications Solutions segment’s operating income and operating margin information:

($ in millions)

Operating income

Operating margin

In the Communications Solutions segment, operating income increased $110 million in fiscal 2024 as compared to fiscal 2023.

Excluding the items below, operating income increased in fiscal 2024 due primarily to higher volume and improved manufacturing productivity, partially offset by price erosion.

(in millions)

Acquisition and integration costs

Restructuring and other charges, net

New Segment Structure Effective for Fiscal 2025

Effective for the first quarter of fiscal 2025, we will reorganize our management and segments to align the organization around our fiscal 2025 strategy.

In this Annual Report, results for fiscal 2024 and prior periods are reported on the basis under which we managed our business in fiscal 2024 and do not reflect the fiscal 2025 segment reorganization.

See Note 21 to the Consolidated Financial Statements for additional information regarding our new segment structure.

Liquidity and Capital Resources

Our ability to fund our future capital needs will be affected by our ongoing ability to generate cash from operations and may be affected by our access to capital markets, money markets, or other sources of funding, as well as the capacity and terms of our financing arrangements.

We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the payment of €550 million of 0.00% euro-denominated senior notes due in February 2025.

We may use excess cash to purchase a portion of our ordinary shares pursuant to our authorized share repurchase program, to acquire strategic businesses or product lines, to pay dividends on our ordinary shares, or to reduce our outstanding debt.

We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the repayment of $500 million of 4.50% senior notes and $350 million of 3.70% senior notes, both due in February 2026.

Also, we may use funds to acquire strategic businesses or product lines, reduce our outstanding debt, or return cash to shareholders through dividends on our ordinary shares or purchases of our ordinary shares pursuant to our authorized share repurchase program.

The cost or availability of future funding may be impacted by financial market conditions.

We will continue to monitor financial markets and respond as

necessary to changing conditions.

We will continue to monitor financial markets and respond as necessary to changing conditions.

We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs.

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Under current applicable laws, substantially all of these amounts can be repatriated to Tyco Electronics Group S.A.

(“TEGSA”), our Luxembourg subsidiary, which is the obligor of substantially all of our debt, and to TE Connectivity plc, our now parent company;

(“TEGSA”), our Luxembourg subsidiary, which is the obligor of substantially all of our debt, and to TE Connectivity plc, our Irish parent company;

however, the repatriation of these amounts could subject us to additional tax expense.

We provide for tax liabilities on the Consolidated Financial Statements with respect to amounts that we expect to repatriate;

We provide for tax liabilities on the Consolidated Financial Statements with respect to amounts that we expect to

however, no tax liabilities are recorded for amounts that we consider to be retained indefinitely and reinvested in our global manufacturing operations.

As of fiscal year end 2024, we had approximately $4.7 billion of cash, cash equivalents, and intercompany deposits, principally in our subsidiaries, that we have the ability to distribute to TEGSA and now to TE Connectivity plc but we consider to be permanently reinvested.

As of fiscal year end 2025, we had approximately $3.5 billion of cash, cash equivalents, and intercompany deposits, principally in our subsidiaries, that we have the ability to distribute to TEGSA and TE Connectivity plc but we consider to be permanently reinvested.

We estimate that an immaterial amount of tax expense would be recognized on the Consolidated Financial Statements if our intention to permanently reinvest these amounts were to change.

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Net cash provided by operating activities increased $662 million to $4,139 million in fiscal 2025 as compared to $3,477 million in fiscal 2024.

The increase resulted primarily from higher pre-tax income, partially offset by the impact of changes in working capital levels.

The increase resulted primarily from higher pre-tax income and a reduction in income tax payments.

The amount of income taxes paid, net of refunds, during fiscal 2025 and 2024 was $276 million and $475 million, respectively.

Pension contributions were $69 million and $71 million in fiscal 2024 and 2023, respectively.

Pension contributions were $69 million in both fiscal 2025 and 2024.

We expect pension contributions to be approximately $70 million in fiscal 2026, before consideration of any voluntary contributions.

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We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities.

During fiscal 2024, we acquired one business for a cash purchase price of $339 million, net of cash acquired.

During fiscal 2025, we acquired Richards Manufacturing for approximately $2.3 billion, net of cash acquired.

Also during fiscal 2025, we acquired two additional businesses for a combined cash purchase price of $321 million, net of cash acquired.

We acquired one business for a cash purchase price of $339 million, net of cash acquired, during fiscal 2024.

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During fiscal 2024, we received net cash proceeds of $59 million related to the sale of one business.

We received net cash proceeds of $48 million related to the sale of three businesses during fiscal 2023.

See Note 3 to the Consolidated Financial Statements for additional information regarding divestitures.

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See Note 10 to the Consolidated Financial Statements for additional information regarding debt.

During fiscal 2024, TEGSA, our wholly-owned subsidiary, issued $350 million aggregate principal amount of 4.625% senior notes due in February 2030.

The notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.

TEGSA entered into a new five-year unsecured senior revolving credit facility (“Credit Facility”) in April 2024 with aggregate commitments of $1.5 billion, which refinanced and replaced in full TEGSA’s existing $1.5 billion five-year unsecured senior revolving credit facility (the “Replaced Credit Facility”).

The Credit Facility matures in April 2029.

TEGSA had no borrowings under the Credit Facility at fiscal year end 2024 or the Replaced Credit Facility at fiscal year end 2023.

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

The notes issued during fiscal 2025 are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.

TEGSA has a five-year unsecured senior revolving credit facility (“Credit Facility”) with a maturity date of April 2029 and aggregate commitments of $1.5 billion.

The Credit Facility contains provisions that allow for incremental commitments of up to $500 million and borrowings in designated currencies.

TEGSA had no borrowings under the Credit Facility at fiscal year end 2025 or 2024.

Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the option of TEGSA, (1) with respect to revolving loans denominated in U.S.

dollars, (a) the term secured overnight financing rate (“Term SOFR”) (as defined in the Credit Facility) or (b) an alternate base rate equal to the highest of (i) Bank of America, N.A.’s base rate, (ii) the federal funds effective rate plus 1 / 2 of 1%, (iii) the Term SOFR for a one-month interest period plus 1%, and (iv) 1%, and (2) with respect to revolving loans determined in an alternative currency, (a) an alternative currency daily rate or (b) an alternative currency term rate, as applicable, plus, in each case, an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA.

long-term debt rating of TEGSA.

TEGSA is required to pay an annual facility fee.

Based on the applicable credit ratings of TEGSA, this fee ranges from 5.0 to 12.5 basis points of the lenders’ commitments under the Credit Facility.

The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facility) is triggered.

The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 (or temporarily 4.25 following a qualified acquisition) to 1.0, an Event of Default (as defined in the Credit Facility) is triggered.

The Credit Facility and our other debt agreements contain other customary covenants.

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Borrowings under the commercial paper program are backed by the Credit Facility.

At fiscal year end 2024, TEGSA had $255 million of commercial paper outstanding at a weighted-average interest rate of 4.95%.

At fiscal year end 2025, TEGSA had no commercial paper outstanding.

TEGSA had $255 million of commercial paper outstanding at a weighted-average interest rate of 4.95% at fiscal year end 2024.

During fiscal 2024, TEGSA’s payment obligations under its senior notes, commercial paper, and Credit Facility were fully and unconditionally guaranteed on an unsecured basis by its then parent, TE Connectivity Ltd., and, as of September 24, 2024, also by TE Connectivity Ltd.’s wholly-owned subsidiary, TE Connectivity Switzerland Ltd.

As a result of our change in place of incorporation, such guarantees are provided by TE Connectivity plc and its wholly-owned subsidiary, TE Connectivity Switzerland Ltd., in fiscal 2025.

Payments of common share dividends to shareholders were $760 million and $725 million in fiscal 2024 and 2023, respectively.

Payment obligations under TEGSA’s senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Switzerland Ltd., and its parent, TE Connectivity plc.

Payments of ordinary/common share dividends to shareholders were $803 million and $760 million in fiscal 2025 and 2024, respectively.

See Note 17 to the Consolidated Financial Statements for additional information regarding dividends.

In March 2024, our shareholders approved a dividend payment of $2.60 per share, payable in four equal quarterly installments of $0.65 per share beginning in the third quarter of fiscal 2024 and ending in the second quarter of fiscal 2025.

As a result of our change in place of incorporation, beginning in our third quarter of fiscal 2025, future dividends on our ordinary shares, if any, will be declared on a quarterly basis by our board of directors as provided by Irish law.

Shareholder approval is no longer required.

In exercising their discretion to approve such dividends, our board of directors will consider our results of operations, financial condition, cash requirements, future business prospects, statutory requirements of applicable law, contractual restrictions, restrictions imposed by Irish law, and other factors that they may deem relevant.

In September 2025, our board of directors declared a regular quarterly cash dividend of $0.71 per ordinary share, payable on December 12, 2025, to shareholders of record on November 21, 2025.

Following our change in place of incorporation, dividends on our ordinary shares, if any, may be declared on a quarterly basis by our board of directors, as provided by Irish law.

Shareholder approval is no longer required for interim dividends.

In exercising its discretion to approve such dividends, our board of directors will consider our results of operations, financial condition, cash requirements, future business prospects, statutory requirements of applicable law, contractual restrictions, restrictions imposed by Irish law, and other factors that they may deem relevant.

During fiscal 2025, our board of directors authorized an increase of $2.5 billion in our share repurchase program.

We repurchased approximately 14 million of our common shares for $1,991 million and approximately 8 million of our common shares for $946 million under the share repurchase program during fiscal 2024 and 2023, respectively.

At fiscal year end 2024, we had $245 million of availability remaining under our share repurchase authorization.

On October 30, 2024, our board of directors authorized an additional increase of $2.5 billion in our share repurchase program.

We repurchased approximately 8 million of our ordinary shares for $1,356 million and approximately 14 million of our common shares for $1,991 million under the share repurchase program during fiscal 2025 and 2024, respectively.

At fiscal year end 2025, we had $1.4 billion of availability remaining under our share repurchase authorization.

Summarized Guarantor Financial Information

As discussed above, our senior notes, commercial paper, and Credit Facility are issued by TEGSA and were fully and unconditionally guaranteed on an unsecured basis by TEGSA’s then parent, TE Connectivity Ltd.

during fiscal 2024 and, as of September 24, 2024, also by TE Connectivity Ltd.’s wholly-owned subsidiary, TE Connectivity Switzerland Ltd.

As discussed above, our senior notes, commercial paper, and Credit Facility are issued by TEGSA and are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Switzerland Ltd., and its parent, TE Connectivity plc.

In addition to being the issuer of our debt securities, TEGSA owns, directly or indirectly, all of our operating subsidiaries.

following tables present summarized financial information, excluding investments in and equity in earnings of our non-guarantor subsidiaries, for TE Connectivity Ltd., TE Connectivity Switzerland Ltd., and TEGSA on a combined basis.

The following tables present summarized financial information, excluding investments in and equity

in earnings of our non-guarantor subsidiaries, for TE Connectivity plc, TE Connectivity Switzerland Ltd., and TEGSA on a combined basis.

Fiscal Year End

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We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows.

At fiscal year end 2024, we had outstanding letters of credit, letters of guarantee, and surety bonds of $186 million, including letters of credit of $22 million associated with our divestiture of the Subsea Communications business.

In addition, at fiscal year end 2024, we had $23 million of performance guarantees associated with the divestiture.

We contractually agreed to continue to honor letters of credit and performance guarantees related to the business’ projects that existed as of the date of sale;

however, based on historical experience, we do not anticipate having to perform on these guarantees.

At fiscal year end 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $219 million.

Commitments and Contingencies

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Legal Proceedings

In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax.

In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, trade compliance matters, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax.

Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

Trade Compliance Matters

We have been investigating our past compliance with relevant U.S.

trade controls and have made voluntary disclosures of apparent trade controls violations to the U.S.

Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S.

State Department’s Directorate of Defense Trade Controls (“DDTC”).

We have also been contacted by the U.S.

Department of Justice concerning certain aspects of the BIS matters.

During the fourth quarter of fiscal 2024, we concluded our open matters with BIS, with our settlement including the payment of a penalty of approximately $6 million.

We are cooperating with the DDTC in its ongoing investigation.

We are unable to predict the timing and final outcome of the

agency’s investigation.

An unfavorable outcome may include fines or penalties imposed in response to our disclosures, but we are not yet able to reasonably estimate the extent of any such fines or penalties.

Although we have reserved for potential fines and penalties relating to these matters based on our current understanding of the facts, the investigation into these matters has yet to be completed and the final outcome of such investigation and related fines and penalties may differ from amounts currently reserved.

Critical Accounting Policies and Estimates

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We apply the practical expedient of ASC 606 with respect to financing components and do not evaluate contracts in which payment is due within one year of satisfaction of the related performance obligation.

Since our performance obligations to deliver products are part of contracts that generally have original durations of one year or less, we have elected to use the optional exemption to not disclose the aggregate amount of transaction prices associated with unsatisfied or partially satisfied performance obligations.

Since our performance obligations to deliver products are part of contracts that generally have original durations of one year or less, we have elected to use the

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

Our standard terms of sale generally warrant that our products will conform to our, or mutually agreed to, specifications and that our products will be free from material defects in materials and workmanship for a limited time.

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Intangible assets include both indeterminable-lived residual goodwill and determinable-lived identifiable intangible assets.

Intangible assets with determinable lives primarily include intellectual property, consisting of patents, trademarks, and unpatented technology, and customer relationships.

Intangible assets with determinable lives primarily include customer relationships and intellectual property, consisting of patents, trademarks, and unpatented technology.

Recoverability estimates range from 1 to 50 years and costs are generally amortized on a straight-line basis.

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A reporting unit is generally an operating segment or one level below an operating segment (a “component”) if the component constitutes a business for which discrete financial information is available and regularly reviewed by segment management.

At fiscal year end 2024, we had five reporting

units, all of which contained goodwill.

There were two reporting units in both the Transportation Solutions and Industrial Solutions segments and one reporting unit in the Communications Solutions segment.

At fiscal year end 2025, we had four reporting units, all of which contained goodwill.

There were two reporting units in both the Transportation Solutions and Industrial Solutions segments.

When changes occur in the composition of one or more reporting units, goodwill is reassigned to the reporting units affected based on their relative fair values.

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In determining pre-tax income for financial statement purposes, we must make certain estimates and judgments.

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

These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of

certain deferred tax assets, which arise from temporary differences between the income tax return and financial statement recognition of revenue and expense.

In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence including our past operating results, the existence of cumulative losses in the most recent years, and our forecast of taxable income.

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These tax liabilities and related interest are reflected net of the impact of related tax loss carryforwards, as such tax loss carryforwards will be applied against these tax liabilities and will reduce the amount of cash tax payments due upon the eventual settlement with the tax authorities.

estimates may change due to changing facts and circumstances.

These estimates may change due to changing facts and circumstances.

Due to the complexity of these uncertainties, the ultimate resolution may result in a settlement that differs from our current estimate of the tax liabilities and related interest.

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a 25-basis-point increase would have decreased the present value of our pension obligations by $60 million.

We consider the current and expected asset allocations of our pension plans, as well as historical and expected long-term rates of return on those types of plan assets, in determining the expected long-term rates of return on plan assets.

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

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Based on the funded status of the plans as of fiscal year end 2025, our target asset allocation is 67% return-seeking and 33% liability-hedging.

Accounting Pronouncement

Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for information regarding recently issued and adopted accounting pronouncements.

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Management uses this measure to monitor and evaluate performance.

Also, management uses this measure together with GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our

overall company.

Also, management uses this measure together with GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our overall company.

It is also a significant component in our incentive compensation plans.

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Actual results may differ materially from those expressed in these forward-looking statements.

Investors should not place undue reliance on any forward-looking statements.

Investors should not place undue reliance on any forward-looking

We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law.

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Risk Factors,” as well as other risks described in this Annual Report, could cause our results to differ materially from those expressed in forward- looking statements:

● conditions in the global or regional economies and global capital markets, and cyclical industry conditions, including recession, inflation, and higher interest rates;

● conditions in the global or regional economies and global capital markets, and cyclical industry conditions, including recession, inflation, tariffs, and higher interest rates;

● conditions affecting demand for products in the industries we serve, particularly the automotive industry;

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● the possible effects on us of various non-U.S.

legislative proposals and other initiatives that, if adopted, could materially increase our worldwide corporate effective tax rate, increase global cash taxes, and negatively impact our U.S.

legislative proposals and other initiatives that could materially increase our worldwide corporate effective tax rate, increase global cash taxes, and negatively impact our U.S.

government contracts business;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis