TE Connectivity plc 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including but not limited to those under the heading “Forward-Looking Information” and “Part II. Item 1A. Risk Factors.” Our Condensed Consolidated Financial Statements have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The following discussion includes organic net sales growth (decline) which is a non-GAAP financial measure. See “Non-GAAP Financial Measure” for additional information regarding this measure. Overview TE Connectivity plc (“TE Connectivity” or the “Company,” which may be referred to as “we,” “us,” or “our”) 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, energy networks, automated factories, data centers, medical technology, and more. Change in Place of Incorporation At the beginning of fiscal 2025, our jurisdiction of incorporation changed from Switzerland to Ireland. We do not anticipate any material changes in our operations or financial results as a result of the change in place of incorporation. See additional information in Note 1 to the Condensed Consolidated Financial Statements. New Segment Structure Effective for fiscal 2025, we reorganized our management and segments to align the organization around our fiscal 2025 strategy. We now operate through two reportable segments: Transportation Solutions and Industrial Solutions. Prior period segment results have been recast to conform to the new segment structure. See additional information in Note 1 to the Condensed Consolidated Financial Statements. Summary of Performance ● Our net sales increased 4.4% and 2.3% in the second quarter and first six months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024 due to sales growth in the Industrial Solutions segment, partially offset by sales declines in the Transportation Solutions segment. Also, on an organic basis, our net sales increased 5.3% and 2.7% in the second quarter and first six months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024. ● Our net sales by segment were as follows: ● Transportation Solutions —Our net sales decreased 3.9% and 5.1% in the second quarter and first six months of fiscal 2025, respectively, as a result of sales declines in all end markets. ● Industrial Solutions —Our net sales increased 17.2% and 14.1% in the second quarter and first six months of fiscal 2025, respectively, primarily as a result of sales growth in the digital data networks, energy, and aerospace, defense, and marine end markets, partially offset by sales declines in the medical end market. 23 Table of Contents ● In March 2025, our board of directors declared a regular quarterly dividend of $0.71 per ordinary share, payable on June 10, 2025, to shareholders of record on May 21, 2025. ● Net cash provided by operating activities was $1,531 million in the first six months of fiscal 2025. Outlook In the third quarter of fiscal 2025, we expect our net sales to be approximately $4.3 billion, as compared to $4.0 billion in the third quarter of fiscal 2024. We expect sales growth in the Industrial Solutions segment, which will benefit from the recently completed acquisition of Richards Manufacturing Co. (“Richards Manufacturing”), to be partially offset by sales declines in the Transportation Solutions segment. In the third quarter of fiscal 2025, we expect diluted earnings per share from continuing operations to be approximately $2.02 per share. This outlook includes the impact of currently enacted tariffs which we expect to largely mitigate through pricing actions and sourcing changes. Also, this outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels. Acquisitions During the first six months of fiscal 2025, we acquired two businesses for a combined cash purchase price of $321 million, net of cash acquired. The acquired businesses have been reported as part of our Industrial Solutions segment from the date of acquisition. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions. On April 1, 2025, we acquired Richards Manufacturing, a U.S.-based producer of overhead and underground electrical and gas distribution products, for cash of approximately $2.3 billion, net of cash acquired. The transaction is subject to post-closing adjustments. The acquired business will be reported as part of our Energy business within our Industrial Solutions segment from the date of acquisition. See Note 17 to the Condensed Consolidated Financial Statements for additional information. Results of Operations Net Sales The following table presents our net sales and the percentage of total net sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ Six Months Ended ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ March 28, ​ ​ March 29, ​ ​ ​ 2025 2024 2025 2024 ​ ($ in millions) Transportation Solutions ​ $ 2,314 ​ 56 % ​ $ 2,407 ​ 61 % ​ $ 4,557 ​ 57 % ​ $ 4,800 ​ 62 % ​ Industrial Solutions ​ 1,829 44 ​ ​ 1,560 39 ​ ​ 3,422 43 ​ ​ 2,998 38 ​ ​ Total ​ $ 4,143 100 % ​ $ 3,967 100 % ​ $ 7,979 100 % ​ $ 7,798 100 % ​ The following table provides an analysis of the change in our net sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended March 28, 2025 ​ Change in Net Sales for the Six Months Ended March 28, 2025 ​ ​ versus Net Sales for the Quarter Ended March 29, 2024 ​ versus Net Sales for the Six Months Ended March 29, 2024 ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ ​ Growth (Decline) ​ Growth (Decline) ​ Translation ​ Acquisitions Growth (Decline) ​ Growth (Decline) Translation (Divestiture) ​ ($ in millions) Transportation Solutions $ (93) (3.9) % $ (39) (1.5) % $ (54) ​ $ — ​ $ (243) (5.1) % $ (165) (3.4) % $ (66) ​ $ (12) ​ Industrial Solutions 269 17.2 ​ 247 15.7 ​ (26) ​ 48 ​ 424 14.1 ​ 370 12.3 ​ (32) ​ 86 ​ Total $ 176 4.4 % $ 208 5.3 % $ (80) ​ $ 48 ​ $ 181 2.3 % $ 205 2.7 % $ (98) ​ $ 74 ​ Net sales increased $176 million, or 4.4%, in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024 due to organic net sales growth of 5.3% and the positive impact of 1.1% from acquisitions, partially offset by the negative impact of foreign currency translation of 2.0% due to the weakening of certain foreign currencies. Price erosion adversely affected organic net sales by $8 million in the second quarter of fiscal 2025. 24 Table of Contents In the first six months of fiscal 2025, net sales increased $181 million, or 2.3%, as compared to the first six months of fiscal 2024 due to organic net sales growth of 2.7% and the net positive impact of 0.9% from acquisitions and a divestiture, partially offset by the negative impact of foreign currency translation of 1.3% due to the weakening of certain foreign currencies. Price erosion adversely affected organic net sales by $20 million in the first six months of fiscal 2025. See further discussion of net sales below under “Segment Results.” Net Sales by Geographic Region. Our business operates in three geographic regions—Europe/Middle East/Africa (“EMEA”), Asia–Pacific, and the Americas—and our results of operations are influenced by changes in foreign currency exchange rates. Increases or decreases in the value of the U.S. dollar, compared to other currencies, will directly affect our reported results as we translate those currencies into U.S. dollars at the end of each fiscal period. Approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first six months of fiscal 2025. The following table presents our net sales and the percentage of total net sales by geographic region (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ Six Months Ended ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ March 28, ​ ​ March 29, ​ ​ ​ 2025 2024 2025 2024 ​ ​ ($ in millions) ​ EMEA ​ $ 1,413 ​ 34 % ​ $ 1,552 ​ 39 % ​ $ 2,642 ​ 33 % ​ $ 2,963 ​ 38 % ​ Asia–Pacific ​ ​ 1,542 37 ​ ​ ​ 1,257 32 ​ ​ ​ 3,145 40 ​ ​ ​ 2,636 34 ​ ​ Americas ​ 1,188 29 ​ ​ 1,158 29 ​ ​ 2,192 27 ​ ​ 2,199 28 ​ ​ Total ​ $ 4,143 100 % ​ $ 3,967 100 % ​ $ 7,979 100 % ​ $ 7,798 100 % ​ (1) Net sales to external customers are attributed to individual countries based on the legal entity that records the sale. The following table provides an analysis of the change in our net sales by geographic region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for the Quarter Ended March 28, 2025 ​ Change in Net Sales for the Six Months Ended March 28, 2025 ​ ​ ​ versus Net Sales for the Quarter Ended March 29, 2024 ​ versus Net Sales for the Six Months Ended March 29, 2024 ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ ​ Growth (Decline) Growth (Decline) Translation Acquisitions Growth (Decline) Growth (Decline) ​ Translation ​ (Divestiture) ​ ​ ($ in millions) EMEA ​ $ (139) (9.0) % $ (99) (6.4) % $ (42) ​ $ 2 ​ $ (321) (10.8) % $ (288) ​ (9.7) % $ (46) ​ $ 13 ​ Asia–Pacific ​ ​ 285 ​ 22.7 ​ ​ 301 ​ 24.1 ​ ​ (19) ​ ​ 3 ​ ​ 509 19.3 ​ ​ 517 19.7 ​ ​ (20) ​ ​ 12 ​ Americas ​ 30 2.6 ​ 6 0.4 ​ (19) ​ 43 ​ (7) (0.3) ​ (24) (1.1) ​ (32) ​ 49 ​ Total ​ $ 176 4.4 % $ 208 5.3 % $ (80) ​ $ 48 ​ $ 181 2.3 % $ 205 ​ 2.7 % $ (98) ​ $ 74 ​ Cost of Sales and Gross Margin The following table presents cost of sales and gross margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ ​ ​ ​ 2025 2024 Change 2025 2024 Change ​ ​ ($ in millions) ​ Cost of sales ​ $ 2,684 ​ ​ $ 2,604 ​ ​ $ 80 ​ $ 5,160 ​ ​ $ 5,111 ​ ​ $ 49 ​ As a percentage of net sales ​ 64.8 % ​ 65.6 % ​ ​ 64.7 % ​ 65.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ $ 1,459 ​ ​ $ 1,363 ​ ​ $ 96 ​ $ 2,819 ​ ​ $ 2,687 ​ ​ $ 132 ​ As a percentage of net sales ​ 35.2 % ​ 34.4 % ​ ​ 35.3 % ​ 34.5 % ​ ​ Gross margin increased $96 million and $132 million in the second quarter and first six months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024 due primarily to higher volume. 25 Table of Contents We use a wide variety of raw materials in the manufacture of our products. Cost of sales and gross margin are subject to variability in raw material prices, which continue to fluctuate for many of the raw materials we use. The following table presents the average prices incurred related to copper, gold, silver, and palladium: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ ​ ​ Quarters Ended ​ Six Months Ended ​ ​ ​ ​ ​ March 28, ​ March 29, ​ March 28, ​ March 29, ​ ​ Measure 2025 2024 2025 2024 Copper Lb. ​ $ 4.22 ​ $ 3.79 $ 4.15 ​ $ 3.83 Gold Troy oz. ​ 2,459 ​ 1,966 2,390 ​ 1,955 Silver ​ Troy oz. ​ ​ 28.01 ​ ​ 23.32 ​ ​ 27.77 ​ ​ 23.23 ​ Palladium Troy oz. ​ 1,064 ​ 1,493 1,100 ​ 1,497 We expect to purchase approximately 185 million pounds of copper, 105,000 troy ounces of gold, 1.8 million troy ounces of silver, and 12,000 troy ounces of palladium in fiscal 2025. Operating Expenses The following table presents operating expense information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ ​ ​ ​ 2025 2024 Change 2025 2024 Change ​ ​ ($ in millions) ​ Selling, general, and administrative expenses ​ $ 454 ​ ​ $ 444 ​ ​ $ 10 ​ $ 881 ​ ​ $ 868 ​ ​ $ 13 ​ As a percentage of net sales ​ 11.0 % ​ 11.2 % ​ ​ 11.0 % ​ 11.1 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restructuring and other charges, net ​ $ 45 ​ ​ $ 40 ​ ​ $ 5 ​ $ 95 ​ ​ $ 61 ​ ​ $ 34 ​ Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $10 million and $13 million in the second quarter and first six months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024 due primarily to increased selling expenses to support higher sales levels, partially offset by the release of reserves associated with trade compliance matters. For additional information regarding trade compliance matters, see Note 9 to the Condensed Consolidated Financial Statements. Restructuring and Other Charges, Net. We are committed to continuous productivity improvements, and we evaluate opportunities to simplify our global manufacturing footprint, migrate facilities to lower-cost regions, reduce fixed costs, and eliminate excess capacity. 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 2025, we initiated a restructuring program associated with footprint consolidation and cost structure improvements in both of our segments. We incurred net restructuring charges of $87 million during the first six months of fiscal 2025, of which $77 million related to the fiscal 2025 restructuring program. Annualized cost savings related to the fiscal 2025 actions commenced during the first six months of fiscal 2025 are expected to be approximately $70 million and are expected to be fully realized by the end of fiscal 2026. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. For fiscal 2025, we expect total restructuring charges to be approximately $100 million and total cash spend, which will be funded with cash from operations, to be approximately $200 million. During the first six months of fiscal 2025 and 2024, we incurred costs of $11 million and $8 million, respectively, related to our change in place of incorporation from Switzerland to Ireland. See Note 1 to the Condensed Consolidated Financial Statements for additional information regarding the change. See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding net restructuring and other charges. 26 Table of Contents Operating Income The following table presents operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ ​ ​ ​ 2025 2024 Change 2025 2024 Change ​ ​ ($ in millions) ​ Operating income ​ $ 748 ​ ​ $ 692 ​ ​ $ 56 ​ $ 1,438 ​ ​ $ 1,390 ​ ​ $ 48 ​ Operating margin ​ 18.1 % ​ 17.4 % ​ ​ 18.0 % ​ 17.8 % ​ ​ Operating income included the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Six Months Ended ​ ​ ​ March 28, ​ March 29, ​ March 28, ​ March 29, ​ ​ 2025 2024 2025 2024 ​ ​ (in millions) ​ Acquisition-related charges: ​ ​ ​ ​ ​ Acquisition and integration costs ​ $ 9 ​ $ 3 ​ $ 14 ​ $ 11 ​ Charges associated with the amortization of acquisition-related fair value adjustments ​ 3 ​ — ​ 3 ​ — ​ ​ ​ 12 ​ 3 ​ 17 ​ 11 ​ Restructuring and other charges, net ​ 45 ​ 40 ​ 95 ​ 61 ​ Taxes (non-income tax) recorded in selling, general, and administrative expenses ​ ​ — ​ ​ — ​ ​ — ​ ​ 4 ​ Total ​ $ 57 ​ $ 43 ​ $ 112 ​ $ 76 ​ See discussion of operating income below under “Segment Results.” Non-Operating Items The following table presents select non-operating information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ ​ ​ ​ 2025 2024 Change 2025 2024 Change ​ ​ ($ in millions) ​ Interest expense ​ $ 14 ​ ​ $ 19 ​ ​ $ (5) ​ $ 20 ​ ​ $ 37 ​ ​ $ (17) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense (benefit) ​ ​ 742 ​ ​ ​ 146 ​ ​ ​ 596 ​ ​ 920 ​ ​ ​ (959) ​ ​ ​ 1,879 ​ Effective tax rate ​ 98.3 % ​ 21.3 % ​ ​ 63.0 % ​ (69.2) % ​ ​ Interest Expense. Interest expense decreased $17 million in the first six months of fiscal 2025 as compared to the first six months of fiscal 2024 primarily as a result of our cross-currency swap program that hedges our net investment in certain foreign operations, partially offset by a higher average cost of debt due to rising interest rates. The aggregate notional value of the cross-currency swap contracts was $5,886 million at March 28, 2025. Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 2.0% per annum and pay no interest. See Note 10 to the Condensed Consolidated Financial Statements for additional information regarding our cross-currency swap program. Income Taxes. See Note 12 to the Condensed Consolidated Financial Statements for discussion of income taxes. ​ 27 Table of Contents Segment Results Transportation Solutions Net Sales. The following table presents the Transportation Solutions segment’s net sales and the percentage of total net sales by industry end market (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ Six Months Ended ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ March 28, ​ ​ March 29, ​ ​ ​ 2025 2024 2025 2024 ​ ​ ($ in millions) ​ ​ Automotive ​ $ 1,735 75 % ​ $ 1,772 74 % ​ $ 3,457 ​ 76 % ​ $ 3,568 ​ 75 % ​ Commercial transportation ​ 357 15 ​ ​ 384 16 ​ ​ 669 15 ​ ​ 740 15 ​ ​ Sensors ​ 222 10 ​ ​ 251 10 ​ ​ 431 9 ​ ​ 492 10 ​ ​ Total ​ $ 2,314 100 % ​ $ 2,407 100 % ​ $ 4,557 100 % ​ $ 4,800 100 % ​ (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 the Quarter Ended March 28, 2025 ​ Change in Net Sales for the Six Months Ended March 28, 2025 ​ ​ ​ versus Net Sales for the Quarter Ended March 29, 2024 ​ versus Net Sales for the Six Months Ended March 29, 2024 ​ ​ Net Sales Organic Net Sales ​ ​ Net Sales Organic Net Sales ​ ​ ​ ​ ​ ​ Decline ​ Growth (Decline) ​ Translation ​ Decline ​ Decline ​ Translation ​ Divestiture ​ ​ ($ in millions) Automotive ​ $ (37) ​ (2.1) % $ 6 ​ 0.4 % $ (43) ​ $ (111) ​ (3.1) % $ (49) ​ (1.3) % $ (50) $ (12) ​ Commercial transportation ​ (27) (7.0) ​ (20) (5.1) ​ (7) ​ (71) (9.6) ​ (61) (8.3) ​ (10) ​ — ​ Sensors ​ (29) (11.6) ​ (25) (9.6) ​ (4) ​ (61) (12.4) ​ (55) (11.1) ​ (6) ​ — ​ Total ​ $ (93) (3.9) % $ (39) (1.5) % $ (54) ​ $ (243) (5.1) % $ (165) (3.4) % $ (66) ​ $ (12) ​ Net sales in the Transportation Solutions segment decreased $93 million, or 3.9%, in the second quarter of fiscal 2025 from the second quarter of fiscal 2024 due to the negative impact of foreign currency translation of 2.4% and organic net sales declines of 1.5%. Our organic net sales by industry end market were as follows: ● Automotive— Our organic net sales were flat in the second quarter of fiscal 2025 as growth of 15.9% in the Asia–Pacific region was offset by declines of 11.9% in the EMEA region and 8.2% in the Americas region. Our organic net sales growth in the Asia–Pacific region was due to increased content per vehicle as well as vehicle production growth. In the EMEA and Americas regions, our organic net sales were impacted by declines in vehicle production and a shift in platform mix consistent with consumer demand. ● Commercial transportation— Our organic net sales decreased 5.1% in the second quarter of fiscal 2025 due to declines in the EMEA and Americas regions, partially offset by growth in the Asia–Pacific region. ● Sensors— Our organic net sales decreased 9.6% in the second quarter of fiscal 2025 as a result of market weakness in both transportation and industrial applications. In the first six months of fiscal 2025, net sales in the Transportation Solutions segment decreased $243 million, or 5.1%, from the first six months of fiscal 2024 due primarily to organic net sales declines of 3.4% and the negative impact of foreign currency translation of 1.4%. Our organic net sales by industry end market were as follows: ● Automotive —Our organic net sales decreased 1.3% in the first six months of fiscal 2025 as a result of declines of 14.4% in the EMEA region and 8.1% in the Americas region, partially offset by growth of 12.3% in the Asia–Pacific region. In the EMEA and Americas regions, our organic net sales were impacted by declines in vehicle production and a shift in platform mix consistent with consumer demand. Our organic net sales growth in the Asia–Pacific region resulted from increased content per vehicle as well as vehicle production growth. 28 Table of Contents ● Commercial transportation —Our organic net sales decreased 8.3% in the first six months of fiscal 2025 primarily as a result of declines in the EMEA and Americas regions. ● Sensors —Our organic net sales decreased 11.1% in the first six months of fiscal 2025 due to market weakness in both transportation and industrial applications. Operating Income. The following table presents the Transportation Solutions segment’s operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ March 28, ​ March 29, ​ ​ ​ ​ March 28, ​ March 29, ​ ​ ​ ​ ​ 2025 2024 Change 2025 2024 Change ​ ​ ($ in millions) ​ Operating income ​ $ 445 ​ $ 477 ​ $ (32) ​ $ 891 ​ $ 964 ​ $ (73) ​ Operating margin ​ 19.2 % 19.8 % ​ ​ 19.6 % 20.1 % ​ ​ Operating income in the Transportation Solutions segment decreased $32 million and $73 million in the second quarter and first six months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024. Excluding the items below, operating income decreased in the second quarter and first six months of fiscal 2025 primarily as a result of lower volume and price erosion, partially offset by improved manufacturing productivity. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Six Months Ended ​ ​ ​ March 28, ​ March 29, ​ March 28, ​ March 29, ​ ​ 2025 2024 2025 2024 ​ ​ (in millions) ​ Restructuring and other charges, net ​ $ 33 ​ $ 19 ​ $ 65 ​ $ 33 ​ Taxes (non-income tax) recorded in selling, general, and administrative expenses ​ ​ — ​ ​ — ​ ​ — ​ ​ 3 ​ Total ​ $ 33 ​ $ 19 ​ $ 65 ​ $ 36 ​ Industrial Solutions Net Sales. The following table presents the Industrial Solutions segment’s net sales and the percentage of total net sales by industry end market (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ For the ​ ​ ​ ​ Quarters Ended ​ ​ Six Months Ended ​ ​ ​ ​ March 28, ​ ​ March 29, ​ ​ March 28, ​ ​ March 29, ​ ​ ​ 2025 2024 2025 2024 ​ ​ ($ in millions) ​ ​ Automation and connected living ​ $ 512 28 % ​ $ 500 32 % ​ $ 991 29 % ​ $ 964 32 % ​ Aerospace, defense, and marine ​ ​ 374 ​ 21 ​ ​ ​ 342 ​ 22 ​ ​ ​ 708 ​ 21 ​ ​ ​ 632 ​ 21 ​ ​ Digital data networks ​ ​ 482 ​ 26 ​ ​ ​ 273 ​ 17 ​ ​ ​ 895 ​ 26 ​ ​ ​ 552 ​ 18 ​ ​ Energy ​ 279 15 ​ ​ 234 15 ​ ​ 495 14 ​ ​ 439 15 ​ ​ Medical ​ ​ 182 10 ​ ​ ​ 211 ​ 14 ​ ​ ​ 333 ​ 10 ​ ​ ​ 411 ​ 14 ​ ​ Total ​ $ 1,829 100 % ​ $ 1,560 100 % ​ $ 3,422 100 % ​ $ 2,998 100 % ​ (1) Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary. 29 Table of Contents 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 the Quarter Ended March 28, 2025 ​ Change in Net Sales for the Six Months Ended March 28, 2025 ​ ​ ​ versus Net Sales for the Quarter Ended March 29, 2024 ​ versus Net Sales for the Six Months Ended March 29, 2024 ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ ​ ​ ​ ​ Growth (Decline) Growth (Decline) Translation Acquisitions Growth (Decline) Growth (Decline) Translation Acquisitions ​ ​ ($ in millions) Automation and connected living ​ $ 12 2.4 % $ 8 1.5 % $ (10) ​ $ 14 ​ $ 27 2.8 % $ (13) ​ (1.4) % $ (12) ​ $ 52 ​ Aerospace, defense, and marine ​ 32 ​ 9.4 ​ ​ 37 ​ 10.8 ​ ​ (5) ​ ​ — ​ 76 ​ 12.0 ​ ​ 82 ​ 12.9 ​ ​ (6) ​ ​ — ​ Digital data networks ​ ​ 209 ​ 76.6 ​ ​ 213 ​ 78.0 ​ ​ (4) ​ ​ — ​ ​ 343 ​ 62.1 ​ ​ 347 ​ 62.8 ​ ​ (4) ​ ​ — ​ Energy ​ ​ 45 19.2 ​ 18 7.6 ​ (7) ​ 34 ​ ​ 56 12.8 ​ 32 ​ 7.2 ​ (10) ​ ​ 34 ​ Medical ​ (29) (13.7) ​ (29) (13.7) ​ — ​ — ​ (78) (19.0) ​ (78) ​ (19.0) ​ — ​ ​ — ​ Total ​ $ 269 17.2 % $ 247 15.7 % $ (26) ​ $ 48 ​ $ 424 ​ 14.1 % $ 370 12.3 % $ (32) ​ $ 86 ​ In the Industrial Solutions segment, net sales increased $269 million, or 17.2%, in the second quarter of fiscal 2025 as compared to the second quarter of fiscal 2024 due primarily to organic net sales growth of 15.7%. Our organic net sales by industry end market were as follows: ● Automation and connected living— Our organic net sales increased 1.5% in the second quarter of fiscal 2025 due to strength in the appliances market, partially offset by continued weakness in factory automation applications. ● Aerospace, defense, and marine— Our organic net sales increased 10.8% in the second quarter of fiscal 2025 primarily as a result of growth in the defense and the commercial aerospace markets. ● Digital data networks —Our organic net sales increased 78.0% in the second quarter of fiscal 2025 due primarily to growth in artificial intelligence and cloud applications. ● Energy— Our organic net sales increased 7.6% in the second quarter of fiscal 2025 primarily as a result of growth in the Americas region with strength in renewable energy applications. ● Medical— Our organic net sales decreased 13.7% in the second quarter of fiscal 2025 due primarily to reduced demand resulting from inventory corrections in the supply chain. Net sales in the Industrial Solutions segment increased $424 million, or 14.1%, in the first six months of fiscal 2025 as compared to the first six months of fiscal 2024 due primarily to organic net sales growth of 12.3% and, to a lesser degree, the positive impact of 2.9% from acquisitions. Our organic net sales by industry end market were as follows: ● Automation and connected living— Our organic net sales decreased 1.4% in the first six months of fiscal 2025 as a result of continued weakness in factory automation applications, partially offset by strength in the appliances market. ● Aerospace, defense, and marine— Our organic net sales increased 12.9% in the first six months of fiscal 2025 primarily as a result of growth in the defense and the commercial aerospace markets. ● Digital data networks —Our organic net sales increased 62.8% in the first six months of fiscal 2025 due primarily to growth in artificial intelligence and cloud applications. ● Energy— Our organic net sales increased 7.2% in the first six months of fiscal 2025 due to growth across all regions and strength in renewable energy applications. 30 Table of Contents ● Medical— Our organic net sales decreased 19.0% in the first six months of fiscal 2025 primarily as a result of reduced demand resulting from inventory corrections in the supply chain. Operating Income. The following table presents the Industrial Solutions segment’s operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ ​ ​ ​ For the ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ March 28, ​ March 29, ​ ​ ​ ​ March 28, ​ March 29, ​ ​ ​ ​ ​ 2025 2024 Change 2025 2024 Change ​ ​ ($ in millions) ​ Operating income ​ $ 303 ​ $ 215 ​ $ 88 ​ $ 547 ​ $ 426 ​ $ 121 ​ Operating margin ​ 16.6 % 13.8 % ​ 16.0 % 14.2 % ​ Operating income in the Industrial Solutions segment increased $88 million and $121 million in the second quarter and first six months of fiscal 2025, respectively, as compared to the same periods of fiscal 2024. Excluding the items below, operating income increased in the second quarter and first six months of fiscal 2025 primarily as a result of higher volume. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Quarters Ended ​ Six Months Ended ​ ​ ​ March 28, ​ March 29, ​ March 28, ​ March 29, ​ ​ 2025 2024 2025 2024 ​ ​ (in millions) ​ Acquisition-related charges: ​ ​ ​ ​ Acquisition and integration costs ​ $ 9 ​ $ 3 ​ $ 14 ​ $ 11 ​ Charges associated with the amortization of acquisition-related fair value adjustments ​ 3 ​ — ​ 3 ​ — ​ ​ ​ 12 ​ 3 ​ 17 ​ 11 ​ Restructuring and other charges, net ​ 12 ​ 21 ​ 30 ​ 28 ​ Taxes (non-income tax) recorded in selling, general, and administrative expenses ​ ​ — ​ ​ — ​ ​ — ​ ​ 1 ​ Total ​ $ 24 ​ $ 24 ​ $ 47 ​ $ 40 ​ ​ ​ 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. On April 1, 2025, we acquired Richards Manufacturing for cash of approximately $2.3 billion, net of cash acquired. In anticipation of the acquisition, we entered into a 364-day senior credit agreement ("364-Day Credit Facility") and issued commercial paper during the second quarter of fiscal 2025. See additional information regarding debt and the acquisition of Richards Manufacturing in Notes 7 and 17, respectively, to the Condensed Consolidated Financial Statements. We believe that cash generated from operations and other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the payment of commercial paper as it matures, as well as the payments of $500 million of 4.50% senior notes and $350 million of 3.70% senior notes, both due in February 2026. We may use excess cash to purchase a portion of our ordinary shares pursuant to our authorized share repurchase program, to acquire businesses or product lines, to pay dividends on our ordinary shares, or to reduce our outstanding debt. We may also use excess cash and other funding to make strategic acquisitions. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions. We believe that we have sufficient financial resources and liquidity which will enable us to meet our ongoing working capital and other cash flow needs. Cash Flows from Operating Activities In the first six months of fiscal 2025, net cash provided by operating activities increased $102 million to $1,531 million from $1,429 million in the first six months of fiscal 2024. The increase resulted primarily from higher pre-tax income and a reduction in income tax payments. The amount of income taxes paid, net of refunds, during the first six months of fiscal 2025 and 2024 was $164 million and $238 million, respectively. 31 Table of Contents Cash Flows from Investing Activities Capital expenditures were $435 million and $318 million in the first six months of fiscal 2025 and 2024, respectively. We expect fiscal 2025 capital spending levels to be approximately 5% of net sales. We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities. During the first six months of fiscal 2025, we acquired two businesses for a combined cash purchase price of $321 million, net of cash acquired. We acquired one business for a cash purchase price of $339 million, net of cash acquired, during the first six months of fiscal 2024. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions. During the first six months of fiscal 2024, we received net cash proceeds of $38 million related to the sale of one business. See Note 2 to the Condensed Consolidated Financial Statements for additional information. Cash Flows from Financing Activities and Capitalization Total debt at March 28, 2025 and September 27, 2024 was $5,614 million and $4,203 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt. During the second quarter of fiscal 2025, Tyco Electronics Group S.A. (“TEGSA”), our wholly-owned subsidiary, issued €750 million aggregate principal amount of 3.25% senior notes due in January 2033. The notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur. As of March 28, 2025, TEGSA had $1.5 billion of commercial paper outstanding at a weighted-average interest rate of 4.64%. TEGSA had $255 million of commercial paper outstanding at a weighted-average interest rate of 4.95% at September 27, 2024. In March 2025, TEGSA entered into a 364-Day Credit Facility with total commitments of $1.5 billion. This increases the size of our commercial paper program as the 364-Day Credit Facility, in addition to the five-year unsecured senior revolving credit facility (“Five-Year Credit Facility”), backs borrowings made under our commercial paper program. TEGSA had no borrowings under the 364-Day Credit Facility at March 28, 2025. Borrowings under the 364-Day Credit Facility bear interest at a rate per annum equal to, at the option of TEGSA, (a) the term secured overnight financing rate (“Term SOFR”) (as defined in the 364-Day Credit Facility) or (b) an alternate base rate equal to the highest of (i) Bank of America, N.A.’s base rate, (ii) the federal funds effective rate plus 1 / 2 of 1%, (iii) the Term SOFR for a one-month interest period plus 1%, and (iv) 1%, plus, in each case, an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA. TEGSA is required to pay an annual facility fee. Based on the applicable credit ratings of TEGSA, this fee ranges from 3.0 to 9.0 basis points of the lenders' commitments under the 364-Day Credit Facility. TEGSA has a Five-Year Credit Facility with a maturity date of April 2029 and aggregate commitments of $1.5 billion. TEGSA had no borrowings under the Five-Year Credit Facility at March 28, 2025 or September 27, 2024. The 364-Day Credit Facility and the Five-Year Credit Facility (together, the “Credit Facilities”) contain financial ratio covenants providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facilities) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facilities) is triggered. The Credit Facilities and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of March 28, 2025, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future. In addition to the Credit Facilities, TEGSA is the borrower under our senior notes and commercial paper. Payment obligations under TEGSA’s senior notes, commercial paper, and Credit Facilities are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Switzerland Ltd., and its parent, TE Connectivity plc. 32 Table of Contents Payments of ordinary/common share dividends to shareholders were $382 million and $365 million in the first six months of fiscal 2025 and 2024, respectively. In March 2025, our board of directors declared a regular quarterly dividend of $0.71 per ordinary share, payable on June 10, 2025, to shareholders of record on May 21, 2025. During the first six months of fiscal 2025, our board of directors authorized an increase of $2.5 billion in our share repurchase program. We repurchased approximately four million of our ordinary shares for $615 million and approximately six million of our common shares for $826 million under the share repurchase program during the first six months of fiscal 2025 and 2024, respectively. At March 28, 2025, we had $2.1 billion of availability remaining under our share repurchase authorization. Summarized Guarantor Financial Information As discussed above, our senior notes, commercial paper, and Credit Facilities are issued by TEGSA and are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Switzerland Ltd., and its parent, TE Connectivity plc. In addition to being the issuer of our debt securities, TEGSA owns, directly or indirectly, all of our operating subsidiaries. The following tables present summarized financial information, excluding investments in and equity in earnings of our non-guarantor subsidiaries, for TE Connectivity plc, TE Connectivity Switzerland Ltd., and TEGSA on a combined basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 28, ​ September 27, ​ ​ 2025 2024 ​ ​ (in millions) ​ Balance Sheet Data: ​ ​ ​ ​ ​ ​ ​ Total current assets ​ $ 2,541 ​ $ 1,164 ​ Total noncurrent assets (1) ​ 3,430 ​ 2,377 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ​ 2,697 ​ 1,362 ​ Total noncurrent liabilities (2) ​ ​ 10,937 ​ ​ 10,738 ​ (1) Includes $3,410 million and $2,368 million as of March 28, 2025 and September 27, 2024, respectively, of intercompany loans receivable from non-guarantor subsidiaries. (2) Includes $7,633 million and $7,309 million as of March 28, 2025 and September 27, 2024, respectively, of intercompany loans payable to non-guarantor subsidiaries. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ ​ Six Months Ended ​ Fiscal Year Ended ​ ​ ​ March 28, ​ September 27, ​ ​ 2025 2024 ​ ​ (in millions) ​ Statement of Operations Data: ​ ​ ​ ​ ​ ​ ​ Income (loss) from continuing operations ​ $ 145 ​ $ (271) ​ Net income (loss) ​ 145 ​ (271) ​ Guarantees In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from fiscal 2025 through the completion of such transactions. The guarantees would be triggered in the event of nonperformance, and the potential exposure for nonperformance under the guarantees would not have a material effect on our results of operations, financial position, or cash flows. In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows. 33 Table of Contents At March 28, 2025, we had outstanding letters of credit, letters of guarantee, and surety bonds of $191 million, including letters of credit of $22 million associated with the divestiture of our former Subsea Communications business. We contractually agreed to continue to honor letters of credit related to the business’ projects that existed as of the date of sale; however, based on historical experience, we do not anticipate having to perform on these guarantees. Commitments and Contingencies 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. 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 As previously disclosed, we had been investigating our past compliance with relevant U.S. trade controls and had made voluntary disclosures of apparent trade controls violations to the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”). During the second quarter of fiscal 2025, DDTC closed its investigations regarding these matters without fine, penalty, or further action, and we released amounts previously reserved for potential fines and penalties relating to these matters. Critical Accounting Policies and Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, and pension plans are based on, among other things, judgments and assumptions made by management. For additional information regarding these policies and the underlying accounting assumptions and estimates used in these policies, refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and the Consolidated Financial Statements and accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024. There were no significant changes to this information during the first six months of fiscal 2025. Accounting Pronouncement See Note 1 to the Condensed Consolidated Financial Statements for additional information regarding a recently issued accounting pronouncement. Non-GAAP Financial Measure Organic Net Sales Growth (Decline) We present organic net sales growth (decline) as we believe it is appropriate for investors to consider this adjusted financial measure in addition to results in accordance with GAAP. Organic net sales growth (decline) represents net sales growth (decline) (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic net sales growth (decline) is a useful measure of our performance because it excludes items that are not completely under management’s control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity. Organic net sales growth (decline) provides useful information about our results and the trends of our business. Management uses this measure to monitor and evaluate performance. Also, management uses this measure together with 34 Table of Contents GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our overall company. It is also a significant component in our incentive compensation plans. We believe that investors benefit from having access to the same financial measures that management uses in evaluating operations. The tables presented in “Results of Operations” and “Segment Results” provide reconciliations of organic net sales growth (decline) to net sales growth (decline) calculated in accordance with GAAP. Organic net sales growth (decline) is a non-GAAP financial measure and should not be considered a replacement for results in accordance with GAAP. This non-GAAP financial measure may not be comparable to similarly-titled measures reported by other companies. The primary limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using organic net sales growth (decline) in combination with net sales growth (decline) to better understand the amounts, character, and impact of any increase or decrease in reported amounts. Forward-Looking Information Certain statements in this Quarterly Report on Form 10-Q 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. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. 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 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,” “estimate,” “predict,” “potential,” “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 these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law. The following and other risks, which are described in greater detail in “Part I. Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024, and in this 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, tariffs, and higher interest rates; ● conditions affecting demand for products in the industries we serve, particularly the automotive industry; ● risk of future goodwill impairment; ● pricing pressure and competition, including competitive risks associated with the pace of technological change; ● market acceptance of our new product introductions and product innovations and product life cycles; ● raw material availability, quality, and cost; ● product liability, warranty, and product recall claims and our ability to defend such claims; ● fluctuations in foreign currency exchange rates and impacts of offsetting hedges; ● financial condition and consolidation of customers and vendors; ● reliance on third-party suppliers; 35 Table of Contents ● risks associated with current and future acquisitions and divestitures; ● global risks of business interruptions due to natural disasters or other disasters which have impacted and could continue to negatively impact our results of operations as well as customer behaviors, business, and manufacturing operations as well as our facilities and the facilities of our suppliers, and other aspects of our business; ● global risks of political, economic, and military instability, including the continuing military conflicts in certain parts of the world, and volatile and uncertain economic conditions and the evolving regulatory system in China; ● risks associated with cybersecurity incidents and other disruptions to our information technology infrastructure, including as a result of artificial intelligence; ● risks related to compliance with current and future environmental and other laws and regulations, including those related to climate change; ● risks related to the increasing scrutiny and expectations regarding environmental, social, and governance matters; ● risks associated with compliance with applicable antitrust or competition laws or applicable trade regulations; ● our ability to protect our intellectual property rights; ● risks of litigation, regulatory actions, and compliance issues; ● our ability to operate within the limitations imposed by our debt instruments; ● the possible effects on us of various non-U.S. and 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. government contracts business; ● requirements related to chemical usage, hazardous material content, recycling, and other circular economy initiatives; ● various risks associated with being an Irish corporation; ● the impact of fluctuations in the market price of our shares; and ● the impact of certain provisions of our articles of association on unsolicited takeover proposals. 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.