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What changed in TE Connectivity's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TE Connectivity's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+154 added−153 removedSource: 10-K (2025-11-10) vs 10-K (2024-11-12)

Top changes in TE Connectivity's 2025 10-K

154 paragraphs added · 153 removed · 131 edited across 3 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn connection with our change in place of incorporation, Galway, Ireland became the new location of our principal executive office in fiscal 2025. As of fiscal year end 2024, we owned approximately 17 million square feet and leased approximately 10 million square feet of aggregate floor space, used primarily for manufacturing, warehousing, and office space.
Biggest changeAs of fiscal year end 2025, we owned approximately 17 million square feet and leased approximately 11 million square feet of aggregate floor space, used primarily for manufacturing, warehousing, and office space. We believe our facilities are suitable for the conduct of our business and adequate for our current needs. We manufacture our products in over 25 countries worldwide.
Our cybersecurity program includes the following risk management practices: ● a formal cybersecurity risk assessment is performed annually in collaboration with our enterprise risk management function, resulting in updates to plans and actions that are incorporated into improvement projects; ● our cybersecurity program maturity is benchmarked annually against industry standards and norms.
Our cybersecurity program includes the following risk management practices: ● a formal cybersecurity risk assessment is performed annually in collaboration with our enterprise risk management function, resulting in updates to plans and actions that are incorporated into improvement projects; ● our cybersecurity program maturity is benchmarked annually against global industry standards and norms.
However, the sophistication of cyber threats continues to increase, and the preventative actions we have taken and continue to take to reduce the risk of cyber incidents and protect our systems and information may not successfully protect against future cyber incidents, which could materially affect our business strategy, results of operations, or financial condition.
However, the sophistication of cybersecurity threats continues to increase, and the preventative actions we have taken and continue to take to reduce the risk of cybersecurity incidents and protect our systems and information may not successfully protect against future cybersecurity incidents, which could materially affect our business strategy, results of operations, or financial condition.
LEGAL PROCEEDINGS In the normal course of business, we are subject to various legal proceedings and claims, including 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.
LEGAL PROCEEDINGS In the normal course of business, we are subject to various legal proceedings and claims, including 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.
The result serves as a guide to identifying evolving risks, prioritizing improvements, and enhancing the program; ● cybersecurity threats are evaluated throughout the year by our around-the-clock security operations center, utilizing a variety of third-party subscription and threat intelligence data sources and data collected via internal monitoring and scanning processes; ● annual security awareness trainings are required to be completed by employees, and monthly phishing campaigns and additional function-specific cybersecurity trainings are also conducted; ● security and risk metrics are reviewed monthly and reported to leadership quarterly; ● external penetration tests are conducted annually by independent third parties and appropriate actions are taken to strengthen controls; ● a cybersecurity incident response charter and plan, and playbooks are maintained by the cybersecurity incident response team.
The result serves as a guide to identifying evolving risks, prioritizing improvements, and enhancing the program; ● cybersecurity threats are evaluated throughout the year by our around-the-clock security operations center, utilizing a variety of third-party subscription and threat intelligence data sources, and data collected via internal monitoring and scanning processes; ● annual security awareness trainings are required to be completed by employees, and monthly phishing campaigns and additional function-specific cybersecurity trainings are also conducted; ● security and risk metrics are reviewed monthly and reported to leadership regularly; ● external penetration tests are conducted annually by independent third parties and appropriate actions are taken to strengthen controls; 21 Table of Contents ● a cybersecurity incident response plan and governance charter are maintained by the cybersecurity incident response team.
The plan and playbooks are utilized during table-top exercises and trainings. Participants may include information technology, business, corporate function, and external resources depending on the table-top scenario; and ● third-party supplier security reviews are conducted based on risk.
The cybersecurity incident response plan and supporting playbooks are utilized during table-top exercises and trainings. Participants may include information technology, business, corporate function, and external resources depending on the table-top scenario; and ● third-party supplier security reviews are conducted based on risk.
The cybersecurity risk management process is managed centrally and is led by our global chief information security officer 21 Table of Contents (“CISO”) who reports to our global chief information officer. Our cybersecurity program takes a risk-based approach and is integrated with our global enterprise risk management program.
The cybersecurity risk management process is managed centrally and is led by our Chief Information Security Officer (“CISO”) who reports to our Chief Information Officer. Our cybersecurity program takes a risk-based approach and is integrated with our global enterprise risk management program.
The CISO provides updates at least twice a year to the cybersecurity committee regarding matters related to information technology and cybersecurity risks including the state of our cybersecurity programs, emerging cybersecurity developments and threats, and our strategy to mitigate cybersecurity risk.
The cybersecurity committee of our board of directors has oversight responsibility for cybersecurity risks. The CISO provides updates at least twice a year to the cybersecurity committee regarding matters related to information technology and cybersecurity risks including the state of our cybersecurity programs, emerging cybersecurity developments and threats, and our strategy to mitigate cybersecurity risk.
Additionally, the full board of directors receives updates on our cybersecurity program twice a year as part of the enterprise risk management meetings. ITEM 2. PROPERTIES During fiscal 2024, our principal executive office was located in Schaffhausen, Switzerland.
Additionally, the full board of directors receives updates on cybersecurity risks twice a year as part of the enterprise risk management meetings. ITEM 2. PROPERTIES Our principal executive office is located in Galway, Ireland.
As of fiscal year end 2024, our principal centers of manufacturing output by segment and geographic region were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation Industrial Communications ​ ​ ​ Solutions ​ Solutions ​ Solutions ​ Total ​ (number of manufacturing facilities) ​ EMEA 20 18 1 39 ​ Asia–Pacific 10 9 8 27 ​ Americas 7 25 2 34 ​ Total 37 52 11 100 ​ ​ ​ ITEM 3.
As of fiscal year end 2025, our principal centers of manufacturing output by segment and geographic region were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Transportation Industrial ​ ​ ​ Solutions ​ Solutions ​ Total ​ (number of manufacturing facilities) ​ Asia–Pacific 10 16 26 ​ EMEA 20 18 38 ​ Americas 9 32 41 ​ Total 39 66 105 ​ ​ ​ ITEM 3.
We believe our facilities are suitable for the conduct of our business and adequate for our current needs. We manufacture our products in over 25 countries worldwide. Our manufacturing sites focus on various aspects of our manufacturing processes, including our primary processes of stamping, plating, molding, extrusion, beaming, and assembly. We consider the productive capacity of our manufacturing facilities sufficient.
Our manufacturing sites focus on various aspects of our manufacturing processes, including our primary processes of stamping, plating, molding, extrusion, beaming, and 22 Table of Contents assembly. We consider the productive capacity of our manufacturing facilities sufficient.
Our CISO has over 20 years of experience in information security leadership roles and over 8 years as our CISO. Nearly half of our board of directors have completed cybersecurity program trainings or have cybersecurity and information security industry experience. Cybersecurity incidents are evaluated by a cross-functional management team based on defined quantitative and qualitative criteria and communicated to leadership.
Our CISO has over 20 years of experience in information security leadership roles and over 9 years as our CISO. He holds many industry certifications, including Certified Information Systems Security Professional (“CISSP”), and is an active member in professional organizations. Also, certain members of our board of directors have completed cybersecurity program trainings, or have relevant industry experience.
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We have cybersecurity and information technology third-party consultants to assist in performing forensic and technical analyses and advising leadership as needed. 22 Table of Contents The cybersecurity committee of our board of directors has oversight responsibility for cybersecurity risks.
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Cybersecurity incidents are evaluated by a cross-functional team based on defined criteria and regularly communicated to leadership pursuant to criteria set forth in our incident response plan and related processes. We have engaged cybersecurity and information technology third-party consultants to assist in cybersecurity incident response including forensics and technical analysis.
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Environmental Matters Item 103 of Regulation S-K requires the disclosure of certain environmental matters in which a governmental authority is a party to the proceedings and when such proceedings involve the potential for monetary sanctions that we reasonably believe will exceed a specified threshold.
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In accordance with the SEC guidance on this item, we have chosen a reporting threshold for such proceedings of $1 million. Applying this threshold, there are no environmental matters to disclose.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeIssuer Purchases of Equity Securities The following table presents information about our purchases of our common shares during the quarter ended September 27, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Approximate ​ ​ ​ ​ ​ ​ ​ ​ Shares Purchased ​ Dollar Value ​ ​ ​ ​ ​ ​ ​ ​ as Part of ​ of Shares that May ​ ​ ​ Total Number ​ Average Price ​ Publicly Announced ​ Yet Be Purchased ​ ​ ​ of Shares ​ Paid Per ​ Plans or ​ Under the Plans ​ Period Purchased (1) Share (1) Programs (2) or Programs (2) June 29–July 26, 2024 ​ 798,713 ​ $ 153.63 ​ 798,713 ​ $ 876,909,949 ​ July 27–August 30, 2024 2,490,228 ​ 148.83 2,480,852 ​ 507,682,852 ​ August 31–September 27, 2024 1,797,756 ​ 146.33 1,797,756 ​ 244,622,761 ​ Total 5,086,697 ​ ​ 148.70 5,077,321 ​ ​ (1) These columns include the following transactions which occurred during the quarter ended September 27, 2024: (i) the acquisition of 9,376 common shares from individuals in order to satisfy tax withholding requirements in connection with the vesting of restricted share awards issued under equity compensation plans; and (ii) open market purchases totaling 5,077,321 common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007.
Biggest changeIssuer Purchases of Equity Securities The following table presents information about our purchases of our ordinary shares during the quarter ended September 26, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Approximate ​ ​ ​ ​ ​ ​ ​ ​ Shares Purchased ​ Dollar Value ​ ​ ​ ​ ​ ​ ​ ​ as Part of ​ of Shares that May ​ ​ ​ Total Number ​ Average Price ​ Publicly Announced ​ Yet Be Purchased ​ ​ ​ of Shares ​ Paid Per ​ Plans or ​ Under the Plans ​ Period Purchased (1) Share Programs (2) or Programs (2) June 28–July 25, 2025 ​ 471,167 ​ $ 178.09 ​ 471,167 ​ $ 1,745,026,697 ​ July 26–August 29, 2025 853,749 ​ 204.43 853,749 ​ 1,570,495,167 ​ August 30–September 26, 2025 858,272 ​ 211.73 858,272 ​ 1,388,770,904 ​ Total 2,183,188 ​ ​ 201.62 2,183,188 ​ ​ (1) During the quarter ended September 26, 2025, all purchases were open market purchases of ordinary shares, summarized on a trade-date basis, made in conjunction with the share repurchase program originally announced in September 2007.
Performance Graph The following graph compares the cumulative total shareholder return on our shares against the cumulative return on the S&P 500 Index and the Dow Jones U.S. Electrical Components & Equipment Index.
Performance Graph The following graph compares the cumulative total shareholder return on our ordinary shares against the cumulative return on the S&P 500 Index and the Dow Jones U.S. Electrical Components & Equipment Index.
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 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.
The graph assumes the investment of $100 in our shares and in each index at fiscal year end 2019 and assumes the reinvestment of all dividends and distributions. The graph shows the cumulative total return for the last five fiscal years.
The graph assumes the investment of $100 in our ordinary shares and in each index at fiscal year end 2020 and assumes the reinvestment of all dividends and distributions. The graph shows the cumulative total return for the last five fiscal years.
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.
Indexes calculated on month-end basis. 24 Table of Contents Dividends 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.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 23 Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our shares are listed and traded on the NYSE under the symbol “TEL.” As of November 8, 2024, there were 15,324 shareholders of record.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our ordinary shares are listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “TEL.” As of November 5, 2025, there were 15,032 shareholders of record of our ordinary shares.
(2) Our share repurchase program authorizes us to purchase a portion of our outstanding common shares from time to time through open market or private transactions, depending on business and market conditions. The share repurchase program does not have an expiration date.
This table does not include ordinary shares that we withheld in order to satisfy tax withholding requirements for the vesting and release of restricted stock units. (2) Our share repurchase program authorizes us to purchase a portion of our outstanding ordinary shares from time to time through open market or private transactions, depending on business and market conditions.
On October 30, 2024, our board of directors authorized an increase of $2.5 billion in our share repurchase program. See Note 17 to the Consolidated Financial Statements for additional information regarding our share repurchase program.
The share repurchase program does not have an expiration date. See Note 17 to the Consolidated Financial Statements for additional information regarding our share repurchase program.
The comparisons in the graph are based upon historical data and are not indicative of, nor intended to forecast, future returns. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year End ​ 2019 (1) 2020 2021 2022 2023 2024 TE Connectivity ​ $ 100.00 ​ $ 105.07 ​ $ 161.14 ​ $ 125.33 ​ $ 142.85 ​ $ 177.91 ​ S&P 500 Index ​ 100.00 ​ 113.50 ​ 155.59 ​ 127.18 ​ ​ 154.68 ​ ​ 210.00 ​ Dow Jones U.S.
The comparisons in the graph are based upon historical data and are not indicative of, nor intended to forecast, future returns. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year End ​ 2020 (1) 2021 2022 2023 2024 2025 TE Connectivity plc ​ $ 100.00 ​ $ 153.36 ​ $ 119.27 ​ $ 135.95 ​ $ 169.31 ​ $ 247.03 ​ S&P 500 Index ​ 100.00 ​ 137.09 ​ 112.06 ​ ​ 136.28 ​ ​ 185.02 ​ ​ 217.04 ​ Dow Jones U.S.
Electrical Components & Equipment Index ​ 100.00 ​ 104.82 ​ 152.18 ​ 126.17 ​ ​ 159.89 ​ ​ 218.36 ​ (1) $100 invested on September 27, 2019 in our common shares and in indexes.
Electrical Components & Equipment Index ​ 100.00 ​ 145.18 ​ 120.37 ​ ​ 152.54 ​ ​ 208.32 ​ ​ 288.00 ​ (1) $100 invested on September 25, 2020 in our ordinary shares and in indexes.
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Indexes calculated on month-end basis. 24 Table of Contents Dividends At the Annual General Meeting on March 13, 2024, shareholders approved a dividend payment of $2.60 per share, payable in four equal quarterly installments of $0.65 per share. The third and fourth installments are expected to occur in our first and second quarters of fiscal 2025.
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ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 23 Table of Contents PART II ITEM 5.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeThe 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 2024 versus Fiscal 2023 ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ ​ Growth (Decline) ​ Growth (Decline) ​ Translation (Divestiture) ​ ​ ($ in millions) Industrial equipment ​ $ (321) (18.8) % $ (425) (24.9) % $ 3 ​ $ 101 ​ Aerospace, defense, and marine ​ 166 14.1 ​ 181 15.4 ​ 3 ​ (18) ​ Energy ​ 36 4.1 ​ 43 4.9 ​ (27) ​ 20 ​ Medical ​ ​ 49 ​ 6.3 ​ ​ 51 ​ 6.5 ​ ​ (2) ​ ​ — ​ Total ​ $ (70) (1.5) % $ (150) (3.3) % $ (23) ​ $ 103 ​ 32 Table of Contents In the Industrial Solutions segment, net sales decreased $70 million, or 1.5%, in fiscal 2024 from fiscal 2023 due primarily to organic net sales declines of 3.3%, partially offset by the net positive impact of 2.3% from acquisitions and a divestiture.
Biggest changeThe following table presents the Industrial Solutions segment’s net sales and the percentage of total net sales by industry end market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ 2025 2024 2023 ​ ​ ($ in millions) ​ ​ Digital data networks ​ $ 2,208 ​ 28 % ​ $ 1,274 ​ 20 % ​ $ 1,162 ​ 18 % ​ Automation and connected living ​ ​ 2,147 27 ​ ​ ​ 1,994 32 ​ ​ ​ 2,352 37 ​ ​ Aerospace, defense, and marine ​ ​ 1,483 19 ​ ​ ​ 1,344 21 ​ ​ ​ 1,178 19 ​ ​ Energy ​ 1,344 17 ​ ​ 919 14 ​ ​ 883 14 ​ ​ Medical ​ ​ 692 ​ 9 ​ ​ ​ 833 ​ 13 ​ ​ ​ 784 ​ 12 ​ ​ Total ​ $ 7,874 100 % ​ $ 6,364 100 % ​ $ 6,359 100 % ​ 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 ​ ​ 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) Digital data networks ​ $ 934 73.3 % $ 924 ​ 72.6 % $ 10 ​ $ — ​ $ 112 9.6 % $ 118 ​ 10.2 % $ (6) ​ $ — ​ Automation and connected living ​ ​ 153 7.7 ​ ​ 70 3.5 ​ ​ 11 ​ ​ 72 ​ ​ (358) (15.2) ​ ​ (451) (19.1) ​ ​ (8) ​ ​ 101 ​ Aerospace, defense, and marine ​ 139 10.3 ​ 127 9.5 ​ 12 ​ — ​ 166 14.1 ​ 181 15.4 ​ 3 ​ (18) ​ Energy ​ 425 46.2 ​ 137 15.0 ​ — ​ 288 ​ 36 4.1 ​ 43 4.9 ​ (27) ​ 20 ​ Medical ​ ​ (141) ​ (16.9) ​ ​ (142) ​ (17.1) ​ ​ 1 ​ ​ — ​ ​ 49 ​ 6.3 ​ ​ 51 ​ 6.5 ​ ​ (2) ​ ​ — ​ Total ​ $ 1,510 23.7 % $ 1,116 17.6 % $ 34 ​ $ 360 ​ $ 5 0.1 % $ (58) (0.9) % $ (40) ​ $ 103 ​ 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.
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.
See further discussion of net sales below under “Segment Results.” Net Sales by Geographic Region. 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.
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. Recoverability estimates range from 1 to 50 years and costs are generally amortized on a straight-line basis.
Intangible assets include both indeterminable-lived residual goodwill and determinable-lived identifiable intangible assets. 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.
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 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; ● risks associated with current and future acquisitions and divestitures; 42 Table of Contents ● 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 AI; ● 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 ESG 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.
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, 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; ● 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 AI; ● 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 ESG 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; 42 Table of Contents ● the possible effects on us of various non-U.S. and 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; ● 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.
Accounting Pronouncement See Note 2 to the Consolidated Financial Statements for information regarding recently issued and adopted accounting pronouncements. 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.
Accounting Pronouncements See Note 2 to the Consolidated Financial Statements for information regarding recently issued and adopted accounting pronouncements. 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.
Acquisitions 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.
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.
To manage the interest rate exposure, we use interest rate swap contracts to convert a portion of fixed rate debt into variable rate debt. Also, we may use forward starting interest rate swap contracts to manage interest rate exposure in periods prior to the anticipated issuance of fixed rate debt.
To manage the interest rate exposure, we may use interest rate swap contracts to convert a portion of fixed rate debt into variable rate debt. Also, we may utilize forward starting interest rate swap contracts to manage interest rate exposure in periods prior to the anticipated issuance of fixed rate debt.
In the Americas and EMEA regions, our organic net sales were impacted by slight declines 31 Table of Contents 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 . ● Sensors —Our organic net sales decreased 10.8% in fiscal 2024 due primarily to market weakness in industrial applications and our strategic exit of certain lower margin and lower growth product lines .
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 . ● Sensors —Our organic net sales decreased 10.8% in fiscal 2024 due primarily to market weakness in industrial applications and our strategic exit of certain lower margin and lower growth product lines .
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.
The terms of these guarantees vary with end dates ranging from fiscal 2026 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.
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.
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, 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.
As of fiscal year end 2024, our cash and cash equivalents were held in subsidiaries which are located in various countries throughout the world. Under current applicable laws, substantially all of these amounts can be repatriated to Tyco Electronics Group S.A.
As of fiscal year end 2025, our cash and cash equivalents were held in subsidiaries which are located in various countries throughout the world. Under current applicable laws, substantially all of these amounts can be repatriated to Tyco Electronics Group S.A.
The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of fiscal year end 2024, 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.
The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of fiscal year end 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 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 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.
Asset re-allocation to meet that target is occurring over a multi-year period based on the funded status. We expect to reach our target allocation when the funded status of the plans exceeds 110%. Based on the funded status of the plans as of fiscal year end 2024, our target asset allocation is 67% return-seeking and 33% liability-hedging.
Asset re-allocation to meet that target is occurring over a multi-year period based on the funded status. We expect to reach our target allocation when the funded status of the plans exceeds 110%. 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.
We expect to contribute approximately $70 million to pension plans in fiscal 2025, before consideration of any voluntary contributions. See Note 14 to the Consolidated Financial Statements for additional information regarding these plans and our estimates of future contributions and benefit payments.
We expect to contribute approximately $70 million to pension plans in fiscal 2026, before consideration of any voluntary contributions. See Note 14 to the Consolidated Financial Statements for additional information regarding these plans and our estimates of future contributions and benefit payments.
We completed our annual goodwill impairment test in the fourth quarter of fiscal 2024 and determined that no impairment existed. Income Taxes In determining pre-tax income for financial statement purposes, we must make certain estimates and judgments.
We completed our annual goodwill impairment test in the fourth quarter of fiscal 2025 and determined that no impairment existed. Income Taxes In determining pre-tax income for financial statement purposes, we must make certain estimates and judgments.
There were no such contracts and no floating debt outstanding at fiscal year end 2024 or 2023. We utilize investment swap contracts to manage earnings exposure on certain nonqualified deferred compensation liabilities. Commodity Exposures Our worldwide operations and product lines may expose us to risks from fluctuations in commodity prices.
There were no such contracts and no floating debt outstanding at fiscal year end 2025 or 2024. We also utilize investment swap contracts to manage earnings exposure on certain nonqualified deferred compensation liabilities. Commodity Exposures Our worldwide operations and product lines may expose us to risks from fluctuations in commodity prices.
(“TEGSA”), our Luxembourg subsidiary, which is the obligor of substantially all of our debt, and to TE Connectivity plc, our now parent company; however, the repatriation of these amounts could subject us to additional tax expense.
(“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.
Organic net sales growth (decline) provides useful information about our results and the trends of our business. Management uses this measure to monitor and evaluate performance. Also, management uses this measure together with GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our 41 Table of Contents overall company.
Organic net sales growth (decline) provides useful information about our results and the trends of our business. Management uses this measure to monitor and evaluate performance. Also, management uses this measure together with GAAP financial measures in its decision-making processes related to the operations of our reportable segments and our overall company.
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 38 Table of Contents optional exemption to not disclose the aggregate amount of transaction prices associated with unsatisfied or partially satisfied performance obligations.
We sell our products into approximately 130 countries, and approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in fiscal 2024.
We sell our products into approximately 130 countries, and approximately 60% of our net sales were invoiced in currencies other than the U.S. dollar in fiscal 2025.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following Consolidated Financial Statements and schedule specified by this Item, together with the reports thereon of Deloitte & Touche LLP, are presented following Item 15 and the signature pages of this report: Financial Statements: Reports of Independent Registered Public Accounting Firm Consolidated Statements of Operations for the Fiscal Years Ended September 27, 2024, September 29, 2023, and September 30, 2022 Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September 27, 2024, September 29, 2023, and September 30, 2022 Consolidated Balance Sheets as of September 27, 2024 and September 29, 2023 Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 27, 2024, September 29, 2023, and September 30, 2022 Consolidated Statements of Cash Flows for the Fiscal Years Ended September 27, 2024, September 29, 2023, and September 30, 2022 Notes to Consolidated Financial Statements 44 Table of Contents Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts All other financial statements and schedules have been omitted since the information required to be submitted has been included on the Consolidated Financial Statements and related notes or because they are either not applicable or not required under the rules of Regulation S-X.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following Consolidated Financial Statements and schedule specified by this Item, together with the reports thereon of Deloitte & Touche LLP, are presented following Item 15 and the signature pages of this report: Financial Statements: Reports of Independent Registered Public Accounting Firm Consolidated Statements of Operations for the Fiscal Years Ended September 26, 2025, September 27, 2024, and September 29, 2023 Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September 26, 2025, September 27, 2024, and September 29, 2023 Consolidated Balance Sheets as of September 26, 2025 and September 27, 2024 Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 26, 2025, September 27, 2024, and September 29, 2023 Consolidated Statements of Cash Flows for the Fiscal Years Ended September 26, 2025, September 27, 2024, and September 29, 2023 Notes to Consolidated Financial Statements Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts All other financial statements and schedules have been omitted since the information required to be submitted has been included on the Consolidated Financial Statements and related notes or because they are either not applicable or not required under the rules of Regulation S-X.
The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in foreign currency exchange rates on intercompany and other cash transactions. In addition, we utilize cross-currency swap contracts to hedge our net investment 43 Table of Contents in certain foreign operations.
The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in foreign currency exchange rates on intercompany and other cash transactions. In addition, we utilize cross-currency swap contracts to hedge our net investment in certain foreign operations.
A 50-basis-point decrease or increase in the expected long-term returns on plan assets would have increased or decreased, respectively, our fiscal 2024 pension expense by $8 million. At fiscal year end 2024, the long-term target asset allocation in our U.S. plans’ master trust is 25% return-seeking assets and 75% liability-hedging 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. At fiscal year end 2025, the long-term target asset allocation in our U.S. plans’ master trust is 25% return-seeking assets and 75% liability-hedging assets.
We are monitoring the current environment and its potential effects on our customers and the end markets we serve. 26 Table of Contents In recent years, we have experienced inflationary cost pressures including increased costs for transportation, energy, and raw materials. However, we have been able to mitigate increased costs and supply chain disruptions through productivity and/or price increases.
We are monitoring the current environment and its potential effects on our customers and the end markets we serve. In recent years, we have experienced inflationary cost pressures including increased costs for transportation, energy, and raw materials. However, we have been able to mitigate increased costs and supply chain disruptions through productivity and/or price increases.
There were two reporting units in both the Transportation Solutions and Industrial Solutions segments and one reporting unit in the Communications Solutions segment. 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.
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.
(7) The above table does not reflect redeemable noncontrolling interests of $131 million associated with our First Sensor AG (“First Sensor”) subsidiary.
(7) The above table does not reflect redeemable noncontrolling interests of $145 million associated with our First Sensor AG (“First Sensor”) subsidiary.
For additional information regarding pensions, see Note 14 to the Consolidated Financial Statements. Cash Flows from Investing Activities Capital expenditures were $680 million and $732 million in fiscal 2024 and 2023, respectively. We expect fiscal 2025 capital spending levels to be approximately 5% of net sales.
For additional information regarding pensions, see Note 14 to the Consolidated Financial Statements. Cash Flows from Investing Activities Capital expenditures were $936 million and $680 million in fiscal 2025 and 2024, respectively. We expect fiscal 2026 capital spending levels to be approximately 5% of net sales.
TEGSA had no borrowings under the Credit Facility at fiscal year end 2024 or the Replaced Credit Facility at fiscal year end 2023. 35 Table of Contents 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.
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, 35 Table of Contents long-term debt rating of TEGSA.
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.
Also, we have taken and continue to focus on actions to manage costs, including restructuring and 26 Table of Contents 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.
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 39 Table of Contents certain deferred tax assets, which arise from temporary differences between the income tax return and financial statement recognition of revenue and expense.
Our organic net sales by industry end market were as follows: ● Automotive —Our organic net sales increased 3.0% in fiscal 2024 as a result of growth of 14.2% in the Asia–Pacific region, partially offset by declines of 4.8% in the Americas region and 4.5% in the EMEA region.
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.
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.
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 40 Table of Contents plan assets.
As of fiscal year end 2024, certain subsidiaries had approximately $39.0 billion of cumulative undistributed earnings that have been retained indefinitely and reinvested in our global manufacturing operations, including working capital; property, plant, and equipment; intangible assets; and research and development activities. See Note 15 to the Consolidated Financial Statements for additional information regarding undistributed earnings.
As of fiscal year end 2025, certain subsidiaries had approximately $37.7 billion of cumulative undistributed earnings that have been retained indefinitely and reinvested in our global manufacturing operations, including working capital; property, plant, and equipment; intangible assets; and research and development activities. See Note 15 to the Consolidated Financial Statements for additional information regarding undistributed earnings.
We provide for tax liabilities on the Consolidated Financial Statements with respect to amounts that we expect to repatriate; however, no tax liabilities are recorded for amounts that we consider to be retained indefinitely and reinvested in our global manufacturing operations.
We provide for tax liabilities on the Consolidated Financial Statements with respect to amounts that we expect to 34 Table of Contents repatriate; however, no tax liabilities are recorded for amounts that we consider to be retained indefinitely and reinvested in our global manufacturing operations.
Risk Factors” and “Forward-Looking Information.” Our Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). 25 Table of Contents Discussion of our financial condition and results of operations for fiscal 2024 compared to fiscal 2023 is presented below.
Risk Factors” and “Forward-Looking Information.” Our Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Discussion of our financial condition and results of operations for fiscal 2025 compared to fiscal 2024 is presented below.
We will continue to monitor financial markets and respond as 34 Table of Contents 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.
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.
A 10% appreciation or depreciation of the underlying currency in our cross-currency swap contracts or foreign currency forward contracts from the fiscal year end 2023 market rates would have changed the unrealized value of our contracts by $368 million.
A 10% appreciation or depreciation of the underlying currency in our cross-currency swap contracts or foreign currency forward contracts from the fiscal year end 2025 market rates would have changed the unrealized value of our contracts by $594 million.
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.
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.
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.
(2) Includes $7,309 million and $4,056 million as of fiscal year end 2024 and 2023, respectively, of intercompany loans payable to non-guarantor subsidiaries. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ 2024 2023 ​ ​ (in millions) ​ Statement of Operations Data: ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations ​ $ (271) ​ $ (606) ​ Net loss ​ (271) ​ (606) ​ ​ ​ Off-Balance Sheet Arrangements In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments.
(2) Includes $5,001 million and $7,309 million as of fiscal year end 2025 and 2024, respectively, of intercompany loans payable to non-guarantor subsidiaries. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ 2025 2024 ​ ​ (in millions) ​ Statement of Operations Data: ​ ​ ​ ​ ​ ​ ​ Loss from continuing operations ​ $ (197) ​ $ (271) ​ Net loss ​ (197) ​ (271) ​ ​ ​ Off-Balance Sheet Arrangements In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments.
A 10% appreciation or depreciation of commodity prices from the fiscal year end 2024 prices would have changed the unrealized value of our forward contracts by $54 million. A 10% appreciation or depreciation of commodity prices from the fiscal year end 2023 prices would have changed the unrealized value of our forward contracts by $44 million.
A 10% appreciation or depreciation of commodity prices from the fiscal year end 2025 prices would have changed the unrealized value of our forward contracts by $65 million. A 10% appreciation or depreciation of commodity prices from the fiscal year end 2024 prices would have changed the unrealized value of our forward contracts by $54 million.
Economic Conditions 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.
Economic Conditions 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, inflationary cost pressures, and, most recently, tariff and trade policies.
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 39 Table of Contents units, all of which contained goodwill.
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 2025, we had four reporting units, all of which contained goodwill.
The amount of income taxes paid, net of refunds, during fiscal 2024 and 2023 was $475 million and $425 million, respectively. Pension contributions were $69 million and $71 million in fiscal 2024 and 2023, respectively. We expect pension contributions to be approximately $70 million in fiscal 2025, before consideration of any voluntary contributions.
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 in both fiscal 2025 and 2024. We expect pension contributions to be approximately $70 million in fiscal 2026, before consideration of any voluntary contributions.
During fiscal 2024, our board of directors authorized an increase of $1.5 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.
During fiscal 2025, our board of directors authorized an 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.
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.
See further discussion in “Liquidity and Capital Resources.” We continue to monitor military conflicts in certain parts of the world as well as escalating tensions in surrounding countries and associated sanctions. These did not have a significant impact on our business, financial condition, or results of operations during fiscal 2024 and 2023.
We continue to monitor military conflicts in certain parts of the world as well as escalating tensions in surrounding countries and associated sanctions. These did not have a significant impact on our business, financial condition, or results of operations during fiscal 2025 and 2024.
At fiscal year end 2024, a 25-basis-point decrease in discount rates would have increased the present value of our pension obligations by $68 million; a 25-basis-point increase would have decreased the present value of our pension obligations by $67 million.
At fiscal year end 2025, a 25-basis-point decrease in discount rates would have increased the present value of our pension obligations by $63 million; a 25-basis-point increase would have decreased the present value of our pension obligations by $60 million.
The 36 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year End ​ ​ 2024 2023 ​ ​ (in millions) ​ Balance Sheet Data: ​ ​ ​ ​ ​ ​ ​ Total current assets ​ $ 1,164 ​ $ 1,632 ​ Total noncurrent assets (1) ​ 2,377 ​ 2,857 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ​ 1,362 ​ 1,303 ​ Total noncurrent liabilities (2) ​ ​ 10,738 ​ ​ 7,592 ​ (1) Includes $2,368 million and $2,783 million as of fiscal year end 2024 and 2023, respectively, of intercompany loans receivable from non-guarantor subsidiaries.
The following tables present summarized financial information, excluding investments in and equity 36 Table of Contents in earnings of our non-guarantor subsidiaries, for TE Connectivity plc, TE Connectivity Switzerland Ltd., and TEGSA on a combined basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year End ​ ​ 2025 2024 ​ ​ (in millions) ​ Balance Sheet Data: ​ ​ ​ ​ ​ ​ ​ Total current assets ​ $ 1,236 ​ $ 1,164 ​ Total noncurrent assets (1) ​ 2,465 ​ 2,377 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total current liabilities ​ 1,348 ​ 1,362 ​ Total noncurrent liabilities (2) ​ ​ 10,033 ​ ​ 10,738 ​ (1) Includes $2,444 million and $2,368 million as of fiscal year end 2025 and 2024, respectively, of intercompany loans receivable from non-guarantor subsidiaries.
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.
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. These estimates may change due to changing facts and circumstances.
Excluding the items below, operating income increased in fiscal 2024 primarily as a result of improved manufacturing productivity. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ 2024 2023 ​ ​ (in millions) Acquisition and integration costs ​ $ — ​ $ 3 ​ Restructuring and other charges, net ​ 67 ​ 211 ​ Taxes (non-income tax) recorded in selling, general, and administrative expenses ​ ​ 3 ​ ​ — ​ Total ​ $ 70 ​ $ 214 ​ Industrial Solutions Net Sales.
Excluding the items below, operating income increased in fiscal 2024 due primarily to improved manufacturing productivity. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ 2025 2024 2023 ​ ​ (in millions) Acquisition and integration costs ​ $ — ​ $ — ​ $ 3 ​ Restructuring and other charges, net ​ 75 ​ 67 ​ 211 ​ Taxes (non-income tax) recorded in selling, general, and administrative expenses ​ ​ — ​ ​ 3 ​ ​ — ​ Total ​ $ 75 ​ $ 70 ​ $ 214 ​ 32 Table of Contents Industrial Solutions Net Sales.
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. Cash Flows from Financing Activities and Capitalization Total debt at fiscal year end 2024 and 2023 was $4,203 million and $4,211 million, respectively.
During fiscal 2024, we received net cash proceeds of $59 million related to the sale of one business. See Note 3 to the Consolidated Financial Statements for additional information regarding divestitures. Cash Flows from Financing Activities and Capitalization Total debt at fiscal year end 2025 and 2024 was $5,694 million and $4,203 million, respectively.
At fiscal year end 2024, TEGSA had $255 million of commercial paper outstanding at a weighted-average interest rate of 4.95%. TEGSA had $330 million of commercial paper outstanding at a weighted-average interest rate of 5.50% at fiscal year end 2023.
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.
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. The cost or availability of future funding may be impacted by financial market conditions.
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.
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.
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.
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.
At fiscal year end 2023, our commodity hedges, which related to expected purchases of gold, silver, copper, and palladium, were in a net loss position of $23 million and had a notional value of $459 million.
At fiscal year end 2025, our commodity hedges, which related to expected purchases of 43 Table of Contents gold, silver, copper, and palladium, were in a net gain position of $80 million and had a notional value of $569 million.
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 . ● Aerospace, defense, and marine —Our organic net sales increased 15.4% in fiscal 2024 due to growth in all markets . ● Energy —Our organic net sales increased 4.9% in fiscal 2024 due to growth in the Americas and EMEA regions, partially offset by declines in the Asia–Pacific region . ● Medical —Our organic net sales increased 6.5% in fiscal 2024 primarily as a result of growth in interventional medical applications .
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 . 33 Table of Contents ● 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 . ● Energy —Our organic net sales increased 4.9% in fiscal 2024 due to growth in the Americas and EMEA regions, partially offset by declines in the Asia–Pacific region . ● Medical —Our organic net sales increased 6.5% in fiscal 2024 primarily as a result of growth in interventional medical applications .
For fiscal 2025, we expect total restructuring charges to be approximately $100 million and total spending, which will be funded with cash from operations, to be approximately $200 million. During fiscal 2024, we recorded a gain on divestiture of $10 million.
Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. For fiscal 2026, we expect total restructuring charges to be approximately $100 million and total spending, which will be funded with cash from operations, to be approximately $100 million. During fiscal 2024, we recorded a gain on divestiture of $10 million.
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 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.
See Note 11 to the Consolidated Financial Statements for additional information regarding leases. (4) Purchase obligations consist primarily of commitments for purchases of goods and services. (5) The above table does not reflect unrecognized income tax benefits of $652 million and related accrued interest and penalties of $80 million, the timing of which is uncertain.
(4) Purchase obligations consist primarily of commitments for purchases of goods and services. (5) The above table does not reflect unrecognized income tax benefits of $719 million and related accrued interest and penalties of $89 million, the timing of which is uncertain.
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.
Actual results may differ materially from those expressed in these forward-looking statements. Investors should not place undue reliance on any forward-looking 41 Table of Contents statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law.
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.
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 2025, we acquired Richards Manufacturing for approximately $2.3 billion, net of cash acquired.
We acquired one business for a cash purchase price of $110 million, net of cash acquired, during fiscal 2023. See Note 4 to the Consolidated Financial Statements for additional information regarding acquisitions. During fiscal 2024, we received net cash proceeds of $59 million related to the sale of one business.
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. See Note 4 to the Consolidated Financial Statements for additional information regarding acquisitions.
The following table presents the average prices incurred related to copper, gold, silver, and palladium: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ Measure 2024 2023 Copper Lb. ​ $ 3.91 ​ $ 4.09 ​ Gold Troy oz. ​ 2,027 ​ 1,860 ​ Silver ​ Troy oz. ​ ​ 24.59 ​ ​ 23.33 ​ Palladium Troy oz. ​ 1,409 ​ 2,162 ​ ​ In fiscal 2024, we purchased approximately 182 million pounds of copper, 98,000 troy ounces of gold, 2.0 million troy ounces of silver, and 10,000 troy ounces of palladium.
The following table presents the average prices incurred related to copper, gold, silver, and palladium: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ Measure 2025 2024 Copper Lb. ​ $ 4.25 ​ $ 3.91 ​ Gold Troy oz. ​ 2,560 ​ 2,027 ​ Silver ​ Troy oz. ​ ​ 29.01 ​ ​ 24.59 ​ Palladium Troy oz. ​ 1,065 ​ 1,409 ​ ​ In fiscal 2025, we purchased approximately 191 million pounds of copper, 103,000 troy ounces of gold, 1.6 million troy ounces of silver, and 13,700 troy ounces of palladium.
Operating Expenses The following table presents operating expense information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ ​ 2024 2023 Change ​ ​ ($ in millions) Selling, general, and administrative expenses ​ $ 1,732 ​ ​ $ 1,670 ​ ​ $ 62 ​ As a percentage of net sales ​ 10.9 % ​ 10.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restructuring and other charges, net ​ $ 166 ​ ​ $ 340 ​ ​ $ (174) ​ Selling, General, and Administrative Expenses.
Operating Expenses The following table presents operating expense information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ ​ 2025 2024 Change ​ ​ ($ in millions) Selling, general, and administrative expenses ​ $ 1,866 ​ ​ $ 1,732 ​ ​ $ 134 ​ As a percentage of net sales ​ 10.8 % ​ 10.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition and integration costs ​ $ 47 ​ ​ $ 21 ​ ​ $ 26 ​ Restructuring and other charges, net ​ ​ 126 ​ ​ ​ 166 ​ ​ ​ (40) ​ Selling, General, and Administrative Expenses.
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.
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, 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.
The following table presents the Transportation Solutions segment’s operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ ​ 2024 2023 Change ​ ​ ($ in millions) Operating income ​ $ 1,847 ​ ​ $ 1,451 ​ ​ $ 396 ​ Operating margin ​ 19.7 % ​ 15.1 % ​ ​ Operating income in the Transportation Solutions segment increased $396 million in fiscal 2024 as compared to fiscal 2023.
The following table presents the Transportation Solutions segment’s operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ Fiscal ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ Fiscal ​ ​ versus ​ versus ​ 2025 2024 2023 2024 2023 ​ ​ ($ in millions) ​ ​ ​ Operating income ​ $ 1,818 ​ ​ $ 1,880 ​ ​ ​ $ 1,487 ​ ​ $ (62) ​ $ 393 ​ Operating margin ​ 19.4 % ​ 19.8 % ​ ​ 15.4 % ​ ​ ​ Operating income in the Transportation Solutions segment decreased $62 million in fiscal 2025 as compared to fiscal 2024.
We expect to purchase approximately 190 million pounds of copper, 95,000 troy ounces of gold, 2.0 million troy ounces of silver, and 11,000 troy ounces of palladium in fiscal 2025.
We expect to purchase approximately 185 million pounds of copper, 105,000 troy ounces of gold, 1.7 million troy ounces of silver, and 12,000 troy ounces of palladium in fiscal 2026.
(2) Interest payments exclude the impact of any interest rate swap and cross-currency swap contracts. Interest payments on debt are projected for future periods using rates in effect as of fiscal year end 2024 and are subject to change in future periods. (3) Operating leases represents the undiscounted lease payments.
Interest payments on debt are projected for future periods using rates in effect as of fiscal year end 2025 and are subject to change in future periods. (3) Operating leases represents the undiscounted lease payments. See Note 11 to the Consolidated Financial Statements for additional information regarding leases.
Operating Income The following table presents operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ ​ ​ 2024 2023 Change ​ ​ ($ in millions) ​ Operating income ​ $ 2,796 ​ ​ $ 2,304 ​ ​ $ 492 ​ Operating margin ​ 17.6 % ​ 14.4 % ​ ​ Operating income included the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ 2024 2023 ​ ​ (in millions) ​ Acquisition and integration costs ​ $ 21 ​ $ 33 ​ Restructuring and other charges, net ​ 166 ​ 340 ​ Taxes (non-income tax) recorded in selling, general, and administrative expenses ​ ​ 4 ​ ​ — ​ Total ​ $ 191 ​ $ 373 ​ See discussion of operating income below under “Segment Results.” Non-Operating Items The following table presents select non-operating information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ ​ 2024 2023 Change ​ ​ ($ in millions) ​ Interest income ​ $ 87 ​ ​ $ 60 ​ ​ $ 27 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense (benefit) ​ ​ (397) ​ ​ ​ 364 ​ ​ ​ (761) ​ Effective tax rate ​ (14.2) % ​ 16.0 % ​ ​ Interest Income.
Operating Income The following table presents operating income and operating margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ ​ ​ 2025 2024 Change ​ ​ ($ in millions) ​ Operating income ​ $ 3,211 ​ ​ $ 2,796 ​ ​ $ 415 ​ Operating margin ​ 18.6 % ​ 17.6 % ​ ​ Operating income included the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ 2025 2024 ​ ​ (in millions) ​ Acquisition-related charges: ​ ​ ​ Acquisition and integration costs ​ $ 47 ​ $ 21 ​ Charges associated with the amortization of acquisition-related fair value adjustments ​ 10 ​ — ​ ​ ​ 57 ​ 21 ​ Restructuring and other charges, net ​ 126 ​ 166 ​ Taxes (non-income tax) recorded in selling, general, and administrative expenses ​ ​ — ​ ​ 4 ​ Total ​ $ 183 ​ $ 191 ​ See discussion of operating income below under “Segment Results.” 30 Table of Contents Non-Operating Items The following table presents select non-operating information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ ​ 2025 2024 Change ​ ​ ($ in millions) ​ Income tax expense (benefit) ​ $ 1,361 ​ ​ $ (397) ​ ​ $ 1,758 ​ Effective tax rate ​ 42.5 % ​ (14.2) % ​ ​ Income Taxes.
Summary of Fiscal 2024 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.
See additional information regarding our segments in Notes 1 and 20 to the Consolidated Financial Statements. Summary of Fiscal 2025 Performance ● 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.
These 40 Table of Contents 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.
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. These tax liabilities and related interest are recorded in income taxes and accrued and other current liabilities on the Consolidated Balance Sheets.
Cash Flows from Operating Activities Net cash provided by operating activities increased $345 million to $3,477 million in fiscal 2024 as compared to $3,132 million in fiscal 2023. The increase resulted primarily from higher pre-tax income, partially offset by the impact of changes in working capital levels.
Cash Flows from Operating Activities 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 and a reduction in income tax payments.
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.
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 $321 million, net of cash acquired.
See Note 3 to the Consolidated Financial Statements for additional information regarding divestitures. 27 Table of Contents Results of Operations Net Sales The following table presents our net sales and the percentage of total net sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ 2024 2023 ​ ($ in millions) ​ ​ Transportation Solutions ​ $ 9,398 60 % ​ $ 9,588 60 % ​ Industrial Solutions ​ 4,481 28 ​ ​ 4,551 28 ​ ​ Communications Solutions ​ 1,966 12 ​ ​ 1,895 12 ​ ​ Total ​ $ 15,845 100 % ​ $ 16,034 100 % ​ The following table provides an analysis of the change in our net sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for Fiscal 2024 versus Fiscal 2023 ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ ​ Growth (Decline) ​ Growth (Decline) ​ Translation (Divestitures) ​ ​ ($ in millions) ​ Transportation Solutions ​ $ (190) (2.0) % $ 29 0.3 % $ (60) ​ $ (159) ​ Industrial Solutions ​ (70) (1.5) ​ (150) (3.3) ​ (23) ​ 103 ​ Communications Solutions ​ 71 3.7 ​ 91 4.8 ​ (20) ​ — ​ Total ​ $ (189) (1.2) % $ (30) (0.2) % $ (103) ​ $ (56) ​ Net sales decreased $189 million, or 1.2%, in fiscal 2024 as compared to fiscal 2023.
See Note 3 to the Consolidated Financial Statements for additional information regarding divestitures. 27 Table of Contents Results of Operations Net Sales The following table presents our net sales and the percentage of total net sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ 2025 2024 ​ ($ in millions) ​ Transportation Solutions ​ $ 9,388 54 % ​ $ 9,481 60 % ​ Industrial Solutions ​ 7,874 46 ​ ​ 6,364 40 ​ ​ Total ​ $ 17,262 100 % ​ $ 15,845 100 % ​ The following table provides an analysis of the change in our net sales by segment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for Fiscal 2025 versus Fiscal 2024 ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ ​ Growth (Decline) ​ Growth (Decline) ​ Translation (Divestiture) ​ ​ ($ in millions) ​ Transportation Solutions ​ $ (93) (1.0) % $ (98) (1.0) % $ 17 ​ $ (12) ​ Industrial Solutions ​ 1,510 23.7 ​ 1,116 17.6 ​ 34 ​ 360 ​ Total ​ $ 1,417 8.9 % $ 1,018 6.4 % $ 51 ​ $ 348 ​ Net sales increased $1,417 million, or 8.9%, in fiscal 2025 as compared to fiscal 2024.
The following table provides an analysis of the change in the Transportation Solutions segment’s net sales by industry end market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for Fiscal 2024 versus Fiscal 2023 ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ ​ ​ ​ Growth (Decline) ​ Growth (Decline) ​ Translation Divestiture ​ ​ ($ in millions) Automotive ​ $ 5 0.1 % $ 210 3.0 % $ (46) $ (159) ​ Commercial transportation ​ (69) (4.5) ​ (62) (4.1) ​ (7) ​ — ​ Sensors ​ (126) (11.3) ​ (119) (10.8) ​ (7) ​ — ​ Total ​ $ (190) (2.0) % $ 29 0.3 % $ (60) ​ $ (159) ​ Net sales in the Transportation Solutions segment decreased $190 million, or 2.0%, in fiscal 2024 from fiscal 2023 primarily as a result of the negative impact of a divestiture of 1.7% and the negative impact of foreign currency translation of 0.6%.
The following table presents the Transportation Solutions segment’s net sales and the percentage of total net sales by industry end market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ 2025 2024 2023 ​ ​ ($ in millions) ​ ​ Automotive ​ $ 7,052 75 % ​ $ 7,039 75 % ​ $ 7,038 73 % ​ Commercial transportation ​ 1,425 15 ​ ​ 1,456 15 ​ ​ 1,525 16 ​ ​ Sensors ​ 911 10 ​ ​ 986 10 ​ ​ 1,112 11 ​ ​ Total ​ $ 9,388 100 % ​ $ 9,481 100 % ​ $ 9,675 100 % ​ 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 ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ ​ ​ ​ Growth (Decline) ​ Growth (Decline) ​ Translation Divestiture Growth (Decline) ​ Growth (Decline) ​ Translation Divestiture ​ ​ ($ in millions) Automotive ​ $ 13 0.2 % $ 14 0.2 % $ 11 $ (12) ​ $ 1 0.0 % $ 209 2.9 % $ (49) $ (159) ​ Commercial transportation ​ (31) (2.1) ​ (33) (2.3) ​ 2 ​ — ​ (69) (4.5) ​ (62) (4.1) ​ (7) ​ — ​ Sensors ​ (75) (7.6) ​ (79) (8.0) ​ 4 ​ — ​ (126) (11.3) ​ (119) (10.8) ​ (7) ​ — ​ Total ​ $ (93) (1.0) % $ (98) (1.0) % $ 17 ​ $ (12) ​ $ (194) (2.0) % $ 28 0.3 % $ (63) ​ $ (159) ​ Net sales in the Transportation Solutions segment decreased $93 million, or 1.0%, in fiscal 2025 from fiscal 2024 primarily as a result of organic net sales declines of 1.0%.
The percentage of net sales in fiscal 2024 by major currencies invoiced was as follows: ​ ​ ​ ​ ​ Currencies Percentage U.S. dollar 41 % ​ Euro 30 ​ ​ Chinese renminbi 18 ​ ​ Japanese yen 4 ​ ​ All others 7 ​ ​ Total 100 % ​ The following table presents our net sales and the percentage of total net sales by geographic region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ 2024 2023 ​ ​ ​ ($ in millions) ​ ​ EMEA ​ $ 5,899 37 % ​ $ 6,208 39 % ​ Asia–Pacific ​ ​ 5,367 34 ​ ​ ​ 5,156 32 ​ ​ Americas ​ 4,579 29 ​ ​ 4,670 29 ​ ​ Total ​ $ 15,845 100 % ​ $ 16,034 100 % ​ 28 Table of Contents The following table provides an analysis of the change in our net sales by geographic region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for Fiscal 2024 versus Fiscal 2023 ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ ​ Growth (Decline) ​ Growth (Decline) ​ Translation (Divestitures) ​ ​ ($ in millions) EMEA ​ $ (309) (5.0) % $ (339) (5.5) % $ 67 ​ $ (37) ​ Asia–Pacific ​ ​ 211 4.1 ​ ​ 336 6.5 ​ ​ (132) ​ ​ 7 ​ Americas ​ (91) (1.9) ​ (27) (0.6) ​ (38) ​ (26) ​ Total ​ $ (189) (1.2) % $ (30) (0.2) % $ (103) ​ $ (56) ​ Cost of Sales and Gross Margin The following table presents cost of sales and gross margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ ​ 2024 2023 Change ​ ​ ($ in millions) Cost of sales ​ $ 10,389 ​ ​ $ 10,979 ​ ​ $ (590) ​ As a percentage of net sales ​ 65.6 % ​ 68.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ $ 5,456 ​ ​ $ 5,055 ​ ​ $ 401 ​ As a percentage of net sales ​ 34.4 % ​ 31.5 % ​ ​ In fiscal 2024, gross margin increased $401 million as compared to fiscal 2023 primarily as a result of improved manufacturing productivity and the positive impact of pricing actions.
The percentage of net sales in fiscal 2025 by major currencies invoiced was as follows: ​ ​ ​ ​ ​ Currencies Percentage U.S. dollar 43 % ​ Euro 27 ​ ​ Chinese renminbi 20 ​ ​ Japanese yen 4 ​ ​ All others 6 ​ ​ Total 100 % ​ The following table presents our net sales and the percentage of total net sales by geographic region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ 2025 2024 ​ ​ ​ ($ in millions) ​ ​ Asia–Pacific ​ $ 6,552 38 % ​ $ 5,367 34 % ​ EMEA ​ ​ 5,742 33 ​ ​ ​ 5,899 37 ​ ​ Americas ​ 4,968 29 ​ ​ 4,579 29 ​ ​ Total ​ $ 17,262 100 % ​ $ 15,845 100 % ​ 28 Table of Contents The following table provides an analysis of the change in our net sales by geographic region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in Net Sales for Fiscal 2025 versus Fiscal 2024 ​ ​ Net Sales ​ Organic Net Sales ​ ​ ​ ​ Acquisitions ​ ​ Growth (Decline) ​ Growth (Decline) ​ Translation (Divestiture) ​ ​ ($ in millions) Asia–Pacific ​ $ 1,185 22.1 % $ 1,170 21.8 % $ — ​ $ 15 ​ EMEA ​ ​ (157) (2.7) ​ ​ (271) (4.6) ​ ​ 93 ​ ​ 21 ​ Americas ​ 389 8.5 ​ 119 2.6 ​ (42) ​ 312 ​ Total ​ $ 1,417 8.9 % $ 1,018 6.4 % $ 51 ​ $ 348 ​ Cost of Sales and Gross Margin The following table presents cost of sales and gross margin information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal ​ ​ ​ ​ 2025 2024 Change ​ ​ ($ in millions) Cost of sales ​ $ 11,183 ​ ​ $ 10,389 ​ ​ $ 794 ​ As a percentage of net sales ​ 64.8 % ​ 65.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin ​ $ 6,079 ​ ​ $ 5,456 ​ ​ $ 623 ​ As a percentage of net sales ​ 35.2 % ​ 34.4 % ​ ​ In fiscal 2025, gross margin increased $623 million as compared to fiscal 2024 primarily as a result of higher volume and improved manufacturing productivity.
The funded status of our plans is recognized on the Consolidated Balance Sheets and is measured as the difference between the fair value of plan assets and the projected benefit obligation at the measurement date. The projected benefit obligation represents the actuarial present value of benefits projected to be paid upon retirement factoring in estimated future compensation levels.
Pension Plans Our defined benefit pension plan expense and obligations are developed from actuarial assumptions. The funded status of our plans is recognized on the Consolidated Balance Sheets and is measured as the difference between the fair value of plan assets and the projected benefit obligation at the measurement date.

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