TE Connectivity(TEL) - 2025 Q3 - Quarterly Report

markdown [Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) TE Connectivity reported Q3 2025 net sales of **$4,534 million**, up 13.9%, and nine-month net sales of **$12,513 million**, up 6.2%, with net income significantly impacted by a large income tax expense Condensed Consolidated Statements of Operations (Q3 & YTD FY2025 vs FY2024) | Metric | Q3 2025 (in millions) | Q3 2024 (in millions) | YoY Change | YTD 2025 (in millions) | YTD 2024 (in millions) | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $4,534 | $3,979 | +13.9% | $12,513 | $11,777 | +6.2% | | **Gross Margin** | $1,600 | $1,386 | +15.4% | $4,419 | $4,073 | +8.5% | | **Operating Income** | $857 | $755 | +13.5% | $2,295 | $2,145 | +7.0% | | **Net Income** | $638 | $573 | +11.3% | $1,179 | $2,917 | -59.6% | | **Diluted EPS** | $2.14 | $1.86 | +15.1% | $3.93 | $9.41 | -58.2% | Condensed Consolidated Balance Sheets Highlights | Metric | June 27, 2025 (in millions) | September 27, 2024 (in millions) | | :--- | :--- | :--- | | **Total Current Assets** | $7,605 | $7,631 | | **Goodwill** | $7,251 | $5,801 | | **Total Assets** | $24,866 | $22,854 | | **Total Current Liabilities** | $4,988 | $4,746 | | **Long-Term Debt** | $4,846 | $3,332 | | **Total Liabilities** | $12,342 | $10,368 | | **Total Shareholders' Equity** | $12,381 | $12,355 | Condensed Consolidated Statements of Cash Flows (Nine Months Ended) | Metric | June 27, 2025 (in millions) | June 28, 2024 (in millions) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $2,718 | $2,435 | | **Net cash used in investing activities** | ($3,298) | ($744) | | **Net cash used in financing activities** | ($63) | ($1,875) | | **Net decrease in cash** | ($647) | ($192) | [Note 1. Basis of Presentation and Accounting Pronouncement](index=10&type=section&id=Note%201.%20Basis%20of%20Presentation%20and%20Accounting%20Pronouncement) The company completed its reincorporation from Switzerland to Ireland and reorganized its segments into Transportation Solutions and Industrial Solutions for fiscal 2025 - Completed the change of incorporation from Switzerland to Ireland, with TE Connectivity plc becoming the surviving entity[29](index=29&type=chunk) - Reorganized into two new segments for fiscal 2025: Transportation Solutions and Industrial Solutions, realigning several businesses to fit the new structure[30](index=30&type=chunk) [Note 2. Restructuring and Other Charges, Net](index=11&type=section&id=Note%202.%20Restructuring%20and%20Other%20Charges,%20Net) For the nine months ended June 27, 2025, net restructuring and other charges increased to **$109 million**, driven by a new fiscal 2025 program for footprint consolidation and cost structure improvements Restructuring and Other Charges, Net (Nine Months Ended) | Charge Type | June 27, 2025 (in millions) | June 28, 2024 (in millions) | | :--- | :--- | :--- | | Restructuring charges, net | $97 | $57 | | Costs related to change in place of incorporation | $11 | $11 | | Other charges, net | $2 | $9 | | **Total** | **$109** | **$67** | - Initiated a new restructuring program in fiscal 2025, recording **$80 million** in charges during the first nine months related to footprint consolidation and cost structure improvements[38](index=38&type=chunk) [Note 3. Acquisitions](index=13&type=section&id=Note%203.%20Acquisitions) On April 1, 2025, the company acquired Richards Manufacturing Co. for approximately **$2.3 billion** in cash, contributing **$73 million** in net sales and an **$8 million** operating loss in Q3 2025 - Acquired 100% of Richards Manufacturing Co. on April 1, 2025, for approximately **$2.3 billion** in cash, net of cash acquired, with the business reported within the Industrial Solutions segment[46](index=46&type=chunk) Preliminary Purchase Price Allocation for Richards Manufacturing | Asset/Liability | Amount (in millions) | | :--- | :--- | | Goodwill | $1,142 | | Intangible Assets | $1,120 | | Net Assets Acquired | $2,348 | - In Q3 2025, Richards Manufacturing contributed **$73 million** in net sales and an operating loss of **$8 million**, which included **$21 million** in acquisition costs[54](index=54&type=chunk) [Note 7. Debt](index=17&type=section&id=Note%207.%20Debt) In Q3 2025, the company issued approximately **$1.4 billion** in new senior notes to fund acquisitions and general corporate purposes, increasing total debt fair value to approximately **$5.7 billion** - In Q3 2025, issued new senior notes totaling approximately **$1.4 billion** (€500M, $450M, and $450M) to fund the Richards Manufacturing acquisition and for general corporate purposes[71](index=71&type=chunk) - Repaid **€550 million** of 0.00% senior notes at maturity in February 2025[74](index=74&type=chunk) - The fair value of total debt increased from **$4.2 billion** at September 27, 2024, to approximately **$5.7 billion** at June 27, 2025[76](index=76&type=chunk) [Note 12. Income Taxes](index=22&type=section&id=Note%2012.%20Income%20Taxes) The company recorded an income tax expense of **$1,128 million** for the first nine months of fiscal 2025, a significant change from the prior year's **$778 million** benefit, primarily due to a **$574 million** valuation allowance charge related to new OECD guidance - Income tax expense for the first nine months of fiscal 2025 was **$1,128 million**, a sharp contrast to the **$778 million** benefit in the same period of fiscal 2024[96](index=96&type=chunk) - The significant tax expense in YTD 2025 included a **$574 million** charge from an increased valuation allowance on deferred tax assets for a Swiss tax credit, due to new OECD global minimum tax guidance[96](index=96&type=chunk)[101](index=101&type=chunk) [Note 14. Shareholders' Equity](index=24&type=section&id=Note%2014.%20Shareholders'%20Equity) The company increased its share repurchase authorization by **$2.5 billion** and repurchased **6 million** shares for **$916 million** in the first nine months of fiscal 2025, while also paying **$2.01** per share in dividends - Paid dividends of **$0.71** per share in Q3 2025 and **$2.01** per share for the first nine months of fiscal 2025[114](index=114&type=chunk) - The board of directors authorized a **$2.5 billion** increase in the share repurchase program; in the first nine months of fiscal 2025, the company repurchased **6 million** shares for **$916 million**[115](index=115&type=chunk) - As of June 27, 2025, **$1.8 billion** remained available for repurchases under the share repurchase authorization[115](index=115&type=chunk) [Note 16. Segment and Geographic Data](index=26&type=section&id=Note%2016.%20Segment%20and%20Geographic%20Data) Following reorganization, Transportation Solutions reported **$6,975 million** in net sales and **$1,353 million** in operating income, while Industrial Solutions generated **$5,538 million** in net sales and **$942 million** in operating income for the first nine months of fiscal 2025 Net Sales by Segment (Nine Months Ended) | Segment | June 27, 2025 (in millions) | June 28, 2024 (in millions) | YoY Change | | :--- | :--- | :--- | :--- | | Transportation Solutions | $6,975 | $7,151 | -2.5% | | Industrial Solutions | $5,538 | $4,626 | +19.7% | | **Total** | **$12,513** | **$11,777** | **+6.2%** | Operating Income by Segment (Nine Months Ended) | Segment | June 27, 2025 (in millions) | June 28, 2024 (in millions) | YoY Change | | :--- | :--- | :--- | :--- | | Transportation Solutions | $1,353 | $1,470 | -8.0% | | Industrial Solutions | $942 | $675 | +39.6% | | **Total** | **$2,295** | **$2,145** | **+7.0%** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reported a **13.9%** increase in Q3 2025 net sales, driven by strong Industrial Solutions growth, with a Q4 2025 net sales forecast of approximately **$4.55 billion** and diluted EPS of **$2.18** [Overview and Outlook](index=29&type=section&id=Overview%20and%20Outlook) Q3 FY2025 net sales increased **13.9%** (9.1% organic), led by Industrial Solutions, with Q4 FY2025 net sales projected at approximately **$4.55 billion** and diluted EPS at **$2.18** - Q3 FY2025 net sales increased **13.9%** (9.1% organic), and YTD sales increased **6.2%** (4.8% organic), driven by the Industrial Solutions segment[136](index=136&type=chunk) - The company forecasts Q4 FY2025 net sales of approximately **$4.55 billion** and diluted EPS from continuing operations of approximately **$2.18** per share[137](index=137&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Q3 net sales rose **13.9%** to **$4.5 billion**, with **9.1%** organic growth, improving gross margin to **35.3%** due to higher volume and improved manufacturing productivity, despite increased SG&A expenses Change in Net Sales (Q3 2025 vs Q3 2024) | Segment | Net Sales Growth | Organic Growth | Translation | Acquisitions | | :--- | :--- | :--- | :--- | :--- | | Transportation Solutions | +2.8% | +1.1% | +1.7% | 0.0% | | Industrial Solutions | +30.0% | +20.5% | +1.8% | +7.7% | | **Total** | **+13.9%** | **+9.1%** | **+1.7%** | **+3.1%** | - Gross margin increased in Q3 and YTD fiscal 2025 due to higher volume and improved manufacturing productivity[150](index=150&type=chunk) - SG&A expenses increased by **$60 million** in Q3 2025 YoY, primarily due to increased selling expenses, higher incentive compensation, and costs from recent acquisitions[153](index=153&type=chunk) [Segment Results](index=35&type=section&id=Segment%20Results) In Q3 2025, Transportation Solutions sales grew **2.8%** with a **1.1%** organic increase, while Industrial Solutions sales surged **30.0%** (20.5% organic), driven by **81.9%** organic growth in Digital Data Networks due to AI demand - **Transportation Solutions:** Q3 net sales increased **2.8%** (1.1% organic), driven by automotive growth in Asia-Pacific; however, operating margin declined from **21.5%** to **19.1%** YoY due to net price erosion[162](index=162&type=chunk)[163](index=163&type=chunk) - **Industrial Solutions:** Q3 net sales grew **30.0%** (20.5% organic), with standout performance in Digital Data Networks (**81.9%** organic growth) due to AI applications; operating margin improved significantly from **15.3%** to **18.7%** YoY, driven by higher volume[167](index=167&type=chunk)[169](index=169&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company generated **$2.7 billion** in operating cash flow for the first nine months of fiscal 2025, funding **$3.3 billion** in investing activities, including the **$2.3 billion** Richards Manufacturing acquisition, and increasing total debt to **$5.7 billion** - Net cash from operating activities increased to **$2,718 million** in the first nine months of fiscal 2025, up from **$2,435 million** in the prior year[174](index=174&type=chunk) - Acquired Richards Manufacturing for **$2.3 billion** and two other businesses for **$321 million** during the first nine months of fiscal 2025[176](index=176&type=chunk) - Issued new senior notes and terminated a **$1.5 billion** credit agreement to finance the Richards acquisition, with total debt rising to **$5.7 billion**[178](index=178&type=chunk)[179](index=179&type=chunk) - Returned capital to shareholders through **$916 million** in share repurchases and **$594 million** in dividend payments during the first nine months of fiscal 2025[184](index=184&type=chunk)[186](index=186&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no significant changes in its market risk exposures during the first nine months of fiscal 2025, referring investors to its latest Form 10-K for a comprehensive discussion - There have been no significant changes in the company's market risk exposures during the first nine months of fiscal 2025[210](index=210&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 27, 2025, with the recently acquired Richards Manufacturing to be excluded from the fiscal 2025 internal control assessment - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 27, 2025[212](index=212&type=chunk) - The company intends to exclude the recently acquired Richards Manufacturing from its annual assessment of internal control over financial reporting for fiscal 2025[214](index=214&type=chunk) [Part II. Other Information](index=46&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) No material developments in legal proceedings or environmental matters have occurred since the filing of the last Annual Report on Form 10-K - No material developments in legal proceedings have occurred since the last Annual Report on Form 10-K[218](index=218&type=chunk) [Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported, but potential risks include non-compliance with antitrust laws and adverse U.S. federal tax consequences for certain U.S. shareholders due to CFC rules - A highlighted risk is potential non-compliance with antitrust, competition, and trade regulations, which could result in penalties and limit import/export activities[221](index=221&type=chunk)[222](index=222&type=chunk) - U.S. shareholders owning **10%** or more may face adverse tax consequences due to CFC rules, though recent legislation is expected to eliminate this issue for the company's tax year beginning September 28, 2026[224](index=224&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2025, the company repurchased approximately **2.0 million** ordinary shares for about **$301 million** at an average price of **$149.92** per share under its repurchase program Issuer Purchases of Equity Securities (Q3 2025) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | March 29–April 25, 2025 | 710,166 | $131.31 | | April 26–May 30, 2025 | 729,423 | $156.41 | | May 31–June 27, 2025 | 568,623 | $164.82 | | **Total** | **2,008,212** | **$149.92** | [Other Information](index=47&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the quarter ended June 27, 2025 - No directors or officers adopted or terminated a Rule 10b5-1 trading plan during the quarter[227](index=227&type=chunk) [Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including supplemental indentures, CEO/CFO certifications, and Inline XBRL data files