10-K: TE Connectivity Reports Strong Sales Growth, Strategic Acquisitions

Sentiment:

Annual Report


TE Connectivity plc announced an 8.9% increase in net sales for fiscal 2025, driven by robust performance in Industrial Solutions and strategic acquisitions, despite a decline in net income due to tax adjustments.

Capital raiseTEGSA, a wholly-owned subsidiary, issued €500 million aggregate principal amount of 2.50% senior notes due May 2028.TEGSA issued $450 million aggregate principal amount of 4.50% senior notes due February 2031.TEGSA issued €750 million aggregate principal amount of 3.25% senior notes due January 2033.TEGSA issued $450 million aggregate principal amount of 5.00% senior notes due May 2035.These notes are unsecured senior obligations of TEGSA and are fully and unconditionally guaranteed by TE Connectivity plc and TE Connectivity Switzerland Ltd.

Summary

  • Net sales for fiscal 2025 increased by 8.9% to $17,262 million, with organic net sales growth of 6.4%.
  • The Industrial Solutions segment saw net sales rise by 23.7%, primarily due to a 72.6% organic growth in digital data networks, fueled by AI and cloud applications.
  • The Transportation Solutions segment experienced a 1.0% decrease in net sales, with organic declines in sensors (-8.0%) and commercial transportation (-2.3%).
  • Operating income increased by $415 million to $3,211 million, achieving an operating margin of 18.6%.
  • Net income for fiscal 2025 was $1,842 million, down from $3,193 million in fiscal 2024, largely due to a $1,361 million income tax expense, including a $574 million valuation allowance related to a Swiss tax credit.
  • Cash provided by operating activities grew by $662 million to $4,139 million.
  • The company acquired Richards Manufacturing Co. for approximately $2.3 billion and two other businesses for $321 million in fiscal 2025, expanding its Industrial Solutions portfolio.
  • A $2.5 billion increase was authorized for the share repurchase program, with 8 million shares repurchased for $1,356 million in fiscal 2025.
  • A quarterly cash dividend of $0.71 per ordinary share was declared, payable on December 12, 2025.

Sentiment

Score: 7

Explanation: The company demonstrated strong overall sales growth and significant organic expansion in its Industrial Solutions segment, particularly in high-growth areas like AI and cloud applications. Strategic acquisitions are bolstering its market position. While net income was negatively impacted by a substantial, non-operational tax adjustment, operational performance improved, and cash flow from operations was robust. The outlook for the next quarter is positive. The mixed performance across segments (Industrial up, Transportation down) and the tax-related net income drop temper an otherwise very strong operational and strategic year.

Positives

  • Overall net sales increased by 8.9% in fiscal 2025, demonstrating strong top-line growth.
  • Organic net sales grew by 6.4%, indicating healthy underlying business performance.
  • The Industrial Solutions segment showed significant strength with a 23.7% increase in net sales, driven by a 72.6% organic growth in digital data networks due to AI and cloud applications.
  • Operating income rose by $415 million, and the operating margin improved to 18.6% from 17.6% in the prior year.
  • Cash provided by operating activities increased substantially to $4,139 million, reflecting strong cash generation.
  • Strategic acquisitions, including Richards Manufacturing Co. for $2.3 billion, are expanding the company's market position in key growth areas like energy distribution.
  • The company authorized a $2.5 billion increase in its share repurchase program and paid $2.72 per share in dividends, returning capital to shareholders.
  • Achieved significant sustainability goals, including over 25% reduction in energy use intensity and water withdrawal, and over 80% reduction in Scope 1 and 2 GHG emissions from 2020-2025 baselines.
  • The company's OSHA total recordable incident rate was reduced to 0.06 in fiscal 2025, indicating strong commitment to employee health and safety.

Negatives

  • Net income decreased significantly to $1,842 million in fiscal 2025 from $3,193 million in fiscal 2024, primarily due to a $1,361 million income tax expense.
  • The income tax expense included a $574 million increase in valuation allowance for deferred tax assets related to a Swiss tax credit, impacted by new OECD guidance.
  • The Transportation Solutions segment experienced a 1.0% decline in net sales, with organic declines in sensors (-8.0%) and commercial transportation (-2.3%) due to market weakness.
  • Organic net sales in Automotive were flat, with declines in EMEA and Americas regions offsetting growth in AsiaPacific.
  • The Medical end market within Industrial Solutions saw an organic net sales decrease of 17.1% due to inventory corrections in the supply chain.
  • Raw material prices for copper, gold, and silver increased in fiscal 2025 compared to fiscal 2024, potentially impacting future cost of sales.

Risks

  • Economic conditions in global or regional economies, capital and money markets, and banking systems, and cyclical industry demand may adversely affect results.
  • Foreign currency exchange rates may adversely affect results, especially with 60% of net sales invoiced in non-U.S. dollar currencies.
  • Business interruptions from natural disasters, pandemics, severe weather, or geopolitical conflicts (e.g., military conflicts) could disrupt operations and supply chains.
  • A decline in the market value of pension plans' investment portfolios or reduced returns on plan assets could require increased funding.
  • Disruption in credit markets and volatility in equity markets may affect the ability to access sufficient funding.
  • Global political, economic, and military instability, including trade tensions between the U.S. and China, could negatively affect sales or profitability.
  • Global legislative and regulatory actions, such as the OECD's 15% global minimum tax, could materially change the worldwide effective corporate tax rate and global cash taxes.
  • U.S. federal tax laws could result in adverse consequences to U.S. persons owning 10% or more of shares, potentially deterring investment.
  • Incremental costs, risks, and regulations associated with efforts to combat climate change could impact the business.
  • Increasing scrutiny and expectations regarding environmental, social, and governance (ESG) matters could result in additional costs or reputational harm.
  • Dependence on the automotive and other industries means significant periodic downturns could materially affect results.
  • Intense competition in the electronic components industry could negatively impact prices, margins, and market share.
  • Dependence on market acceptance of new product introductions and innovations, with failure to introduce them timely causing operating results to suffer.
  • Risks and uncertainties related to the development and use of AI could harm the business, damage reputation, or lead to legal/regulatory action.
  • Pressure to lower prices has historically resulted in price erosion, requiring continuous cost reduction to maintain margins.
  • Consolidation of customers and vendors may adversely affect margins and negotiating power.
  • Short product life cycles may lead to write-offs of excess or obsolete inventory or equipment.
  • Potential material losses and costs from product liability, warranty, and product recall claims.
  • Sensitivity to raw material availability, quality, and cost, with shortages or price increases potentially impacting results.
  • Poor quality of components and products manufactured by third parties could harm the business.
  • Future success is significantly dependent on the ability to attract and retain management and executive management employees.
  • Cybersecurity incidents and other disruptions affecting information technology infrastructure or violations of data privacy laws could interfere with operations, compromise confidential information, and expose to liability.
  • Covenants in debt instruments could adversely affect the company if breached.
  • Future acquisitions may not be successful or could be dilutive.
  • Divestitures may have a material adverse effect on results.
  • Ability to compete effectively depends on maintaining the proprietary nature of products and technology, with risks of intellectual property litigation.
  • Litigation, regulatory actions, and compliance issues could subject the company to fines, penalties, and judgments.
  • Violations of anti-bribery laws (e.g., U.S. FCPA, UK Bribery Act) could disrupt business.
  • Operations expose the company to the risk of material environmental liabilities, litigation, and government enforcement actions.
  • Products are subject to various requirements related to chemical usage, hazardous material content, recycling, and other circular economy initiatives.
  • Irish jurisdiction of incorporation means laws differ from U.S. laws and may afford less protection to security holders.
  • Certain decisions related to capital structure require shareholder approval under Irish law, potentially limiting flexibility.
  • Provisions of articles of association could delay or prevent a third-party acquisition.
  • Transfers of ordinary shares may be subject to Irish stamp duty.
  • Dividends received may be subject to Irish dividend withholding tax.
  • Ordinary shares received by gift or inheritance could be subject to Irish capital acquisitions tax.
  • U.S. legislation could adversely impact results by denying government contracts to U.S. companies with corporate locations abroad.

Future Outlook

For the first quarter of fiscal 2026, net sales are expected to be approximately $4.5 billion, an increase from $3.8 billion in the first quarter of fiscal 2025, driven by sales growth in both Industrial Solutions and Transportation Solutions segments. Diluted earnings per share from continuing operations are projected to be approximately $2.33 per share. This outlook includes a positive foreign currency exchange rate impact of approximately $113 million on net sales and $0.02 per share on EPS, assuming current commodity prices and enacted tariffs.

Management Comments

  • 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.
  • We have not had and do not anticipate any material changes in our operations or financial results as a result of the merger and change in place of incorporation.
  • We have been able to mitigate increased costs and supply chain disruptions through productivity and/or price increases.
  • We are actively monitoring developments in tariff and trade policies and the potential impacts on our business. In addition, we are using pricing actions and sourcing changes to largely mitigate the impacts of new tariffs and changes in existing tariff rates.
  • We continue to monitor military conflicts in certain parts of the world as well as escalating tensions in surrounding countries and associated sanctions. These did not have a significant impact on our business, financial condition, or results of operations during fiscal 2025 and 2024.

Industry Context

TE Connectivity operates as a global industrial technology leader, with its performance in fiscal 2025 reflecting mixed industry trends. The strong growth in its Industrial Solutions segment, particularly in digital data networks driven by AI and cloud applications, aligns with the broader industry's increasing demand for advanced connectivity and sensor solutions in automation and data infrastructure. This indicates a successful pivot towards high-growth technology sectors. Conversely, the decline in the Transportation Solutions segment, especially in sensors and commercial transportation, suggests ongoing challenges in traditional automotive and heavy vehicle markets, possibly due to shifts in consumer demand, platform mix, and production levels. The company's strategic acquisitions, like Richards Manufacturing, demonstrate a proactive approach to expanding into resilient and growing sectors such as renewable energy applications, diversifying its revenue streams and strengthening its position against competitors like Amphenol and Molex who also serve these diverse markets.

Comparison to Industry Standards

  • The 72.6% organic net sales growth in Digital Data Networks, driven by AI and cloud applications, significantly outperforms general market growth rates for traditional connectivity solutions, indicating strong competitive positioning in high-growth technology areas.
  • The overall net sales growth of 8.9% and organic growth of 6.4% are competitive within the industrial technology sector, especially considering the mixed performance across segments.
  • The operating margin of 18.6% reflects efficient operations and cost management, which is a strong performance metric compared to many diversified industrial manufacturers.
  • The company's commitment to sustainability, evidenced by over 80% reduction in Scope 1 and 2 GHG emissions and SBTi validation, positions it favorably against industry peers in terms of environmental responsibility and long-term resilience.
  • The OSHA total recordable incident rate of 0.06 is exceptionally low, indicating a best-in-class safety performance compared to typical manufacturing industry benchmarks.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorN/AKenneth WashingtonNovember 17, 2025Appointment by the board of directors, increasing the board size from 12 to 13.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Jurisdiction of IncorporationChanged from Switzerland to Ireland, effective September 30, 2024, via a merger agreement. Shareholders received one ordinary share of TE Connectivity plc for each common share of TE Connectivity Ltd.September 30, 2024No material changes in operations or financial results are anticipated. Governed by Irish Companies Act 2014, which differs from U.S. laws and may afford less protection to security holders. Certain capital structure decisions require shareholder approval under Irish law.
Dividend Approval ProcessFollowing the change in place of incorporation, dividends on ordinary shares may be declared quarterly by the board of directors without shareholder approval.September 30, 2024Increases flexibility for the board in managing capital returns to shareholders.
Authorized Share CapitalThe board of directors is authorized to allot and issue shares up to the maximum of authorized but unissued share capital for a period of five years from September 30, 2024. This authorization will need to be renewed by shareholder resolution.September 30, 2024Provides the board with flexibility for future equity issuances, subject to periodic shareholder renewal and Irish law limitations on distributable reserves for dividends and share repurchases.
Plan Administrator for Supplemental Savings and Retirement PlanThe TE Connectivity Retirement Administrative Committee became the plan administrator, with the TE Connectivity Employee Benefits Administrative Committee responsible for appeals of denied claims.May 29, 2024Streamlines administration and appeals process for the supplemental savings and retirement plan.

Legal Proceedings

  • Subject to various legal proceedings and claims in the normal course of business, including product liability matters, employment disputes, commercial disputes, environmental matters, antitrust claims, trade compliance matters, and tax matters.
  • Operates in an industry susceptible to significant patent legal claims and is involved in a number of patent infringement actions.
  • Management does not expect the outcome of these proceedings, individually or in aggregate, to have a material effect on results of operations, financial position, or cash flows.
  • Environmental remediation matters at various sites are being investigated and cleaned up, with estimated costs in the reasonably possible range of $18 million to $44 million, and $23 million accrued as the probable loss. No material adverse effect expected.

Stakeholder Impact

  • Shareholders: Benefited from increased dividends ($2.72/share) and significant share repurchases ($1,356 million). However, net income was lower due to tax adjustments, and potential Irish stamp duty and dividend withholding tax could affect direct share transfers and dividend receipts.
  • Employees: Continued focus on human capital management, including diversity, engagement, training, and health/safety, with a low OSHA incident rate. Restructuring programs may impact some employees through cost reduction initiatives.
  • Customers: Benefited from new product introductions and innovations, particularly in digital data networks. However, market weakness in certain segments (sensors, commercial transportation) and inventory corrections in medical applications affected demand.
  • Suppliers: Subject to fluctuations in raw material prices (e.g., copper, gold, silver) and supply chain disruptions, which the company aims to mitigate through productivity and pricing actions.
  • Creditors: The company issued new senior notes to manage its debt profile and remains in compliance with all debt covenants, indicating a stable financial position for debt holders.

Next Steps

  • Continue to monitor and assess the implications of the evolving global minimum tax framework in the jurisdictions of operation.
  • Expect to contribute approximately $70 million to pension plans in fiscal 2026.
  • Anticipate capital spending levels to be approximately 5% of net sales in fiscal 2026.
  • Expect total restructuring charges to be approximately $100 million in fiscal 2026.
  • Complete the purchase price allocation for Richards Manufacturing during the third quarter of fiscal 2026.
  • Renew the board's authorization to allot shares upon its expiration (five years from September 30, 2024).
  • Continue to monitor developments pertaining to the SEC's final climate disclosure rules, effective for the company on a phased-in timeline starting in fiscal 2026.

Key Dates

DateDescription
June 29, 2007Original Effective Date of the TE Connectivity Supplemental Savings and Retirement Plan (Plan) and the separation of Tyco Electronics Ltd. from Tyco International Ltd.
January 27, 2015Date of the Stock and Asset Purchase Agreement for the BNS Divestiture.
January 1, 2016Effective date of RSIP amendment to provide Non-Standard Matching Contribution Structures.
January 1, 2017Effective date of the name change from Tyco Electronics Corporation to TE Connectivity Corporation and the Plan name change to TE Connectivity Supplemental Savings and Retirement Plan.
October 1, 2017Effective date for 100% vesting of past and future Matching Credits and Company Credits for actively employed Participants.
January 1, 2018Effective date of Plan amendments to incorporate prior changes, extend eligibility, and provide that Company contributions are only made to actively participating Participants.
September 27, 2019Fiscal year end for 2019.
September 25, 2020Fiscal year end for 2020.
January 1, 2021Effective date of Plan amendment to reflect RSIP Elections based on pre-tax and/or Roth percentage election.
September 1, 2021Effective date of Plan amendment for clarifying changes.
November 2021Beginning of performance stock unit award cycle for Terrence R. Curtin and Heath A. Mitts.
January 1, 2022Effective date of Plan amendment to exclude short-term disability pay from Base Pay.
September 30, 2022Fiscal year end for 2022.
January 1, 2023Effective date of Plan amendment for suspension of Compensation Deferrals and exclusion of short-term disability pay from Base Salary.
September 29, 2023Fiscal year end for 2023.
December 29, 2023Quarter end during which Schaffner Holding AG was acquired.
March 18, 2024Date of Merger Agreement between TE Connectivity Ltd. and TE Connectivity plc.
April 24, 2024Date of Second Amended and Restated Five-Year Senior Credit Agreement.
May 29, 2024Effective date for TE Connectivity Retirement Administrative Committee as Plan Administrator and TE Connectivity Employee Benefits Administrative Committee for appeals.
June 28, 2024Quarter end during which squeeze-out of Schaffner minority shareholders was completed.
August 2, 2024Date of Twentieth Supplemental Indenture.
September 24, 2024Date of Twenty First Supplemental Indenture and Assumption and Joinder Agreement.
September 27, 2024Fiscal year end for 2024.
September 30, 2024Completion date of the merger and change in jurisdiction of incorporation from Switzerland to Ireland. Also, date of adoption of Articles of Association and various amended and restated plans.
November 12, 2024Date of filing of Annual Report on Form 10-K for fiscal year ended September 27, 2024.
January 1, 2025Restated Effective Date of the TE Connectivity Supplemental Savings and Retirement Plan. Also, effective date for Ireland's implementation of OECD's global minimum tax rules.
January 31, 2025Date of Amended and Restated Indenture and First Supplemental Indenture.
April 1, 2025Acquisition date of Richards Manufacturing Co.
May 6, 2025Date of Second Supplemental Indenture.
May 9, 2025Date of Third and Fourth Supplemental Indentures.
March 28, 2025Last business day of the registrant's most recently completed second fiscal quarter, used for market value calculation.
July 4, 2025Enactment date of the One Big Beautiful Bill Act (OBBBA).
August 20, 2025Date Terrence R. Curtin adopted a Rule 10b5-1(c) plan for securities sale.
August 21, 2025Date Heath A. Mitts adopted a Rule 10b5-1(c) plan for securities sale.
September 26, 2025Fiscal year end for 2025.
September 2025Board of directors declared a regular quarterly cash dividend of $0.71 per ordinary share.
November 5, 2025Date for which the number of ordinary shares outstanding was reported.
November 6, 2025Date for which the number of ordinary shares outstanding was reported.
November 10, 2025Date of filing of this Annual Report on Form 10-K.
November 17, 2025Effective date of Kenneth Washington's appointment as a director.
November 21, 2025Record date for the $0.71 per share quarterly cash dividend.
December 2025Expected vesting of performance stock unit awards for Terrence R. Curtin and Heath A. Mitts.
December 12, 2025Payment date for the $0.71 per share quarterly cash dividend.
December 18, 2025Earliest potential sale date for 50% of net ordinary shares vesting in December 2025 for Terrence R. Curtin and Heath A. Mitts.
December 19, 2025Earliest potential sale date for remaining net ordinary shares vesting in December 2025 for Terrence R. Curtin and Heath A. Mitts.
December 31, 2025Expiration date of Heath A. Mitts' Rule 10b5-1(c) plan.
February 2026Maturity date for $500 million of 4.50% senior notes and $350 million of 3.70% senior notes.
Fiscal 2026Expected effective date for SEC's final climate disclosure rules (phased-in timeline). Expected pension contributions of ~$70 million. Expected capital spending of ~5% of net sales. Expected total restructuring charges of ~$100 million.
January 9, 2026Expiration date of Terrence R. Curtin's Rule 10b5-1(c) plan.
September 26, 2026Beginning of tax year when non-U.S. subsidiaries will not be treated as CFCs for U.S. federal income tax purposes.
Fiscal 2028Next occurrence of a 53-week fiscal year. Effective date for FASB's ASU No. 2024-03 on income statement expense disaggregation.
May 6, 2028Maturity date for 2.50% Senior Notes.
February 16, 2029Maturity date for 0.00% Senior Notes.
April 2029Maturity date for the five-year unsecured senior revolving credit facility.
January 31, 2033Maturity date for 3.25% Senior Notes.
Fiscal 2032Expected completion of restructuring actions commenced during fiscal 2025.

Recommendation

hold

The filing presents a mixed but generally positive picture. Strong overall net sales growth and exceptional organic growth in the Industrial Solutions segment (especially AI/cloud applications) are significant positives, indicating successful strategic positioning in high-demand areas. Robust cash flow from operations and continued capital returns to shareholders through dividends and share repurchases are also favorable. However, the substantial decline in reported net income and diluted EPS due to a large, non-operational tax adjustment (related to a Swiss tax credit and OECD guidance) creates a headline negative that could overshadow operational improvements. The Transportation Solutions segment also showed weakness. Given the strong operational performance and strategic moves, but tempered by the tax impact on net income and mixed segment performance, a 'hold' recommendation is appropriate. Investors should monitor the continued growth in Industrial Solutions and the recovery in Transportation, as well as the long-term implications of the global minimum tax.

Keywords

Connectivity Solutions, Sensor Solutions, Industrial Technology, Automotive, Digital Data Networks, Aerospace Defense Marine, Energy, Automation, AI, Machine Learning, SEC Filing, 10-K, Financial Results, Acquisitions, Share Repurchase, Dividends, Corporate Governance, Risk Management, Sustainability, Ireland Redomiciliation

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