10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 30, 2011
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

001-33260
(Commission File Number)

TE CONNECTIVITY LTD.
(Exact name of registrant as specified in its charter)

Switzerland (Jurisdiction of Incorporation)	98-0518048 (I.R.S. Employer Identification No.)
Rheinstrasse 20 CH-8200 Schaffhausen, Switzerland (Address of principal executive offices)
+41 (0)52 633 66 61 (Registrant's telephone number)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        The number of common shares outstanding as of January 24, 2012 was 426,179,148.

TE CONNECTIVITY LTD.
INDEX TO FORM 10-Q

		Page
Part I.	Financial Information
Item 1.	Financial Statements		1
	Condensed Consolidated Statements of Operations for the Quarters Ended December 30, 2011 and December 24, 2010 (Unaudited)		1
	Condensed Consolidated Balance Sheets as of December 30, 2011 and September 30, 2011 (Unaudited)		2
	Condensed Consolidated Statements of Cash Flows for the Quarters Ended December 30, 2011 and December 24, 2010 (Unaudited)		3
	Notes to Condensed Consolidated Financial Statements (Unaudited)		4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		56
Item 4.	Controls and Procedures		57
Part II.	Other Information
Item 1.	Legal Proceedings		58
Item 1A.	Risk Factors		58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		59
Item 3.	Defaults Upon Senior Securities		59
Item 4.	Reserved		59
Item 5.	Other Information		59
Item 6.	Exhibits		60
Signatures			61

PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions, except per share data)
Net sales	$	3,309		$	3,200
Cost of sales		2,326			2,179
Gross margin		983			1,021
Selling, general, and administrative expenses		398			402
Research, development, and engineering expenses		184			163
Acquisition and integration costs		4			17
Restructuring and other charges, net		19			39
Operating income		378			400
Interest income		5			5
Interest expense		(38	)		(35	)
Other income, net		1			12
Income from continuing operations before income taxes		346			382
Income tax expense		(92	)		(113	)
Income from continuing operations		254			269
Income (loss) from discontinued operations, net of income taxes		8			(3	)
Net income		262			266
Less: net income attributable to noncontrolling interests		(2	)		(1	)
Net income attributable to TE Connectivity Ltd.	$	260		$	265
Amounts attributable to TE Connectivity Ltd.:
Income from continuing operations	$	252		$	268
Income (loss) from discontinued operations		8			(3	)
Net income	$	260		$	265
Basic earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations	$	0.59		$	0.60
Income (loss) from discontinued operations		0.02			—
Net income	$	0.61		$	0.60
Diluted earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations	$	0.59		$	0.60
Income (loss) from discontinued operations		0.02			(0.01	)
Net income	$	0.61		$	0.59
Dividends and cash distributions paid per common share of TE Connectivity Ltd.	$	0.18		$	0.16
Weighted-average number of shares outstanding:
Basic		425			444
Diluted		429			449

See Notes to Condensed Consolidated Financial Statements.

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TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	December 30, 2011			September 30, 2011
	(in millions, except share data)
Assets
Current Assets:
Cash and cash equivalents	$	1,390		$	1,219
Accounts receivable, net of allowance for doubtful accounts of $41 and $39, respectively		2,241			2,425
Inventories		1,918			1,939
Prepaid expenses and other current assets		625			646
Deferred income taxes		403			403
Total current assets		6,577			6,632
Property, plant, and equipment, net		3,090			3,163
Goodwill		3,569			3,586
Intangible assets, net		638			655
Deferred income taxes		2,322			2,365
Receivable from Tyco International Ltd. and Covidien plc		1,068			1,066
Other assets		259			256
Total Assets	$	17,523		$	17,723
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$	896		$	1
Accounts payable		1,393			1,483
Accrued and other current liabilities		1,434			1,772
Deferred revenue		97			145
Total current liabilities		3,820			3,401
Long-term debt		1,950			2,668
Long-term pension and postretirement liabilities		1,174			1,204
Deferred income taxes		333			333
Income taxes		2,139			2,122
Other liabilities		517			511
Total Liabilities		9,933			10,239
Commitments and contingencies (Note 11)
Equity:
TE Connectivity Ltd. Shareholders' Equity:
Common shares, 463,080,684 shares authorized and issued, CHF 1.37 par value		593			593
Contributed surplus		7,578			7,604
Accumulated earnings		344			84
Treasury shares, at cost, 37,351,457 and 39,303,550 shares, respectively		(1,184	)		(1,235	)
Accumulated other comprehensive income		250			428
Total TE Connectivity Ltd. shareholders' equity		7,581			7,474
Noncontrolling interests		9			10
Total Equity		7,590			7,484
Total Liabilities and Equity	$	17,523		$	17,723

See Notes to Condensed Consolidated Financial Statements.

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TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Cash Flows From Operating Activities:
Net income	$	262		$	266
(Income) loss from discontinued operations, net of income taxes		(8	)		3
Income from continuing operations		254			269
Adjustments to reconcile net cash provided by operating activities:
Depreciation and amortization		143			133
Deferred income taxes		52			105
Provision for losses on accounts receivable and inventories		27			6
Share-based compensation expense		18			22
Other		(9	)		(12	)
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net		88			7
Inventories		(83	)		(106	)
Prepaid expenses and other current assets		18			43
Accounts payable		(44	)		4
Accrued and other current liabilities		(211	)		(345	)
Income taxes		(13	)		—
Deferred revenue		(46	)		(12	)
Long-term pension and postretirement liabilities		7			22
Other		9			18
Net cash provided by continuing operating activities		210			154
Net cash used in discontinued operating activities		(3	)		—
Net cash provided by operating activities		207			154
Cash Flows From Investing Activities:
Capital expenditures		(130	)		(117	)
Proceeds from sale of property, plant, and equipment		5			8
Proceeds from sale of short-term investments		—			37
Acquisition of business, net of cash acquired		—			(717	)
Other		(1	)		(4	)
Net cash used in investing activities		(126	)		(793	)
Cash Flows From Financing Activities:
Net increase (decrease) in commercial paper		179			(100	)
Proceeds from long-term debt		—			249
Proceeds from exercise of share options		12			24
Repurchase of common shares		(17	)		(45	)
Payment of common share dividends and cash distributions to shareholders		(77	)		(71	)
Other		(7	)		(4	)
Net cash provided by continuing financing activities		90			53
Net cash provided by discontinued financing activities		3			—
Net cash provided by financing activities		93			53
Effect of currency translation on cash		(3	)		3
Net increase (decrease) in cash and cash equivalents		171			(583	)
Cash and cash equivalents at beginning of period		1,219			1,990
Cash and cash equivalents at end of period	$	1,390		$	1,407

See Notes to Condensed Consolidated Financial Statements.

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

Basis of Presentation

        The unaudited Condensed Consolidated Financial Statements of TE Connectivity Ltd. ("TE Connectivity" or the "Company," which may be referred to as "we," "us," or "our") have been prepared in United States Dollars, in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ materially from these estimates. In management's opinion, the unaudited Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period.

        The Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended. The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

        Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2012 and fiscal 2011 are to our fiscal years ending September 28, 2012 and September 30, 2011, respectively.

Reclassifications

        We have reclassified certain items on our Condensed Consolidated Financial Statements to conform to the current year presentation.

2. Accounting Pronouncements

Recently Issued Accounting Pronouncements

        In December 2011 and June 2011, the Financial Accounting Standards Board ("FASB") issued updates to guidance in Accounting Standards Codification ("ASC") 220, Comprehensive Income, that change the presentation and disclosure requirements of comprehensive income in interim and annual financial statements. These updates to ASC 220 are effective for us in the first quarter of fiscal 2013 with early adoption permitted. Adoption is not expected to have a material impact on our Condensed Consolidated Financial Statements.

        In December 2011, the FASB issued an update to guidance in ASC 210, Balance Sheet, that enhances the disclosure requirements related to offsetting assets and liabilities. This update to ASC 210 is effective for us in the first quarter of fiscal 2014. Adoption is not expected to have a material impact on our Condensed Consolidated Financial Statements.

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

3. Restructuring and Other Charges, Net

        Charges (credits) to operations by segment were as follows:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Transportation Solutions	$	(4	)	$	1
Communications and Industrial Solutions		17			3
Network Solutions		6			35
Restructuring and related charges, net	$	19		$	39

        Amounts recognized on the Condensed Consolidated Statements of Operations were as follows:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Cash charges	$	20		$	39
Non-cash credits		(1	)		—
Restructuring and related charges, net	$	19		$	39

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

3. Restructuring and Other Charges, Net (Continued)

Restructuring and Related Cash Charges

        Activity in our restructuring reserves during the first quarter of fiscal 2012 is summarized as follows:

	Balance at September 30, 2011		Charges		Utilization			Changes in Estimate			Currency Translation			Balance at December 30, 2011
	(in millions)
Fiscal 2012 Actions:
Employee severance	$	—	$	23	$	(3	)	$	—		$	—		$	20
Facilities exit costs		—		—		—			—			—			—
Other		—		—		—			—			—			—
Total		—		23		(3	)		—			—			20
Fiscal 2011 Actions:
Employee severance		111		3		(28	)		(8	)		(2	)		76
Facilities exit costs		4		—		(1	)		—			—			3
Other		1		—		—			—			—			1
Total		116		3		(29	)		(8	)		(2	)		80
Pre-Fiscal 2011 Actions:
Employee severance		33		1		(7	)		—			(1	)		26
Facilities exit costs		31		1		(2	)		—			(1	)		29
Other		2		—		(1	)		—			—			1
Total		66		2		(10	)		—			(2	)		56
Total Activity	$	182	$	28	$	(42	)	$	(8	)	$	(4	)	$	156

Fiscal 2012 Actions

        We initiated restructuring programs during fiscal 2012 which were primarily associated with headcount reductions in our Communications and Industrial Solutions segment. In connection with these actions, during the quarter ended December 30, 2011, we recorded net restructuring charges of $23 million primarily related to employee severance and benefits. We expect to complete all restructuring activities commenced in fiscal 2012 by the end of fiscal 2013. Cash spending related to this plan was $3 million in the first quarter of fiscal 2012. We expect total cash spending to be approximately $17 million and $6 million in fiscal 2012 and 2013, respectively.

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

3. Restructuring and Other Charges, Net (Continued)

        The following table summarizes costs incurred for fiscal 2012 actions by segment:

	Costs Incurred For the Quarter Ended December 30, 2011
	(in millions)
Transportation Solutions	$	3
Communications and Industrial Solutions		15
Network Solutions		5
Total	$	23

Fiscal 2011 Actions

        We initiated restructuring programs during fiscal 2011 which were primarily associated with the acquisition of ADC Telecommunications, Inc. ("ADC") and related headcount reductions in the Network Solutions segment. Additionally, we increased reductions in force as a result of economic conditions, primarily in the Communications and Industrial Solutions segment. In connection with these actions, during the quarters ended December 30, 2011 and December 24, 2010, we recorded net restructuring credits of $5 million and charges of $37 million, respectively, which primarily related to employee severance and benefits. We expect to complete all restructuring activities commenced in fiscal 2011 by the end of fiscal 2012 and to incur additional charges of approximately $5 million, primarily in the Communications and Industrial Solutions segment. Cash spending related to this plan was $29 million in the first quarter of fiscal 2012. We expect total cash spending to be approximately $99 million and $15 million in fiscal 2012 and 2013, respectively.

        The following table summarizes costs incurred during the quarter ended December 30, 2011 and cumulative costs incurred for fiscal 2011 actions by segment:

	Costs Incurred For the Quarter Ended December 30, 2011			Cumulative Costs Incurred
	(in millions)
Transportation Solutions	$	(7	)	$	1
Communications and Industrial Solutions		2			81
Network Solutions		—			81
Total	$	(5	)	$	163

Pre-Fiscal 2011 Actions

        We initiated restructuring programs during fiscal 2010 primarily relating to headcount reductions in the Transportation Solutions segment. We initiated restructuring programs during fiscal 2009 primarily relating to headcount reductions and manufacturing site closures across all segments in response to economic conditions and the implementation of our manufacturing simplification plan. We have completed all restructuring activities commenced in fiscal 2010 and 2009. In connection with these pre-fiscal 2011 actions, during the quarters ended December 30, 2011 and December 24, 2010, we

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

3. Restructuring and Other Charges, Net (Continued)

recorded net restructuring charges of $2 million and $2 million, respectively. Cash spending related to these plans was $10 million in the first quarter of fiscal 2012, and we expect total cash spending of approximately $31 million and $6 million in fiscal 2012 and 2013, respectively.

        During fiscal 2002, we recorded restructuring charges related to a significant downturn in the telecommunications industry and certain other end markets. These actions have been completed. As of December 30, 2011, the remaining restructuring reserves related to fiscal 2002 actions were $29 million, relating to exited lease facilities in the Subsea Communications business in the Network Solutions segment. We expect that the remaining reserves will continue to be paid out over the expected terms of the obligations which range from one to fifteen years.

Total Restructuring Reserves

        Restructuring reserves by segment were as follows:

	December 30, 2011		September 30, 2011
	(in millions)
Transportation Solutions	$	22	$	32
Communications and Industrial Solutions		66		72
Network Solutions		68		78
Restructuring reserves	$	156	$	182

        Restructuring reserves were included on our Condensed Consolidated Balance Sheets as follows:

	December 30, 2011		September 30, 2011
	(in millions)
Accrued and other current liabilities	$	115	$	136
Other liabilities		41		46
Restructuring reserves	$	156	$	182

4. Acquisition

Anticipated Acquisition

        On December 14, 2011, we entered into a Sale and Purchase Agreement (the "SPA") to acquire Deutsch Group SAS ("Deutsch"), a global leader in high-performance connectors for harsh environments, from Deutsch's current shareholders (the "Sellers"). Pursuant to the SPA, we have agreed to pay the Sellers consideration of €1.15 billion (or approximately $1.49 billion using a December 30, 2011 exchange rate of $1.29 per €1.00), which will not be subject to an adjustment based on Deutsch's performance prior to closing and will accrue interest at a per annum rate of 5.5% after February 28, 2012 if the transaction has not closed prior to that date. The total value of the transaction amounts to €1.55 billion (approximately $2.0 billion using an exchange rate of $1.29 per €1.00), which includes Deutsch's debt to be repaid at closing.

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

4. Acquisition (Continued)

        The transaction is expected to close by the end of the third quarter of fiscal 2012. The close of the transaction is subject to customary regulatory conditions including foreign investments approval by the French Ministry of Economy and Finance, approval of the Committee on Foreign Investment in the U.S. and antitrust clearances. The transaction terms also include termination rights, including a termination fee of €50 million payable to the Sellers by us if the transaction does not close.

        During the first quarter of fiscal 2012, the Condensed Consolidated Statements of Operations included $4 million of acquisition costs related to acquiring Deutsch.

5. Discontinued Operations

        The following table presents pre-tax gain (loss) on sale and income tax (expense) benefit from discontinued operations:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Pre-tax income from discontinued operations	$	13		$	—
Pre-tax loss on sale of discontinued operations		—			(4	)
Income tax (expense) benefit		(5	)		1
Income (loss) from discontinued operations, net of income taxes	$	8		$	(3	)

        In the first quarter of fiscal 2012, we recorded a $21 million partial recovery of a prior loss, net of legal fees, to pre-tax income from discontinued operations in connection with a favorable judgment related to our former Wireless Systems business's State of New York contract. See Note 11 for additional information regarding the State of New York contract. Pre-tax income from discontinued operations in the first quarter of fiscal 2012 also included a $5 million charge related to an unfavorable judgment associated with a holdback of purchase price of a previously acquired business which was subsequently divested in connection with the sale of our Radio Frequency Components and Subsystem business in fiscal 2008.

6. Inventories

        Inventories consisted of the following:

	December 30, 2011		September 30, 2011
	(in millions)
Raw materials	$	315	$	301
Work in progress		564		550
Finished goods		952		1,005
Inventoried costs on long-term contracts		87		83
Inventories	$	1,918	$	1,939

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

7. Goodwill

        The changes in the carrying amount of goodwill by segment were as follows:

	Transportation Solutions			Communications and Industrial Solutions			Network Solutions			Total
	(in millions)
Balance at September 30, 2011:
Goodwill	$	2,712		$	3,314		$	2,235		$	8,261
Accumulated impairment losses		(2,191	)		(1,459	)		(1,025	)		(4,675	)
Goodwill, net of impairment losses		521			1,855			1,210			3,586
Changes in goodwill:
Currency translation		(2	)		(9	)		(6	)		(17	)
Balance at December 30, 2011:
Goodwill		2,710			3,305			2,229			8,244
Accumulated impairment losses		(2,191	)		(1,459	)		(1,025	)		(4,675	)
Goodwill, net of impairment losses	$	519		$	1,846		$	1,204		$	3,569

8. Intangible Assets, Net

        Intangible assets were as follows:

	December 30, 2011							September 30, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in millions)
Intellectual property	$	850	$	(404	)	$	446	$	850	$	(394	)	$	456
Customer relationships		176		(18	)		158		176		(13	)		163
Other		54		(20	)		34		55		(19	)		36
Total	$	1,080	$	(442	)	$	638	$	1,081	$	(426	)	$	655

        Intangible asset amortization expense was $15 million and $11 million for the quarters ended December 30, 2011 and December 24, 2010, respectively.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

8. Intangible Assets, Net (Continued)

        The estimated aggregate amortization expense on intangible assets is expected to be as follows:

	(in millions)
Remainder of fiscal 2012	$	45
Fiscal 2013		59
Fiscal 2014		60
Fiscal 2015		61
Fiscal 2016		62
Fiscal 2017		62
Thereafter		289
Total	$	638

9. Debt

        Debt was as follows:

	December 30, 2011		September 30, 2011
	(in millions)
6.00% senior notes due 2012	$	716	$	716
5.95% senior notes due 2014		300		300
6.55% senior notes due 2017		735		736
4.875% senior notes due 2021		269		269
7.125% senior notes due 2037		475		475
3.50% convertible subordinated notes due 2015		90		90
Commercial paper, at a weighted-average interest rate of 0.46%		179		—
Other		82		83
Total debt(1)		2,846		2,669
Less current maturities of long-term debt(2)		896		1
Long-term debt	$	1,950	$	2,668

(1)

Senior notes are presented at face amount and, if applicable, are net of unamortized discount and the fair value of interest rate swaps.

(2)

The current maturities of long-term debt at December 30, 2011 was comprised of the 6.00% senior notes due 2012, commercial paper, and a portion of amounts shown as other. The current maturities of long-term debt at September 30, 2011 was comprised of a portion of amounts shown as other.

        In December 2011, Tyco Electronics Group S.A. ("TEGSA"), our wholly-owned subsidiary, entered into a 364-day credit agreement ("364-Day Credit Facility") with total commitments of $700 million. Under the terms of the agreement, the commitments will be reduced upon certain events, including the incurrence of certain types of debt, certain equity issuances, and certain dispositions. TEGSA had no borrowings under the 364-Day Credit Facility at December 30, 2011.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

9. Debt (Continued)

        Borrowings under the 364-Day Credit Facility will bear interest at a rate per annum equal to, at the option of TEGSA, (1) the London interbank offered rate ("LIBOR") plus an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA, or (2) an alternate base rate equal to the highest of (i) JP Morgan Chase Bank, N.A. New York branch's prime rate, (ii) the federal funds effective rate plus ¹/2 of 1%, and (iii) one-month LIBOR plus 1%, plus, in each case, an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA. TEGSA is required to pay an annual facility fee ranging from 10.0 to 22.5 basis points based upon the amount of the lenders' commitments under the 364-Day Credit Facility and the applicable credit ratings of TEGSA.

        In June 2011, TEGSA entered into a five-year unsecured senior revolving credit facility ("Five-Year Credit Facility"), with total commitments of $1,500 million. TEGSA had no borrowings under the Five-Year Credit Facility at December 30, 2011 and September 30, 2011.

        The 364-Day Credit Facility and the Five-Year Credit Facility (together, the "Credit Facilities") contain financial ratio covenants providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt (as defined in the Credit Facilities) to Consolidated EBITDA (as defined in the Credit Facilities) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.5 to 1.0, an Event of Default (as defined in the Credit Facilities) is triggered. The Credit Facilities and our other debt agreements contain other customary covenants.

        TEGSA's payment obligations under its senior notes, commercial paper, and Credit Facilities are fully and unconditionally guaranteed by TE Connectivity Ltd. Neither TE Connectivity Ltd. nor any of its subsidiaries provides a guarantee as to payment obligations under the 3.50% convertible subordinated notes due 2015 and other notes issued by ADC prior to its acquisition in December 2010.

        We have used, and continue to use, derivative instruments to manage interest rate risk. See Note 12 for information on options to enter into interest rate swaps ("swaptions"), forward starting interest rate swaps, and interest rate swaps.

        The fair value of our debt, based on indicative valuations, was approximately $3,148 million and $2,970 million at December 30, 2011 and September 30, 2011, respectively.

10. Guarantees

        Pursuant to the Separation and Distribution Agreement and Tax Sharing Agreement, upon separation from Tyco International Ltd. ("Tyco International") on June 29, 2007, we entered into certain guarantee commitments and indemnifications with Tyco International and Covidien plc ("Covidien"). Under these agreements, principally the Tax Sharing Agreement, we, Tyco International, and Covidien share 31%, 27%, and 42%, respectively, of certain contingent liabilities relating to unresolved pre-separation tax matters of Tyco International. The effect of the Tax Sharing Agreement is to indemnify us for 69% of certain liabilities settled in cash by us with respect to unresolved pre-separation tax matters. Pursuant to that indemnification, we have made similar indemnifications to Tyco International and Covidien with respect to 31% of certain liabilities settled in cash by the companies relating to unresolved pre-separation tax matters. If any of the companies responsible for all or a portion of such liabilities were to default in its payment of costs or expenses related to any such liability, we would be responsible for a portion of the defaulting party or parties' obligation. In addition, Tyco International and Covidien are responsible for their tax liabilities that are not subject to

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FINANCIAL STATEMENTS (UNAUDITED) (Continued)

10. Guarantees (Continued)

the Tax Sharing Agreement's sharing formula. Our indemnification created under the Tax Sharing Agreement qualifies as a guarantee of a third party entity's debt under ASC 460, Guarantees.

        At December 30, 2011, we had a liability representing the indemnifications made to Tyco International and Covidien pursuant to the Tax Sharing Agreement of $250 million of which $230 million was reflected in other liabilities and $20 million was reflected in accrued and other current liabilities on the Condensed Consolidated Balance Sheet. At September 30, 2011, the liability was $249 million and consisted of $228 million in other liabilities and $21 million in accrued and other current liabilities. The amount reflected in accrued and other current liabilities is our estimated cash obligation under the Tax Sharing Agreement to Tyco International and Covidien in connection with pre-separation tax matters that could be resolved within one year.

        We have assessed the probable future cash payments to Tyco International and Covidien for pre-separation income tax matters pursuant to the terms of the Tax Sharing Agreement and determined that $250 million remains sufficient to satisfy these expected obligations.

        In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We have no reason to believe that these uncertainties would have a material adverse effect on our results of operations, financial position, or cash flows.

        At December 30, 2011, we had outstanding letters of credit and letters of guarantee in the amount of $425 million.

        In the normal course of business, we are liable for contract completion and product performance. In the opinion of management, such obligations will not significantly affect our results of operations, financial position, or cash flows.

        We generally record estimated product warranty costs when contract revenues are recognized under the percentage-of-completion method for construction related contracts and at the time of sale for products. The estimation is primarily based on historical experience and actual warranty claims. Amounts accrued for warranty claims at December 30, 2011 and September 30, 2011 were $56 million and $60 million, respectively.

11. Commitments and Contingencies

TE Connectivity Legal Proceedings

        In the ordinary course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

11. Commitments and Contingencies (Continued)

Legal Matters under Separation and Distribution Agreement

        The Separation and Distribution Agreement among us, Tyco International, and Covidien provided for the allocation among the parties of Tyco International's assets, liabilities, and obligations attributable to periods prior to our and Covidien's separations from Tyco International on June 29, 2007. Under the Separation and Distribution Agreement, we assumed the liability for, and control of, all pending and threatened legal matters at separation related to our business or assumed or retained liabilities. We were responsible for 31% of certain liabilities that arose from litigation pending or threatened at separation that was not allocated to one of the three parties, and Tyco International and Covidien were responsible for 27% and 42%, respectively, of such liabilities. If any party defaults in payment of its allocated share of any such liability, each non-defaulting party will be responsible for an equal portion of the amount in default together with any other non-defaulting party, although any such payments will not release the obligation of the defaulting party. Subject to the terms and conditions of the Separation and Distribution Agreement, Tyco International manages and controls all the legal matters related to the shared contingent liabilities, including the defense or settlement thereof, subject to certain limitations. All costs and expenses that Tyco International incurs in connection with the defense of such litigation, other than the amount of any judgment or settlement, which is allocated in the manner described above, will be borne equally by Tyco International, Covidien, and us. At the present time, all significant matters for which we shared responsibility with Tyco International and Covidien under the Separation and Distribution Agreement, which as previously reported in our periodic filings generally related to securities class action cases and other securities cases, have been settled. Other than matters described below under "Compliance Matters," we presently are not aware of any additional legal matters which may arise for which we would bear a portion of the responsibility under the Separation and Distribution Agreement.

Compliance Matters

        As previously reported in our periodic filings, Tyco International received and has responded to various allegations that certain improper payments were made by Tyco International subsidiaries, including our subsidiaries, in recent years prior to the separation. Tyco International reported to the U.S. Department of Justice and the Securities and Exchange Commission the investigative steps and remedial measures that it had taken in response to the allegations, including that it retained outside counsel to perform a company-wide baseline review of its policies, controls, and practices with respect to compliance with the Foreign Corrupt Practices Act ("FCPA"), and that it would continue to investigate and make periodic progress reports to these agencies. To date, our baseline review has revealed that some of our former business practices may not have complied with FCPA requirements. At this time, we believe we have adequate amounts recorded related to these matters, the amounts of which are not significant. Any judgment, settlement, or other cost incurred by Tyco International in connection with these matters not specifically allocated to Tyco International, Covidien, or us would be subject to the liability sharing provisions of the Separation and Distribution Agreement.

Income Taxes

        In prior years, in connection with the Internal Revenue Service ("IRS") audit of various fiscal years, Tyco International submitted to the IRS proposed adjustments to prior period U.S. federal

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FINANCIAL STATEMENTS (UNAUDITED) (Continued)

11. Commitments and Contingencies (Continued)

income tax returns resulting in a reduction in the taxable income previously filed. The IRS accepted substantially all of the proposed adjustments for fiscal 1997 through 2000 for which the IRS had completed its field work. On the basis of previously accepted amendments, we have determined that acceptance of adjustments presented for additional periods through fiscal 2006 is more likely than not to be accepted and, accordingly, have recorded them, as well as the impacts of the adjustments accepted by the IRS, on the Condensed Consolidated Financial Statements.

        As our tax return positions continue to be updated for periods prior to separation, additional adjustments may be identified and recorded on the Condensed Consolidated Financial Statements. While the final adjustments cannot be determined until the income tax return amendment process is completed and accepted by the IRS, we believe that any resulting adjustments will not have a material impact on our results of operations, financial position, or cash flows. Additionally, adjustments may be recorded to equity in the future for the impact of filing final or amended income tax returns in certain jurisdictions where those returns include a combination of Tyco International, Covidien, and/or our subsidiaries for the periods prior to the separation.

        During fiscal 2007, the IRS concluded its field examination of certain of Tyco International's U.S. federal income tax returns for the years 1997 through 2000 and issued Revenue Agent Reports which reflect the IRS' determination of proposed tax adjustments for the 1997 through 2000 period. Tyco International has appealed certain proposed adjustments totaling approximately $1 billion. Additionally, the IRS proposed civil fraud penalties against Tyco International arising from alleged actions of former executives in connection with certain intercompany transfers of stock in 1998 and 1999. Based upon statutory guidelines, Tyco International estimates the proposed penalties could range between $30 million and $50 million. The penalty is asserted against a prior subsidiary of Tyco International that was distributed to us in connection with the separation. Any penalty ultimately imposed upon our subsidiary would be subject to sharing with Tyco International and Covidien under the Tax Sharing Agreement. It is our understanding that Tyco International continues to make progress towards resolving a substantial number of proposed tax adjustments for the years 1997 through 2000; however, several significant matters remain in dispute. The remaining issues in dispute involve the tax treatment of certain intercompany debt transactions. Tyco International has indicated that it is unlikely to achieve the resolution of these contested adjustments through the IRS appeals process, and therefore may be required to litigate the disputed issues. For those issues not remaining in dispute, it is likely that Tyco International will settle with the IRS and pay any related deficiencies within the next twelve months. Over the next twelve months, we expect to pay approximately $70 million, inclusive of related indemnification payments, in connection with pre-separation tax matters.

        During fiscal 2011, the IRS completed its field examination of certain Tyco International income tax returns for the years 2001 through 2004, issued Revenue Agent Reports which reflect the IRS' determination of proposed tax adjustments for the 2001 through 2004 period, and issued certain notices of deficiency. In connection with the completion of fieldwork and the settlement of certain tax matters, we made net cash payments of $154 million related to pre-separation deficiencies in the fourth quarter of fiscal 2011.

        The IRS commenced its audit of certain Tyco International income tax returns for the years 2005 through 2007 in fiscal 2011.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

11. Commitments and Contingencies (Continued)

        During the first quarter of fiscal 2012, the IRS indicated that it would begin the audit of our income tax returns for the years 2008 through 2010 in fiscal 2012.

        At December 30, 2011 and September 30, 2011, we have reflected $218 million and $232 million, respectively, of income tax liabilities related to the audits of Tyco International's and our income tax returns in accrued and other current liabilities as certain of these matters could be resolved within the next twelve months.

        We continue to believe that the amounts recorded on our Condensed Consolidated Financial Statements relating to the matters discussed above are appropriate. However, the ultimate resolution is uncertain and could result in a material impact to our results of operations, financial position, or cash flows.

Environmental Matters

        We are involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods. As of December 30, 2011, we concluded that it was probable that we would incur remedial costs in the range of $12 million to $23 million. As of December 30, 2011, we concluded that the best estimate within this range is $12 million, of which $4 million is included in accrued and other current liabilities and $8 million is included in other liabilities on the Condensed Consolidated Balance Sheet. In view of our financial position and reserves for environmental matters of $12 million, we believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows.

Matters Related to Our Former Wireless Systems Business

        Certain liabilities and contingencies related to our former Wireless Systems business were retained by us when this business was sold in fiscal 2009. These include certain retained liabilities related to the State of New York contract and a contingent purchase price commitment related to the acquisition of Com-Net by the Wireless Systems business in 2001. See additional information below.

State of New York Contract

        In September 2005, we were awarded a twenty-year lease contract with the State of New York to construct, operate, and maintain a statewide wireless communications network for use by state and municipal first responders. In August 2008, we were served by the State with a default notice related to the first regional network, pursuant to the contract. In January 2009, the State notified us that, in the State's opinion, we had not fully remediated issues cited by the State and it had determined that we were in default of the contract and that it had exercised its right to terminate the contract. The State contended that it had the right under the contract to recoup costs incurred by the State in conjunction with the implementation of the network, and as a result of this contention, in January 2009, the State drew down $50 million against an irrevocable standby letter of credit funded by us.

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FINANCIAL STATEMENTS (UNAUDITED) (Continued)

11. Commitments and Contingencies (Continued)

        In February 2009, we filed a claim in the New York Court of Claims, seeking over $100 million in damages, and alleging a number of causes of action, including breach of contract, unjust enrichment, defamation, conversion, breach of the covenant of good faith and fair dealing, the imposition of a constructive trust, and seeking a declaration that the State terminated the contract "for convenience." In September 2009, the Court granted the State's motion to dismiss all counts of the complaint, with the exception of the breach of contract claim and a claim for breach of warranty in connection with the State's drawdown on the $50 million letter of credit. In November 2009, the State filed an answer to the complaint and counterclaim asserting breach of contract and alleging that the State has incurred damages in excess of $275 million. We moved to dismiss the counterclaim in February 2010, and in June 2010 the Court denied our motion. We filed our answer to the State's counterclaim in July 2010. On December 27, 2011, the Court of Claims entered judgment in our favor in the amount of $25 million, payment of which is expected to be made in the third quarter of fiscal 2012. The Court also dismissed the State's counterclaim against us with prejudice. The Court's judgment resolves all outstanding issues between the parties in this matter. The $25 million judgment is reflected in income from discontinued operations on the Condensed Consolidated Statement of Operations for the quarter ended December 30, 2011.

Com-Net

        At December 30, 2011, we had a contingent purchase price commitment of $80 million related to our fiscal 2001 acquisition of Com-Net. This represents the maximum amount payable to the former shareholders of Com-Net only after the construction and installation of a communications system for the State of Florida was completed and approved by the State of Florida in accordance with guidelines set forth in the contract. Under the terms of the purchase and sale agreement, we do not believe we have any obligation to the sellers. However, the sellers have contested our position and initiated a lawsuit in June 2006 in the Court of Common Pleas in Allegheny County, Pennsylvania, which is in the discovery phase. A liability for this contingency has not been recorded on the Condensed Consolidated Financial Statements as we do not believe that any payment is probable or reasonably estimable at this time.

12. Financial Instruments

        We use derivative and non-derivative financial instruments to manage certain exposures to foreign currency, interest rate, investment, and commodity risks.

Foreign Exchange Risks

        As part of managing the exposure to changes in foreign currency exchange rates, we utilize foreign currency forward and swap contracts, a portion of which are designated as cash flow hedges. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in foreign currency exchange rates on intercompany transactions, accounts receivable, accounts payable, and other cash transactions.

        We expect that significantly all of the balance in accumulated other comprehensive income associated with the cash flow hedge-designated instruments addressing foreign exchange risks will be reclassified into the Condensed Consolidated Statements of Operations within the next twelve months.

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FINANCIAL STATEMENTS (UNAUDITED) (Continued)

12. Financial Instruments (Continued)

Interest Rate and Investment Risk Management

        We issue debt, from time to time, to fund our operations and capital needs. Such borrowings can result in interest rate exposure. To manage the interest rate exposure, we use interest rate swaps to convert a portion of fixed-rate debt into variable-rate debt. We use forward starting interest rate swaps and swaptions to manage interest rate exposure in periods prior to the anticipated issuance of fixed-rate debt. We also utilize interest rate swap contracts, a portion of which are designated as cash flow hedges, to manage interest rate and earnings exposure on cash and cash equivalents and certain non-qualified deferred compensation liabilities.

Commodity Hedges

        As part of managing the exposure to certain commodity price fluctuations, we utilize commodity swap contracts designated as cash flow hedges. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in prices of commodities used in production.

        At December 30, 2011 and September 30, 2011, our commodity hedges had notional values of $237 million and $211 million, respectively. We expect that significantly all of the balance in accumulated other comprehensive income associated with the commodities hedges will be reclassified into the Condensed Consolidated Statements of Operations within the next twelve months.

Hedges of Net Investment

        We hedge our net investment in certain foreign operations using intercompany non-derivative financial instruments denominated in the same currencies. The aggregate notional value of these hedges was $1,663 million and $1,542 million at December 30, 2011 and September 30, 2011, respectively. We recorded foreign exchange gains of $52 million and $14 million during the quarters ended December 30, 2011 and December 24, 2010, respectively, to currency translation, a component of accumulated other comprehensive income, offsetting foreign exchange gains or losses attributable to the translation of the net investment. See additional information in Note 19.

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NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

12. Financial Instruments (Continued)

Derivative Instrument Summary

        The fair value of our derivative instruments is summarized below.

	December 30, 2011				September 30, 2011
	Fair Value of Asset Positions(1)		Fair Value of Liability Positions(2)		Fair Value of Asset Positions(1)		Fair Value of Liability Positions(2)
	(in millions)
Derivatives designated as hedging instruments:
Foreign currency contracts(3)	$	1	$	4	$	1	$	1
Interest rate swaps and swaptions		22		22		21		21
Commodity swap contracts		5		20		13		14
Total derivatives designated as hedging instruments		28		46		35		36
Derivatives not designated as hedging instruments:
Foreign currency contracts(3)		2		28		6		10
Investment swaps		3		—		—		5
Total derivatives not designated as hedging instruments		5		28		6		15
Total derivatives	$	33	$	74	$	41	$	51

(1)

All foreign currency, commodity swap, investment swap, interest rate swap, forward starting interest rate swap, and swaption derivatives in asset positions that mature within one year of the balance sheet date are recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets, except where a right of offset against liability positions exists. Derivative instruments in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets totaled $12 million at December 30, 2011 and September 30, 2011. Interest rate swaps and foreign currency contracts in asset positions that mature more than one year from the balance sheet date are recorded in other assets on the Condensed Consolidated Balance Sheets and totaled $21 million at December 30, 2011 and September 30, 2011.

(2)

All foreign currency, commodity swap, investment swap, interest rate swap, forward starting interest rate swap, and swaption derivatives in liability positions that mature within one year of the balance sheet date are recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets, except where a right of offset against asset positions exists. Derivative instruments in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $71 million and $43 million at December 30, 2011 and September 30, 2011, respectively. Interest rate swaps and foreign currency contracts in liability positions that mature more than one year from the balance sheet date are recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $3 million at December 30, 2011; there were no derivatives in other liabilities at September 30, 2011.

(3)

Contracts are presented gross without regard to any right of offset that exists.

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FINANCIAL STATEMENTS (UNAUDITED) (Continued)

12. Financial Instruments (Continued)

        The effects of derivative instruments designated as fair value hedges on the Condensed Consolidated Statements of Operations were as follows:

	Gain Recognized
		For the Quarters Ended
Derivatives Designated as Fair Value Hedges	Location	December 30, 2011		December 24, 2010
		(in millions)
Interest rate swaps(1)	Interest expense	$	2	$	2

(1)

Certain interest rate swaps designated as fair value hedges were terminated in December 2008. Terminated interest rate swaps resulted in all gains presented in this table. Interest rate swaps in place at December 30, 2011 had no gain or loss recognized on the Condensed Consolidated Statements of Operations during the periods.

        The effects of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations were as follows:

	Gain (Loss) Recognized in OCI (Effective Portion)			Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)				Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded From Effectiveness Testing)
Derivatives Designated as Cash Flow Hedges	Amount			Location	Amount			Location	Amount
	(in millions)
For the Quarter Ended December 30, 2011:
Foreign currency contracts	$	(3	)	Cost of sales	$	—		Cost of sales	$	—
Commodity swap contracts		(4	)	Cost of sales		10		Cost of sales		—
Interest rate swaps and swaptions(1)		(1	)	Interest expense		(1	)	Interest expense		—
Total	$	(8	)		$	9			$	—
For the Quarter Ended December 24, 2010:
Foreign currency contracts	$	—		Cost of sales	$	2		Cost of sales	$	—
Commodity swap contracts		12		Cost of sales		6		Cost of sales		—
Interest rate swaps and swaptions(1)		6		Interest expense		(1	)	Interest expense		2
Total	$	18			$	7			$	2

(1)

Certain forward starting interest rate swaps designated as cash flow hedges were terminated in September 2007. Terminated forward starting interest rate swaps resulted in losses of $1 million reflected in interest expense for the quarters ended December 30, 2011 and December 24, 2010, respectively. Forward starting interest rate swaps in place at December 30, 2011 and December 24, 2010 resulted in a loss of $1 million and a gain of $6 million, respectively, in other comprehensive income related to the effective portions of the hedge during the periods. Interest rate swaptions in place at December 30, 2011 resulted in no gains or losses recorded in either other comprehensive income related to the effective portions of the hedges or interest expense as a result of amounts excluded from the hedging relationships. Interest rate swaptions in place at December 24, 2010 resulted in no gains or losses recorded in other comprehensive income related to the effective portions of the hedges and gains of $2 million in interest expense as a result of amounts excluded from the hedging relationships.

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FINANCIAL STATEMENTS (UNAUDITED) (Continued)

12. Financial Instruments (Continued)

        The effects of derivative instruments not designated as hedging instruments on the Condensed Consolidated Statements of Operations were as follows:

	Gain (Loss) Recognized
		For the Quarters Ended
Derivatives not Designated as Hedging Instruments	Location	December 30, 2011			December 24, 2010
		(in millions)
Foreign currency contracts	Selling, general, and administrative expenses	$	(32	)	$	—
Investment swaps	Selling, general, and administrative expenses		3			(1	)
Total		$	(29	)	$	(1	)

        During the first quarter of fiscal 2012, we incurred losses of $32 million as a result of marking foreign currency derivatives not designated as hedging instruments to fair value. These losses were principally driven by Euro-denominated foreign currency contracts entered into in anticipation of the acquisition of Deutsch and were offset by gains realized as a result of re-measuring certain Euro-denominated intercompany non-derivative financial instruments to the U.S. Dollar.

13. Fair Value Measurements

        Guidance on fair value measurement in ASC 820, Fair Value Measurements and Disclosures, specifies a fair value hierarchy based upon the observability of the inputs utilized in valuation of certain assets and liabilities. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. Fair value measurements are classified under the following hierarchy:

•

Level 1—Quoted prices in active markets for identical assets and liabilities.

•

Level 2—Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flows methodologies, and similar techniques that use significant unobservable inputs.

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FINANCIAL STATEMENTS (UNAUDITED) (Continued)

13. Fair Value Measurements (Continued)

        Financial assets and liabilities recorded at fair value on a recurring basis were as follows:

	Fair Value Measurements Using Inputs Considered as
							Fair Value
Description	Level 1		Level 2		Level 3
	(in millions)
December 30, 2011:
Assets:
Commodity swap contracts	$	5	$	—	$	—	$	5
Interest rate swaps and swaptions		—		22		—		22
Foreign currency contracts(1)		—		3		—		3
Investment swap contracts		—		3		—		3
Rabbi trust assets		5		79		—		84
Total assets at fair value	$	10	$	107	$	—	$	117
Liabilities:
Commodity swap contracts	$	20	$	—	$	—	$	20
Interest rate swaps and swaptions		—		22		—		22
Foreign currency contracts(1)		—		32		—		32
Total liabilities at fair value	$	20	$	54	$	—	$	74
September 30, 2011:
Assets:
Commodity swap contracts	$	13	$	—	$	—	$	13
Interest rate swaps and swaptions		—		21		—		21
Foreign currency contracts(1)		—		7		—		7
Rabbi trust assets		5		79		—		84
Total assets at fair value	$	18	$	107	$	—	$	125
Liabilities:
Commodity swap contracts	$	14	$	—	$	—	$	14
Interest rate swaps and swaptions		—		21		—		21
Investment swap contracts		—		5		—		5
Foreign currency contracts(1)		—		11		—		11
Total liabilities at fair value	$	14	$	37	$	—	$	51

(1)

Contracts are presented gross without regard to any right of offset that exists. See Note 12 for a reconciliation of amounts to the Condensed Consolidated Balance Sheets.

        The following is a description of the valuation methodologies used for the respective financial assets and liabilities measured at fair value on a recurring basis:

•

Commodity swap contracts—Fair value of these assets and liabilities is determined using quoted prices on futures exchanges (level 1).

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FINANCIAL STATEMENTS (UNAUDITED) (Continued)

13. Fair Value Measurements (Continued)

•

Interest rate swaps and swaptions—Fair value of these assets and liabilities is determined based on observable inputs other than quoted prices. The positions are primarily valued using market approach models that use readily observable interest rates as their basis (level 2).

•

Investment swap contracts—Fair value of these assets is determined based on observable inputs other than quoted prices. The positions are primarily valued using market approach models that use readily observable equity returns as their basis (level 2).

•

Foreign currency contracts—Fair value of these assets and liabilities is determined using the market approach. Values are based on observable market transactions of spot and forward currency rates (level 2).

•

Rabbi trust assets—Rabbi trust assets are principally comprised of comingled equity funds that are marked to fair value based on unadjusted quoted prices in active markets (level 1) and fixed income securities that are marked to fair value based on quoted market prices or other pricing determinations based on the results of market approach valuation models using observable market data such as recently reported trades, bid and offer information, and benchmark securities (level 2).

        The majority of derivatives that we enter into are valued using the over-the-counter quoted market prices for similar instruments. We do not believe that fair values of these derivative instruments materially differ from the amounts that could be realized upon settlement or maturity.

        As of December 30, 2011, we did not have significant financial assets or liabilities that were measured at fair value on a non-recurring basis or non-financial assets or liabilities that were measured at fair value.

14. Retirement Plans

        The net periodic benefit cost for all U.S. and non-U.S. defined benefit pension plans was as follows:

	U.S. Plans						Non-U.S. Plans
	For the Quarters Ended						For the Quarters Ended
	December 30, 2011			December 24, 2010			December 30, 2011			December 24, 2010
	(in millions)
Service cost	$	2		$	2		$	13		$	16
Interest cost		13			13			19			21
Expected return on plan assets		(15	)		(16	)		(13	)		(14	)
Amortization of prior service credit		—			—			(2	)		—
Amortization of net actuarial loss		10			9			8			10
Net periodic benefit pension cost	$	10		$	8		$	25		$	33

        The net periodic benefit cost for postretirement benefit plans was immaterial for the quarters ended December 30, 2011 and December 24, 2010.

23

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

14. Retirement Plans (Continued)

        We anticipate that, at a minimum, we will make the minimum required contributions to our pension plans in fiscal 2012 of $3 million for U.S. plans and $97 million for non-U.S. plans. During the quarter ended December 30, 2011, we contributed $1 million to our U.S. plans and $27 million to our non-U.S. plans.

        We expect to make contributions to our postretirement benefit plans of $2 million in fiscal 2012. During the quarter ended December 30, 2011, contributions to our postretirement benefit plans were insignificant.

15. Income Taxes

        We recorded a tax provision of $92 million, for an effective income tax rate of 26.6%, and a tax provision of $113 million, for an effective income tax rate of 29.6%, for the quarters ended December 30, 2011 and December 24, 2010, respectively. The effective income tax rate for the quarter ended December 30, 2011 reflects tax benefits recognized in connection with expected increased profitability in fiscal 2012 in certain entities operating in lower tax rate jurisdictions. These benefits were partially offset by accruals of interest related to uncertain tax positions and income tax expense associated with certain non-U.S. tax rate changes enacted in the quarter. The effective income tax rate for the quarter ended December 24, 2010 reflects tax benefits recognized in connection with expected increased profitability in fiscal 2011 in certain entities operating in lower tax rate jurisdictions. These benefits were partially offset by accruals of interest related to uncertain tax positions and the impacts of acquisition and integration costs and restructuring charges related to the acquisition of ADC for which a tax benefit was not recognized.

        We record accrued interest as well as penalties related to uncertain tax positions as part of the provision for income taxes. As of December 30, 2011, we had recorded $1,305 million of accrued interest and penalties related to uncertain tax positions on the Condensed Consolidated Balance Sheet, of which $1,176 million was recorded in income taxes and $129 million was recorded in accrued and other current liabilities. During the quarter ended December 30, 2011, we recognized $22 million of expense related to interest and penalties on the Condensed Consolidated Statements of Operations. As of September 30, 2011, the balance of accrued interest and penalties was $1,287 million, of which $1,154 million was recorded in income taxes and $133 million was recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheet.

        During fiscal 2007, the IRS concluded its field examination of certain of Tyco International's U.S. federal income tax returns for the years 1997 through 2000. Tyco International is in the process of appealing certain tax adjustments proposed by the IRS related to this period. During fiscal 2011, the IRS completed its field examination of certain Tyco International income tax returns for the years 2001 through 2004 and issued Revenue Agent Reports which reflect the IRS' determination of proposed tax adjustments for the 2001 through 2004 period. Also, during fiscal 2011, the IRS commenced its audit of certain Tyco International income tax returns for the years 2005 through 2007. During the first quarter of fiscal 2012, the IRS indicated that it would begin the audit of our income tax returns for the years 2008 through 2010 in fiscal 2012. See Note 11 for additional information regarding the status of IRS examinations.

24

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

15. Income Taxes (Continued)

        Although it is difficult to predict the timing or results of certain pending examinations, it is our understanding that Tyco International continues to make progress towards resolving a substantial number of proposed tax adjustments for the years 1997 through 2000; however, several significant matters remain in dispute. The remaining issues in dispute involve the tax treatment of certain intercompany debt transactions. Tyco International has indicated that it is unlikely to achieve the resolution of these contested adjustments through the IRS appeals process, and therefore may be required to litigate the disputed issues. For those issues not remaining in dispute, it is likely that Tyco International will settle with the IRS and pay any related deficiencies within the next twelve months. While the ultimate resolution is uncertain, based upon the current status of these examinations, we estimate that up to approximately $200 million of unrecognized tax benefits, excluding the impacts relating to accrued interest and penalties, could be resolved within the next twelve months.

        We are not aware of any other matters that would result in significant changes to the amount of unrecognized tax benefits reflected on the Condensed Consolidated Balance Sheet as of December 30, 2011.

16. Other Income, Net

        We recorded net other income of $1 million and $12 million in the quarters ended December 30, 2011 and December 24, 2010, respectively, primarily consisting of income pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

17. Earnings Per Share

        Basic earnings per share is computed by dividing net income attributable to TE Connectivity Ltd. by the basic weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income attributable to TE Connectivity Ltd. by the weighted-average number of common shares outstanding adjusted for potentially dilutive unexercised share options and non-vested restricted share awards. The following table sets forth the denominators of the basic and diluted earnings per share computations:

	For the Quarters Ended
	December 30, 2011		December 24, 2010
	(in millions)
Weighted-average shares outstanding:
Basic		425		444
Dilutive share options and restricted share awards		4		5
Diluted		429		449

        Certain share options were not included in the computation of diluted earnings per share because the instruments' underlying exercise prices were greater than the average market prices of our common shares and inclusion would be antidilutive. Such shares not included in the computation were 16 million and 18 million for the quarters ended December 30, 2011 and December 24, 2010, respectively.

25

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

18. Equity

Common Shares

        Subject to certain conditions specified in the articles of association, we are authorized to increase our share capital by issuing new shares in aggregate not exceeding 50% of our authorized shares. Additionally, in March 2011, our shareholders reapproved and extended through March 9, 2013 our board of directors' authorization to issue additional new shares, subject to certain conditions specified in the articles, in aggregate not exceeding 50% of the amount of our authorized shares. Although we state our par value in Swiss Francs ("CHF"), we continue to use the U.S. Dollar as our reporting currency for preparing our Condensed Consolidated Financial Statements.

Common Shares Held in Treasury

        At December 30, 2011, approximately 37 million common shares were held in treasury, of which 13 million were owned by one of our subsidiaries. At September 30, 2011, approximately 39 million common shares were held in treasury, of which 15 million were owned by one of our subsidiaries. Shares held both directly by us and by our subsidiary are presented as treasury shares on the Condensed Consolidated Balance Sheets.

Contributed Surplus

        Contributed surplus originally established during the Change of Domicile for Swiss tax and statutory purposes ("Swiss Contributed Surplus"), subject to certain conditions, is a freely distributable reserve.

        Upon our implementation of Swiss tax law regarding the classification of Swiss Contributed Surplus for Swiss tax and statutory purposes, distributions to shareholders from Swiss Contributed Surplus will be free from withholding tax. We are in discussions with Swiss tax authorities regarding certain administrative aspects of the law related to the classification of Swiss Contributed Surplus for tax and statutory reporting purposes. Should we not be successful in our discussions, we may need to formally enter into an appeal process in order to gain a favorable ruling. While these discussions are on-going, as of September 30, 2011, we provisionally reclassified CHF 9,745 million from free reserves (contributed surplus) to legal reserves (reserves from capital contributions) on our Swiss statutory balance sheet to conform to the presentation requirements of the Swiss tax law as currently interpreted by the Swiss tax authorities. We may, in the future and depending upon the outcome of our discussions and any related appeals, reverse the classification. The current classification may negatively impact our ability to repurchase our shares in future years. As of September 30, 2011, Swiss Contributed Surplus was $8,940 million (equivalent to CHF 9,745 million).

Dividends and Distributions to Shareholders

        Under Swiss law, subject to certain conditions, distributions to shareholders made in the form of a reduction of registered share capital or from reserves from capital contributions (equivalent to Swiss Contributed Surplus) are exempt from Swiss withholding tax. See "Contributed Surplus" for additional information regarding our ability to make distributions free from withholding tax from contributed surplus. Distributions or dividends on our shares must be approved by our shareholders.

26

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

18. Equity (Continued)

        In March 2011, our shareholders approved a dividend payment to shareholders of CHF 0.68 (equivalent to $0.72) per share out of contributed surplus, payable in four equal quarterly installments beginning in the third quarter of fiscal 2011 through the second quarter of fiscal 2012 to shareholders of record on specified dates in each of the four quarters. We paid the third installment of the dividend at a rate of $0.18 per share during the quarter ended December 30, 2011.

        Upon approval by the shareholders of a dividend payment or cash distribution in the form of a capital reduction, we record a liability with a corresponding charge to contributed surplus or common shares. The unpaid portion of the dividend payment approved in March 2011 was recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets and totaled $77 million and $153 million at December 30, 2011 and September 30, 2011, respectively.

Share Repurchase Program

        During the first quarter of fiscal 2012, we did not purchase any of our common shares under our share repurchase authorization. During the first quarter of fiscal 2011, we purchased approximately 1.4 million of our common shares for $45 million. At December 30, 2011, we had $1,501 million of availability remaining under our share repurchase authorization.

19. Comprehensive Income

        Comprehensive income consisted of the following:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Net income	$	262		$	266
Currency translation(1)		(173	)		(29	)
Gain (loss) on cash flow hedges, net of income taxes		(15	)		11
Effects of unrecognized pension and postretirement benefit costs, net of income taxes		10			12
		84			260
Less: comprehensive income attributable to noncontrolling interests		(2	)		(1	)
Comprehensive income attributable to TE Connectivity Ltd.	$	82		$	259

(1)

Includes hedges of net investment foreign exchange gains or losses which offset foreign exchange gains or losses attributable to the translation of the net investments.

27

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

20. Share Plans

        Total share-based compensation costs were $18 million and $22 million during the quarters ended December 30, 2011 and December 24, 2010, respectively. Share-based compensation costs were primarily presented in selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations.

        Pursuant to the acquisition of ADC, we exchanged unexercised ADC share options and stock appreciation rights for our share options and stock appreciation right awards. As a result of that exchange, we recognized $2 million of incremental share-based compensation expense during the first quarter of fiscal 2011. Those costs, which are included in the total share-based compensation expense above, are presented in acquisition and integration costs on the Condensed Consolidated Statements of Operations.

        As of December 30, 2011, we had 6 million shares available for issuance under the TE Connectivity Ltd. 2007 Stock and Incentive Plan, as amended and restated, and 4 million shares available for issuance under ADC equity incentive plans.

Restricted Share Awards

        A summary of restricted share award activity during the quarter ended December 30, 2011 is presented below:

	Shares			Weighted-Average Grant-Date Fair Value
Non-vested at September 30, 2011		5,022,839		$	26.48
Granted		1,636,896			34.55
Vested		(1,494,867	)		23.70
Forfeited		(189,966	)		24.54
Non-vested at December 30, 2011		4,974,902		$	30.04

        As of December 30, 2011, there was $122 million of unrecognized compensation cost related to non-vested restricted share awards. The cost is expected to be recognized over a weighted-average period of 2.3 years.

28

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

20. Share Plans (Continued)

Share Options

        A summary of share option award activity during the quarter ended December 30, 2011 is presented below:

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in millions)
Outstanding at September 30, 2011		21,920,451		$	31.94
Granted		3,337,500			34.52
Exercised		(517,661	)		22.69
Expired		(710,342	)		53.12
Forfeited		(180,618	)		25.76
Outstanding at December 30, 2011		23,849,330		$	31.92		5.9	$	77
Vested and non-vested expected to vest at December 30, 2011		23,105,635		$	31.97		5.9	$	75
Exercisable at December 30, 2011		15,636,232		$	32.93		4.3	$	52

        As of December 30, 2011, there was $59 million of unrecognized compensation cost related to non-vested share options granted under our share option plans. The cost is expected to be recognized over a weighted-average period of 2.3 years.

Share-Based Compensation Assumptions

        The weighted-average grant-date fair value of options granted during the quarter ended December 30, 2011 and the weighted-average assumptions we used in the Black-Scholes-Merton option pricing model for the quarter then ended were as follows:

Weighted-average grant-date fair value	$	9.50
Assumptions:
Expected share price volatility		36	%
Risk free interest rate		1.3	%
Expected annual dividend per share	$	0.84
Expected life of options (in years)		6.0

29

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

21. Segment Data

        Net sales and operating income by segment were as follows:

	Net Sales(1)				Operating Income
	For the Quarters Ended				For the Quarters Ended
	December 30, 2011		December 24, 2010		December 30, 2011		December 24, 2010
	(in millions)
Transportation Solutions	$	1,405	$	1,311	$	223	$	189
Communications and Industrial Solutions		1,075		1,223		76		181
Network Solutions		829		666		79		30
Total	$	3,309	$	3,200	$	378	$	400

(1)

Intersegment sales were not material and were recorded at selling prices that approximate market prices.

        Segment assets and a reconciliation of segment assets to total assets were as follows:

	December 30, 2011		September 30, 2011
	(in millions)
Transportation Solutions	$	3,139	$	3,187
Communications and Industrial Solutions		2,212		2,379
Network Solutions		1,898		1,961
Total segment assets(1)		7,249		7,527
Other current assets		2,418		2,268
Other non-current assets		7,856		7,928
Total assets	$	17,523	$	17,723

(1)

Segment assets are comprised of accounts receivable, inventories, and property, plant, and equipment.

22. Tyco Electronics Group S.A.

        TEGSA, a Luxembourg company and our 100%-owned subsidiary, is a holding company that owns, directly or indirectly, all of our operating subsidiaries. TEGSA is the obligor under our senior notes, commercial paper, and Credit Facilities, which are fully and unconditionally guaranteed by its parent, TE Connectivity Ltd. The following tables present condensed consolidating financial information for TE Connectivity Ltd., TEGSA, and all other subsidiaries that are not providing a guarantee of debt but which represent assets of TEGSA, using the equity method of accounting.

30

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

22. Tyco Electronics Group S.A. (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For the Quarter Ended December 30, 2011

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	3,309		$	—		$	3,309
Cost of sales		—			—			2,326			—			2,326
Gross margin		—			—			983			—			983
Selling, general, and administrative expenses		16			1			381			—			398
Research, development, and engineering expenses		—			—			184			—			184
Acquisition costs		—			2			2			—			4
Restructuring and other charges, net		—			—			19			—			19
Operating income (loss)		(16	)		(3	)		397			—			378
Interest income		—			—			5			—			5
Interest expense		—			(37	)		(1	)		—			(38	)
Other income, net		—			—			1			—			1
Equity in net income of subsidiaries		270			294			—			(564	)		—
Equity in net income of subsidiaries of discontinued operations		8			8			—			(16	)
Intercompany interest and fees		(2	)		16			(14	)		—			—
Income from continuing operations before income taxes		260			278			388			(580	)		346
Income tax expense		—			—			(92	)		—			(92	)
Income from continuing operations		260			278			296			(580	)		254
Income from discontinued operations, net of income taxes		—			—			8			—			8
Net income		260			278			304			(580	)		262
Less: net income attributable to noncontrolling interests		—			—			(2	)		—			(2	)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$	260		$	278		$	302		$	(580	)	$	260

31

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

22. Tyco Electronics Group S.A. (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For the Quarter Ended December 24, 2010

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	3,200		$	—		$	3,200
Cost of sales		—			—			2,179			—			2,179
Gross margin		—			—			1,021			—			1,021
Selling, general, and administrative expenses		43			1			358			—			402
Research, development, and engineering expenses		—			—			163			—			163
Acquisition and integration costs		2			—			15			—			17
Restructuring and other charges, net		—			—			39			—			39
Operating income (loss)		(45	)		(1	)		446			—			400
Interest income		—			—			5			—			5
Interest expense		—			(33	)		(2	)		—			(35	)
Other income, net		—			—			12			—			12
Equity in net income of subsidiaries		318			328			—			(646	)		—
Equity in net loss of subsidiaries of discontinued operations		(3	)		(3	)		—			6			—
Intercompany interest and fees		(5	)		24			(19	)		—			—
Income from continuing operations before income taxes		265			315			442			(640	)		382
Income tax expense		—			—			(113	)		—			(113	)
Income from continuing operations		265			315			329			(640	)		269
Loss from discontinued operations, net of income taxes		—			—			(3	)		—			(3	)
Net income		265			315			326			(640	)		266
Less: net income attributable to noncontrolling interests		—			—			(1	)		—			(1	)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group, S.A., or Other Subsidiaries	$	265		$	315		$	325		$	(640	)	$	265

32

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

22. Tyco Electronics Group S.A. (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
As of December 30, 2011

	TE Connectivity Ltd.		Tyco Electronics Group S.A.		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,390	$	—		$	1,390
Accounts receivable, net		2		—		2,239		—			2,241
Inventories		—		—		1,918		—			1,918
Intercompany receivables		24		—		31		(55	)		—
Prepaid expenses and other current assets		1		6		618		—			625
Deferred income taxes		—		—		403		—			403
Total current assets		27		6		6,599		(55	)		6,577
Property, plant, and equipment, net		—		—		3,090		—			3,090
Goodwill		—		—		3,569		—			3,569
Intangible assets, net		—		—		638		—			638
Deferred income taxes		—		—		2,322		—			2,322
Investment in subsidiaries		7,676		13,379		—		(21,055	)		—
Intercompany loans receivable		9		2,297		5,305		(7,611	)		—
Receivable from Tyco International Ltd. and Covidien plc		—		—		1,068		—			1,068
Other assets		—		33		226		—			259
Total Assets	$	7,712	$	15,715	$	22,817	$	(28,721	)	$	17,523
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	895	$	1	$	—		$	896
Accounts payable		2		—		1,391		—			1,393
Accrued and other current liabilities		81		67		1,286		—			1,434
Deferred revenue		—		—		97		—			97
Intercompany payables		31		—		24		(55	)		—
Total current liabilities		114		962		2,799		(55	)		3,820
Long-term debt		—		1,779		171		—			1,950
Intercompany loans payable		8		5,298		2,305		(7,611	)		—
Long-term pension and postretirement liabilities		—		—		1,174		—			1,174
Deferred income taxes		—		—		333		—			333
Income taxes		—		—		2,139		—			2,139
Other liabilities		—		—		517		—			517
Total Liabilities		122		8,039		9,438		(7,666	)		9,933
Total Equity		7,590		7,676		13,379		(21,055	)		7,590
Total Liabilities and Equity	$	7,712	$	15,715	$	22,817	$	(28,721	)	$	17,523

33

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

22. Tyco Electronics Group S.A. (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
As of September 30, 2011

	TE Connectivity Ltd.		Tyco Electronics Group S.A.		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,219	$	—		$	1,219
Accounts receivable, net		2		—		2,423		—			2,425
Inventories		—		—		1,939		—			1,939
Intercompany receivables		17		—		28		(45	)		—
Prepaid expenses and other current assets		2		4		640		—			646
Deferred income taxes		—		—		403		—			403
Total current assets		21		4		6,652		(45	)		6,632
Property, plant, and equipment, net		—		—		3,163		—			3,163
Goodwill		—		—		3,586		—			3,586
Intangible assets, net		—		—		655		—			655
Deferred income taxes		—		—		2,365		—			2,365
Investment in subsidiaries		7,687		13,650		—		(21,337	)		—
Intercompany loans receivable		—		2,416		5,848		(8,264	)		—
Receivable from Tyco International Ltd. and Covidien plc		—		—		1,066		—			1,066
Other assets		—		34		222		—			256
Total Assets	$	7,708	$	16,104	$	23,557	$	(29,646	)	$	17,723
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	—	$	1	$	—		$	1
Accounts payable		1		—		1,482		—			1,483
Accrued and other current liabilities		180		88		1,504		—			1,772
Deferred revenue		—		—		145		—			145
Intercompany payables		28		—		17		(45	)		—
Total current liabilities		209		88		3,149		(45	)		3,401
Long-term debt		—		2,496		172		—			2,668
Intercompany loans payable		15		5,833		2,416		(8,264	)		—
Long-term pension and postretirement liabilities		—		—		1,204		—			1,204
Deferred income taxes		—		—		333		—			333
Income taxes		—		—		2,122		—			2,122
Other liabilities		—		—		511		—			511
Total Liabilities		224		8,417		9,907		(8,309	)		10,239
Total Equity		7,484		7,687		13,650		(21,337	)		7,484
Total Liabilities and Equity	$	7,708	$	16,104	$	23,557	$	(29,646	)	$	17,723

34

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

22. Tyco Electronics Group S.A. (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
For the Quarter Ended December 30, 2011

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	$	(23	)	$	(45	)	$	278		$	—		$	210
Net cash used in discontinued operating activities		—			—			(3	)		—			(3	)
Net cash provided by (used in) operating activities		(23	)		(45	)		275			—			207
Cash Flows From Investing Activities:
Capital expenditures		—			—			(130	)		—			(130	)
Proceeds from sale of property, plant, and equipment		—			—			5			—			5
Change in intercompany loans		(16	)		(416	)		—			432			—
Other		—			—			(1	)		—			(1	)
Net cash used in investing activities		(16	)		(416	)		(126	)		432			(126	)
Cash Flows From Financing Activities:
Changes in parent company equity(1)		135			284			(419	)		—			—
Increase in commercial paper		—			179			—			—			179
Proceeds from exercise of share options		—			—			12			—			12
Repurchase of common shares		(17	)		—			—			—			(17	)
Payment of common share dividends		(79	)		—			2			—			(77	)
Loan borrowing with parent		—			—			432			(432	)		—
Other		—			(2	)		(5	)		—			(7	)
Net cash provided by continuing financing activities		39			461			22			(432	)		90
Net cash provided by discontinued financing activities		—			—			3			—			3
Net cash provided by financing activities		39			461			25			(432	)		93
Effect of currency translation on cash		—			—			(3	)		—			(3	)
Net increase in cash and cash equivalents		—			—			171			—			171
Cash and cash equivalents at beginning of period		—			—			1,219			—			1,219
Cash and cash equivalents at end of period	$	—		$	—		$	1,390		$	—		$	1,390

(1)

Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

35

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (UNAUDITED) (Continued)

22. Tyco Electronics Group S.A. (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
For the Quarter Ended December 24, 2010

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(50	)	$	(41	)	$	245		$	—		$	154
Cash Flows From Investing Activities:
Capital expenditures		—			—			(117	)		—			(117	)
Proceeds from sale of property, plant, and equipment		—			—			8			—			8
Proceeds from sale of short-term investments		—			—			37			—			37
Acquisition of business, net of cash acquired		—			—			(717	)		—			(717	)
Change in intercompany loans		—			1,177			—			(1,177	)		—
Other		—			—			(4	)		—			(4	)
Net cash provided by (used in) investing activities		—			1,177			(793	)		(1,177	)		(793	)
Cash Flows From Financing Activities:
Changes in parent company equity(1)		169			(1,285	)		1,116			—			—
Decrease in commercial paper		—			(100	)		—			—			(100	)
Proceeds from long-term debt		—			249			—			—			249
Proceeds from exercise of share options		—			—			24			—			24
Repurchase of common shares		(45	)		—			—			—			(45	)
Payment of cash distributions to shareholders		(74	)		—			3			—			(71	)
Loan borrowing with parent		—			—			(1,177	)		1,177			—
Other		—			—			(4	)		—			(4	)
Net cash provided by (used in) financing activities		50			(1,136	)		(38	)		1,177			53
Effect of currency translation on cash		—			—			3			—			3
Net decrease in cash and cash equivalents		—			—			(583	)		—			(583	)
Cash and cash equivalents at beginning of period		—			—			1,990			—			1,990
Cash and cash equivalents at end of period	$	—		$	—		$	1,407		$	—		$	1,407

(1)

Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

36

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including but not limited to those under the heading "Forward-Looking Information" and "Part II. Item 1A. Risk Factors."

        Our Condensed Consolidated Financial Statements have been prepared in United States Dollars, in accordance with accounting principles generally accepted in the United States of America ("GAAP").

        Organic net sales growth and free cash flow are non-GAAP financial measures which are discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations. We believe these non-GAAP financial measures, together with GAAP financial measures, provide useful information to investors because they reflect the financial measures that management uses in evaluating the underlying results of our operations. See "Non-GAAP Financial Measures" for more information about these non-GAAP financial measures, including our reasons for including the measures and material limitations with respect to the usefulness of the measures.

Overview

        TE Connectivity Ltd. ("TE Connectivity" or the "Company", which may be referred to as "we," "us," or "our") is a global company that designs and manufactures approximately 500,000 products that connect and protect the flow of power and data inside millions of products used by consumers and industries. We partner with customers in a broad array of industries from consumer electronics, energy, and healthcare to automotive, aerospace, and communication networks. We operate through three reportable segments: Transportation Solutions, Communications and Industrial Solutions, and Network Solutions.

Outlook

        Our business and operating results have been and will continue to be affected by worldwide economic conditions. Our sales are dependent on certain industry end markets that are impacted by consumer as well as industrial and infrastructure spending, and our operating results can be affected by changes in demand in those markets. Overall, our net sales increased 3.4% in the first quarter of fiscal 2012 as compared to the same period of fiscal 2011. We experienced moderate growth in our sales into consumer based markets, as growth in the automotive end market in our Transportation Solutions segment was largely offset by declines within the consumer devices and appliance end markets in our Communications and Industrial Solutions segment. Also, in industrial and infrastructure based markets, our sales growth was primarily attributable to the acquisition of ADC Telecommunications, Inc. ("ADC") in December 2010. ADC contributed incremental sales of $185 million in the first quarter of fiscal 2012 as compared to the first quarter of fiscal 2011.

        Net sales in the second quarter of fiscal 2012 are expected to be between $3.3 billion and $3.4 billion, reflecting a decrease in net sales in the Communications and Industrial Solutions and Network Solutions segments, partially offset by growth in the Transportation Solutions segment, with growth in both the automotive and aerospace, defense, and marine end markets, as compared to the second quarter of fiscal 2011. We expect the automotive end market to benefit from an anticipated increase of 2% in global automotive production as compared to the second quarter of fiscal 2011. During the second quarter of fiscal 2012, we expect the Communications and Industrial Solutions segment will continue to be adversely impacted by weak spending in the data communications and industrial end markets as well as inventory corrections in the supply chain. We expect the Network Solutions segment to be negatively impacted by slower spending by North American telecommunication

37

carriers and lower levels of project activity in the subsea communications end market in the second quarter of fiscal 2012 as compared to the same period of fiscal 2011. In the second quarter of fiscal 2012, we expect diluted earnings per share to be in the range of $0.57 to $0.61 per share.

        For fiscal 2012, we expect net sales to be between $13.8 billion and $14.2 billion. In the Transportation Solutions segment, we expect the automotive end market to benefit from an anticipated increase in global automotive production of approximately 3% over fiscal 2011 levels. In the Communications and Industrial Solutions segment, we expect improvements in the second half of the fiscal year as compared to the first half of the fiscal year as a result of normal seasonal increases and the completion of inventory corrections in the supply chain. In the Network Solutions segment, we expect improvements in the second half of the fiscal year as compared to the first half of the fiscal year as a result of seasonal increases in the telecommunications and energy end markets. We expect diluted earnings per share to be in the range of $2.70 to $2.90 per share for fiscal 2012.

        The above outlook assumes current foreign exchange and commodity rates and does not include results related to the anticipated acquisition of Deutsch Group SAS.

        We are monitoring the current environment and its potential effects on our customers and on the end markets we serve. Additionally, we continue to closely manage our costs in order to respond to changing conditions. We are also managing our capital resources and monitoring capital availability to ensure that we have sufficient resources to fund our future capital needs. (See further discussion in "Liquidity and Capital Resources.")

Anticipated Acquisition

        On December 14, 2011, we entered into a Sale and Purchase Agreement (the "SPA") to acquire Deutsch Group SAS ("Deutsch"), a global leader in high-performance connectors for harsh environments, from Deutsch's current shareholders (the "Sellers"). Pursuant to the SPA, we have agreed to pay the Sellers consideration of €1.15 billion (or approximately $1.49 billion using a December 30, 2011 exchange rate of $1.29 per €1.00), which will not be subject to an adjustment based on Deutsch's performance prior to closing and will accrue interest at a per annum rate of 5.5% after February 28, 2012 if the transaction has not closed prior to that date. The total value of the transaction amounts to €1.55 billion (approximately $2.0 billion using an exchange rate of $1.29 per €1.00), which includes Deutsch's debt to be repaid at closing.

        The transaction is expected to close by the end of the third quarter of fiscal 2012. The close of the transaction is subject to customary regulatory conditions including foreign investments approval by the French Ministry of Economy and Finance, approval of the Committee on Foreign Investment in the U.S. and antitrust clearances. The transaction terms also include termination rights, including a termination fee of €50 million payable to the Sellers by us if the transaction does not close.

        During the first quarter of fiscal 2012, the Condensed Consolidated Statements of Operations included $4 million of acquisition costs related to acquiring Deutsch.

Manufacturing Simplification and Cost Actions due to Current Economic Conditions

        We plan to continue to simplify our global manufacturing footprint by migrating facilities from higher-cost to lower-cost countries, consolidating within countries, and transferring product lines to lower-cost countries. These initiatives are designed to help us maintain our competitiveness in the industry, improve our operating leverage, and position us for profitability growth in the years ahead.

        In connection with our manufacturing simplification plan and in response to economic conditions, we incurred restructuring charges of approximately $19 million during the first quarter of fiscal 2012 and expect to incur restructuring charges of approximately $90 million during fiscal 2012. In the first quarter of fiscal 2012, cash spending related to restructuring was $42 million. We expect total spending, which will be funded with cash from operations, to be approximately $175 million in fiscal 2012. Annualized cost savings related to these actions are expected to be approximately $145 million. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses.

38

Results of Operations

Consolidated Operations

        Key business factors that influenced our results of operations during the periods discussed in this report include:

•

Raw material prices.  We expect to purchase approximately 172 million pounds of copper, 157,000 troy ounces of gold, and 3.4 million troy ounces of silver in fiscal 2012. Prices have increased in recent years and continue to fluctuate. The following table sets forth the average prices incurred related to copper, gold, and silver during the periods presented:

		For the Quarters Ended
	Measure	December 30, 2011		December 24, 2010
Copper	Lb.	$	3.91	$	3.72
Gold	Troy oz.	$	1,491	$	1,272
Silver	Troy oz.	$	33.68	$	24.02

•

Foreign exchange.  Approximately 54% of our net sales are invoiced in currencies other than the U.S. Dollar. Our results of operations are influenced by changes in foreign currency exchange rates. Increases or decreases in the value of the U.S. Dollar, compared to other currencies, will directly affect our reported results as we translate those currencies into U.S. Dollars at the end of each fiscal period. The percentage of net sales in the first quarter of fiscal 2012 by major currencies invoiced was as follows:

U.S. Dollar	46	%
Euro	27
Japanese Yen	9
Chinese Renminbi	6
Korean Won	3
Brazilian Real	2
British Pound Sterling	2
All others	5
Total	100	%

39

        The following table sets forth certain items from our Condensed Consolidated Statements of Operations and the percentage of net sales that such items represent for the periods shown.

	For the Quarters Ended
	December 30, 2011					December 24, 2010
	($ in millions)
Net sales	$	3,309		100.0	%	$	3,200		100.0	%
Cost of sales		2,326		70.3			2,179		68.1
Gross margin		983		29.7			1,021		31.9
Selling, general, and administrative expenses		398		12.0			402		12.6
Research, development, and engineering expenses		184		5.6			163		5.1
Acquisition and integration costs		4		0.1			17		0.5
Restructuring and other charges, net		19		0.6			39		1.2
Operating income		378		11.4			400		12.5
Interest income		5		0.2			5		0.2
Interest expense		(38	)	(1.1	)		(35	)	(1.1	)
Other income, net		1		—			12		0.4
Income from continuing operations before income taxes		346		10.5			382		11.9
Income tax expense		(92	)	(2.8	)		(113	)	(3.5	)
Income from continuing operations		254		7.7			269		8.4
Income (loss) from discontinued operations, net of income taxes		8		0.2			(3	)	(0.1	)
Net income		262		7.9			266		8.3
Less: net income attributable noncontrolling interests		(2	)	(0.1	)		(1	)	—
Net income attributable to TE Connectivity Ltd.	$	260		7.9	%	$	265		8.3	%

        Net Sales.    Net sales increased $109 million, or 3.4%, to $3,309 million in the first quarter of fiscal 2012 from $3,200 million in the first quarter of fiscal 2011. The increase was primarily a result of the acquisition of ADC in the first quarter of fiscal 2011, which contributed net sales of $236 million in the first quarter of fiscal 2012 as compared to $51 million in the first quarter of fiscal 2011, and increased net sales of $94 million in the automotive and aerospace, defense, and marine end markets. These increases were partially offset by lower net sales in our Communications and Industrial Solutions segment. Foreign currency exchange rates positively affected net sales by $7 million in the first quarter of fiscal 2012 as compared to the same period of fiscal 2011. On an organic basis, net sales decreased $83 million, or 2.6%, in the first quarter of fiscal 2012 as compared to the first quarter of fiscal 2011. See further discussion of organic net sales below under Results of Operations by Segment.

        The following table sets forth the percentage of our total net sales by geographic region:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
Asia-Pacific		35	%		35	%
Europe/Middle East/Africa (EMEA)		33			36
Americas		32			29
Total		100	%		100	%

40

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

	Change in Net Sales for the Quarter Ended December 30, 2011 versus Net Sales for the Quarter Ended December 24, 2010
	Organic(1)					Translation(2)			Acquisition		Total
	($ in millions)
Asia-Pacific	$	(27	)	(2.4	)%	$	29		$	29	$	31		2.8	%
EMEA		(78	)	(6.8	)		(11	)		30		(59	)	(5.1	)
Americas		22		2.4			(11	)		126		137		14.7
Total	$	(83	)	(2.6	)%	$	7		$	185	$	109		3.4	%

(1)

Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes in foreign currency exchange rates.

(2)

Represents the change in net sales resulting from changes in foreign currency exchange rates.

        The following table sets forth the percentage of our total net sales by segment:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
Transportation Solutions		42	%		41	%
Communications and Industrial Solutions		33			38
Network Solutions		25			21
Total		100	%		100	%

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

	Change in Net Sales for the Quarter Ended December 30, 2011 versus Net Sales for the Quarter Ended December 24, 2010
	Organic(1)					Translation(2)			Acquisition		Total
	($ in millions)
Transportation Solutions	$	90		6.8	%	$	4		$	—	$	94		7.2	%
Communications and Industrial Solutions		(157	)	(12.9	)		9			—		(148	)	(12.1	)
Network Solutions		(16	)	(2.6	)		(6	)		185		163		24.5
Total	$	(83	)	(2.6	)%	$	7		$	185	$	109		3.4	%

(1)

Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes in foreign currency exchange rates.

(2)

Represents the change in net sales resulting from changes in foreign currency exchange rates.

        Gross Margin.    Gross margin decreased $38 million to $983 million in the first quarter of fiscal 2012 from $1,021 million in the first quarter of fiscal 2011. Gross margin as a percentage of net sales decreased to 29.7% in the first quarter of fiscal 2012 from 31.9% in the same period of fiscal 2011. The decrease in gross margin was due to the unfavorable impacts of decreased volume and increased material costs, partially offset by the gross margin on incremental ADC sales and improved manufacturing productivity.

        Selling, General, and Administrative Expenses.    Selling, general, and administrative expenses decreased $4 million to $398 million in the first quarter of fiscal 2012 from $402 million in the first quarter of fiscal 2011. Selling, general, and administrative expenses as a percentage of net sales were 12.0% and 12.6% in the first quarters of fiscal 2012 and 2011, respectively.

41

        Research, Development, and Engineering Expenses.    Research, development, and engineering expenses increased to $184 million in the first quarter of fiscal 2012 from $163 million in the first quarter of fiscal 2011 as a result of our continued focus on developing future technologies within our businesses.

        Acquisition and Integration Costs.    In connection with the anticipated acquisition of Deutsch, we incurred acquisition costs of $4 million during the first quarter of fiscal 2012. During the first quarter of fiscal 2011, we incurred acquisition and integration costs of $17 million in connection with the acquisition of ADC.

        Restructuring and Other Charges, Net.    Net restructuring and other charges were $19 million in the first quarter of fiscal 2012 as compared to $39 million in the same period of fiscal 2011. Fiscal 2012 actions were primarily associated with headcount reductions in the Communications and Industrial Solutions segment. Fiscal 2011 actions were primarily associated with the acquisition of ADC and related headcount reductions in the Network Solutions segment. See Note 3 to the Condensed Consolidated Financial Statements for further information regarding net restructuring and other charges.

        Operating Income.    Operating income was $378 million in the first quarter of fiscal 2012 as compared to $400 million in the same period of fiscal 2011. As discussed above, results for the first quarter of fiscal 2012 included net restructuring and other charges of $19 million and acquisition costs of $4 million. Results for the first quarter of fiscal 2011 included net restructuring and other charges of $39 million, acquisition and integration costs of $17 million, and charges of $7 million associated with the amortization of acquisition accounting-related fair value adjustments related to acquired inventories and customer order backlog. Excluding these items, the decrease in operating income resulted from the unfavorable impacts of decreased volume and increased material costs, partially offset by improved manufacturing productivity.

Non-Operating Items

Other Income, Net

        We recorded net other income of $1 million and $12 million in the quarters ended December 30, 2011 and December 24, 2010, respectively, primarily consisting of income pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

Income Taxes

        We recorded a tax provision of $92 million, for an effective income tax rate of 26.6%, and a tax provision of $113 million, for an effective income tax rate of 29.6%, for the quarters ended December 30, 2011 and December 24, 2010, respectively. The effective income tax rate for the quarter ended December 30, 2011 reflects tax benefits recognized in connection with expected increased profitability in fiscal 2012 in certain entities operating in lower tax rate jurisdictions. These benefits were partially offset by accruals of interest related to uncertain tax positions and income tax expense associated with certain non-U.S. tax rate changes enacted in the quarter. The effective income tax rate for the quarter ended December 24, 2010 reflects tax benefits recognized in connection with expected increased profitability in fiscal 2011 in certain entities operating in lower tax rate jurisdictions. These benefits were partially offset by accruals of interest related to uncertain tax positions and the impacts of acquisition and integration costs and restructuring charges related to the acquisition of ADC for which a tax benefit was not recognized.

42

Income (Loss) from Discontinued Operations, Net of Income Taxes

        Income from discontinued operations was $8 million in the first quarter of fiscal 2012. In the first quarter of fiscal 2011, loss from discontinued operations was $3 million.

        In the first quarter of fiscal 2012, we recorded a $21 million partial recovery of a prior loss, net of legal fees, to pre-tax income from discontinued operations in connection with a favorable judgment related to our former Wireless Systems business's State of New York contract. See Note 11 to the Condensed Consolidated Financial Statements for additional information regarding the State of New York contract. Pre-tax income from discontinued operations in the first quarter of fiscal 2012 also included a $5 million charge related to an unfavorable judgment associated with a holdback of purchase price of a previously acquired business which was subsequently divested in connection with the sale of our Radio Frequency Components and Subsystem business in fiscal 2008.

        See Note 5 to the Condensed Consolidated Financial Statements for additional information regarding discontinued operations.

Results of Operations by Segment

Transportation Solutions

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	($ in millions)
Net sales	$	1,405		$	1,311
Operating income	$	223		$	189
Operating margin		15.9	%		14.4	%

        The following table sets forth Transportation Solutions' percentage of total net sales by primary industry end market⁽¹⁾:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
Automotive		88	%		88	%
Aerospace, Defense, and Marine		12			12
Total		100	%		100	%

(1)

Industry end market information about net sales is presented consistently with our internal management reporting and may be periodically revised as management deems necessary.

        The following table provides an analysis of the change in Transportation Solutions' net sales by primary industry end market:

	Change in Net Sales for the Quarter Ended December 30, 2011 versus Net Sales for the Quarter Ended December 24, 2010
	Organic(1)				Translation(2)		Total
	($ in millions)
Automotive	$	76	6.5	%	$	4	$	80	6.9	%
Aerospace, Defense, and Marine		14	9.1			—		14	8.9
Total	$	90	6.8	%	$	4	$	94	7.2	%

(1)

Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes in foreign currency exchange rates.

(2)

Represents the change in net sales resulting from changes in foreign currency exchange rates.

43

        Transportation Solutions' net sales increased $94 million, or 7.2%, to $1,405 million in the first quarter of fiscal 2012 from $1,311 million in the first quarter of fiscal 2011. Organic net sales increased by $90 million, or 6.8%, in the first quarter of fiscal 2012 as compared to the same period of fiscal 2011 due primarily to an increase of $76 million in the automotive end market. The strengthening of certain foreign currencies positively affected net sales by $4 million in the first quarter of fiscal 2012 as compared to the same period of fiscal 2011.

        In the automotive end market, our organic net sales increased 6.5% in the first quarter of fiscal 2012 as compared to the same period of fiscal 2011. The increase resulted from growth in the Asia-Pacific region of 14.1% and in the Americas region of 11.5%, partially offset by a decrease in EMEA of 1.1%. This growth was driven by higher automotive production and increased content per vehicle. In the aerospace, defense, and marine end markets, our organic net sales increased 9.1% in the first quarter of fiscal 2012 as compared to the same period in fiscal 2011 primarily as a result of growth in commercial aviation due to increased production and, in the marine market, as a result of increased oil and gas exploration driven by increasing crude oil prices.

        Transportation Solutions' operating income increased $34 million to $223 million in the first quarter of fiscal 2012 from $189 million in the first quarter of fiscal 2011. Segment results for the first quarter of fiscal 2012 included $4 million of acquisition costs related to the anticipated acquisition of Deutsch. Segment results included $4 million of net credits and $1 million of net charges to restructuring and other charges (credits) in the first quarters of fiscal 2012 and 2011, respectively. Excluding these items, the increase in operating income resulted primarily from the favorable impacts of increased volume and pricing actions.

Communications and Industrial Solutions

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	($ in millions)
Net sales	$	1,075		$	1,223
Operating income	$	76		$	181
Operating margin		7.1	%		14.8	%

        The following table sets forth Communications and Industrial Solutions' percentage of total net sales by primary industry end market⁽¹⁾:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
Industrial		29	%		30	%
Consumer Devices		26			26
Data Communications		20			21
Appliance		15			16
Touch Solutions		10			7
Total		100	%		100	%

(1)

Industry end market information about net sales is presented consistently with our internal management reporting and may be periodically revised as management deems necessary.

44

        The following table provides an analysis of the change in Communications and Industrial Solutions' net sales by primary industry end market:

	Change in Net Sales for the Quarter Ended December 30, 2011 versus Net Sales for the Quarter Ended December 24, 2010
	Organic(1)					Translation(2)		Total
	($ in millions)
Industrial	$	(55	)	(15.1	)%	$	2	$	(53	)	(14.4	)%
Consumer Devices		(37	)	(11.6	)		4		(33	)	(10.4	)
Data Communications		(52	)	(19.7	)		2		(50	)	(19.1	)
Appliance		(28	)	(15.0	)		—		(28	)	(14.6	)
Touch Solutions		15		17.7			1		16		18.8
Total	$	(157	)	(12.9	)%	$	9	$	(148	)	(12.1	)%

(1)

Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes in foreign currency exchange rates.

(2)

Represents the percentage change in net sales resulting from changes in foreign currency exchange rates.

        Communications and Industrial Solutions' net sales decreased $148 million, or 12.1%, to $1,075 million in the first quarter of fiscal 2012 from $1,223 million in the first quarter of fiscal 2011. Organic net sales decreased $157 million, or 12.9%, during the first quarter of fiscal 2012 as compared to the first quarter of fiscal 2011. The strengthening of certain foreign currencies positively affected net sales by $9 million in the first quarter of fiscal 2012 as compared to the same period of fiscal 2011.

        In the industrial end market, our organic net sales decreased 15.1% in the first quarter of fiscal 2012 as compared to the first quarter of fiscal 2011 primarily as a result of inventory corrections in the supply chain and market weakness, particularly in the EMEA and Asia-Pacific regions. In the consumer devices end market, our organic net sales decreased 11.6% in the first quarter of fiscal 2012 as compared to the first quarter of fiscal 2011 due to weaker demand in the mobile phone market driven by our platform position, as well as softness in the personal computer market. In the data communications end market, our organic net sales decreased 19.7% in the first quarter of fiscal 2012 from the same period of fiscal 2011 due to market softness and inventory reductions in the supply chain. In the appliance end market, our organic net sales decreased 15.0% in the first quarter of fiscal 2012 as compared to the first quarter of fiscal 2011 primarily as a result of weakness in the Asia-Pacific and EMEA regions, resulting from lower demand and inventory reductions in the supply chain. In the touch solutions end market, our organic net sales increased 17.7% in the first quarter of fiscal 2012 as compared to the first quarter of fiscal 2011 as a result of increased sales in the medical and retail markets, particularly in the Americas region.

        Communications and Industrial Solutions' operating income decreased $105 million to $76 million in the first quarter of fiscal 2012 from $181 million in the first quarter of fiscal 2011. Segment results included restructuring and other charges of $17 million and $3 million in the first quarters of fiscal 2012 and 2011, respectively. Excluding these items, the decrease in operating income resulted from the unfavorable impacts of decreased volume, increased materials cost, price erosion, and unfavorable product mix.

45

Network Solutions

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	($ in millions)
Net sales	$	829		$	666
Operating income	$	79		$	30
Operating margin		9.5	%		4.5	%

        The following table sets forth Network Solutions' percentage of total net sales by primary industry end market⁽¹⁾:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
Telecom Networks		40	%		29	%
Energy		24			31
Enterprise Networks		20			19
Subsea Communications		16			21
Total		100	%		100	%

(1)

Industry end market information about net sales is presented consistently with our internal management reporting and may be periodically revised as management deems necessary.

        The following table provides an analysis of the change in Network Solutions' net sales by primary industry end market:

	Change in Net Sales for the Quarter Ended December 30, 2011 versus Net Sales for the Quarter Ended December 24, 2010
	Organic(1)					Translation(2)			Acquisition		Total
	($ in millions)
Telecom Networks	$	(2	)	(1.1	)%	$	(2	)	$	148	$	144		75.0	%
Energy		(8	)	(4.0	)		(1	)		—		(9	)	(4.4	)
Enterprise Networks		6		4.9			(3	)		37		40		31.7
Subsea Communications		(12	)	(8.5	)		—			—		(12	)	(8.4	)
Total	$	(16	)	(2.6	)%	$	(6	)	$	185	$	163		24.5	%

(1)

Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes in foreign currency exchange rates.

(2)

Represents the percentage change in net sales resulting from changes in foreign currency exchange rates.

        Network Solutions' net sales increased $163 million, or 24.5%, to $829 million in the first quarter of fiscal 2012 from $666 million in the first quarter of fiscal 2011. Organic net sales decreased $16 million, or 2.6%, in the first quarter of fiscal 2012 from the same period of fiscal 2011. The weakening of certain foreign currencies negatively affected net sales by $6 million in the first quarter of fiscal 2012 as compared to the same period of fiscal 2011. ADC, which was acquired on December 8, 2010, contributed net sales of $236 million and $51 million, in the first quarters of fiscal 2012 and 2011, respectively.

        In the telecom networks end market, our organic net sales decreased 1.1% in the first quarter of fiscal 2012 as compared to the same period of fiscal 2011 largely due to decreased capital investments by major carriers in the telecommunications industry, particularly in the EMEA and North America

46

regions. In the energy end market, our organic net sales decreased 4.0% in the first quarter of fiscal 2012 as compared to the first quarter of fiscal 2011 primarily as a result of softness in the EMEA region, partially offset by growth in the Americas region. In the enterprise networks end market, our organic sales increased 4.9% in the first quarter of fiscal 2012 from fiscal 2011 levels due to continued data center investments, particularly in the Asia-Pacific and EMEA regions. The subsea communications end market's organic net sales decreased 8.5% in the first quarter of fiscal 2012 as compared to the same period of fiscal 2011 due to lower levels of project activity. We expect net sales in the second quarter of fiscal 2012 in the subsea communications end market to be similar to first quarter fiscal 2012 levels.

        Network Solutions' operating income increased $49 million to $79 million in the first quarter of fiscal 2012 from $30 million in the first quarter of fiscal 2011. Segment results for the first quarter of fiscal 2012 included $6 million of restructuring charges. Segment results for the first quarter of fiscal 2011 included $59 million of charges related to the acquisition of ADC, including $35 million of restructuring charges, $10 million of integration costs, $7 million of acquisition costs, and $7 million of charges associated with the amortization of acquisition accounting-related fair value adjustments related to acquired inventories and customer order backlog. Excluding these items, the decrease in operating income was attributable to the unfavorable impacts of decreased volume and price erosion, largely offset by improved manufacturing productivity and cost benefits realized with synergies associated with the integration of ADC.

Liquidity and Capital Resources

        Our ability to fund our future capital needs will be affected by our ability to continue to generate cash from operations and may be affected by our ability to access the capital markets, money markets, or other sources of funding, as well as the capacity and terms of our financing arrangements. We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the payment of our 6.00% senior notes due in October 2012. We may use excess cash to reduce our outstanding debt, including through the possible repurchase of our debt in accordance with applicable law, to purchase a portion of our common shares pursuant to our authorized share repurchase program, to pay distributions or dividends on our common shares, or to acquire strategic businesses or product lines. We intend to fund the acquisition of Deutsch, including the Deutsch debt to be repaid at closing, with approximately $1.0 billion of our cash and cash equivalents and approximately $1.0 billion of funds from any combination of the issuance of registered or unregistered notes, the issuance of commercial paper, and, if necessary, borrowing under our existing credit facilities. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets, to respond as necessary to changing conditions.

Cash Flows from Operating Activities

        In the first quarter of fiscal 2012, net cash provided by continuing operating activities increased $56 million to $210 million from $154 million in the first quarter of fiscal 2011. The increase resulted primarily from improved working capital partially offset by higher income taxes paid and the impact of moderately lower income levels. The amount of income taxes paid, net of refunds, was $53 million and $8 million during the first quarters of fiscal 2012 and 2011, respectively.

        We expect to make net cash payments related to pre-separation tax matters of approximately $70 million over the next twelve months. These amounts include payments in which we are the primary obligor to the taxing authorities and for which we expect a portion to be reimbursed by Tyco International and Covidien under the Tax Sharing Agreement as well as indemnification payments to Tyco International and Covidien under the Tax Sharing Agreement for tax matters where they are the

47

primary obligor to the taxing authorities. See Note 11 to the Condensed Consolidated Financial Statements for additional information related to pre-separation tax matters.

        In addition to net cash provided by operating activities, we use free cash flow, a non-GAAP financial measure, as a useful measure of our cash generation which is free from any significant existing obligation. Free cash flow was $85 million in the first quarter of fiscal 2012 as compared to $45 million in the first quarter of fiscal 2011. The increase in free cash flow in fiscal 2012 as compared to fiscal 2011 was primarily driven by increases in cash provided by operating activities partially offset by an increase in capital expenditures. The following table sets forth a reconciliation of net cash provided by continuing operating activities, the most comparable GAAP financial measure, to free cash flow.

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Net cash provided by continuing operating activities	$	210		$	154
Capital expenditures		(130	)		(117	)
Proceeds from sale of property, plant, and equipment		5			8
Free cash flow	$	85		$	45

Cash Flows from Investing Activities

        We continue to fund capital expenditures to support new programs and to invest in machinery and our manufacturing facilities to further enhance productivity and manufacturing capabilities. Capital spending increased $13 million to $130 million in the first quarter of fiscal 2012 from $117 million in the first quarter of fiscal 2011. We expect fiscal 2012 capital spending levels to be approximately 4% to 5% of net sales.

        In the first quarter of fiscal 2011, we acquired ADC for a total purchase price of approximately $1,263 million in cash (excluding cash acquired of $546 million) and $22 million of other non-cash consideration. Short-term investments acquired in connection with the acquisition of ADC were sold for proceeds of $37 million in the first quarter of fiscal 2011.

Cash Flows from Financing Activities and Capitalization

        Total debt at December 30, 2011 and September 30, 2011 was $2,846 million and $2,669 million, respectively. See Note 9 to the Condensed Consolidated Financial Statements for additional information regarding debt.

        In December 2011, Tyco Electronics Group S.A. ("TEGSA"), our wholly-owned subsidiary, entered into a 364-day credit agreement ("364-Day Credit Facility") with total commitments of $700 million. Under the terms of the agreement, the commitments will be reduced upon certain events, including the incurrence of certain types of debt, certain equity issuances, and certain dispositions. TEGSA had no borrowings under the 364-Day Credit Facility at December 30, 2011.

        Borrowings under the 364-Day Credit Facility will bear interest at a rate per annum equal to, at the option of TEGSA, (1) the London interbank offered rate ("LIBOR") plus an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA, or (2) an alternate base rate equal to the highest of (i) JP Morgan Chase Bank, N.A. New York branch's prime rate, (ii) the federal funds effective rate plus ¹/2 of 1%, and (iii) one-month LIBOR plus 1%, plus, in each case, an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA. TEGSA is required to pay an annual facility fee ranging from 10.0 to 22.5 basis points based upon the amount of the lenders' commitments under the 364-Day Credit Facility and the applicable credit ratings of TEGSA.

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        In June 2011, TEGSA entered into a five-year unsecured senior revolving credit facility ("Five-Year Credit Facility"), with total commitments of $1,500 million. TEGSA had no borrowings under the Five-Year Credit Facility at December 30, 2011 and September 30, 2011.

        The 364-Day Credit Facility and the Five-Year Credit Facility (together, the "Credit Facilities") contain financial ratio covenants providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt (as defined in the Credit Facilities) to Consolidated EBITDA (as defined in the Credit Facilities) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.5 to 1.0, an Event of Default (as defined in the Credit Facilities) is triggered. The Credit Facilities and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of December 30, 2011, 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.

        TEGSA's payment obligations under its senior notes, commercial paper, and Credit Facilities are fully and unconditionally guaranteed by TE Connectivity Ltd. Neither TE Connectivity Ltd. nor any of its subsidiaries provides a guarantee as to payment obligations under the 3.50% convertible subordinated notes due 2015 and other notes issued by ADC prior to its acquisition in December 2010.

        Payment of common share dividends and cash distributions to shareholders were $77 million and $71 million in the first quarters of fiscal 2012 and 2011, respectively. In March 2011, our shareholders approved a dividend payment to shareholders of 0.68 Swiss Francs ("CHF") (equivalent to $0.72) per share out of contributed surplus, payable in four equal quarterly installments beginning in the third quarter of fiscal 2011 through the second quarter of fiscal 2012 to shareholders of record on specified dates in each of the four quarters. We paid the third installment of the dividend at a rate of $0.18 per share during the quarter ended December 30, 2011.

        In September 2011, our board of directors approved a recommendation to shareholders to increase the quarterly dividend 17%, from $0.18 to $0.21 per share, for the four fiscal quarters beginning with the third quarter of fiscal 2012. This recommendation is in the form of a cash distribution through a capital reduction in the par value of our common shares. This recommendation will be presented for shareholder approval at our annual general meeting of shareholders in March 2012.

        Contributed surplus originally established during the Change of Domicile for Swiss tax and statutory purposes ("Swiss Contributed Surplus"), subject to certain conditions, is a freely distributable reserve.

        Upon our implementation of Swiss tax law regarding the classification of Swiss Contributed Surplus for Swiss tax and statutory purposes, distributions to shareholders from Swiss Contributed Surplus will be free from withholding tax. We are in discussions with Swiss tax authorities regarding certain administrative aspects of the law related to the classification of Swiss Contributed Surplus for tax and statutory reporting purposes. Should we not be successful in our discussions, we may need to formally enter into an appeal process in order to gain a favorable ruling. While these discussions are on-going, as of September 30, 2011, we provisionally reclassified CHF 9,745 million from free reserves (contributed surplus) to legal reserves (reserves from capital contributions) on our Swiss statutory balance sheet to conform to the presentation requirements of the Swiss tax law as currently interpreted by the Swiss tax authorities. We may, in the future and depending upon the outcome of our discussions and any related appeals, reverse the classification. The current classification may negatively impact our ability to repurchase our shares in future years. See Note 18 to the Condensed Consolidated Financial Statements for additional information.

        During the first quarter of fiscal 2012, we did not purchase any of our common shares under our share repurchase authorization. During the first quarter of fiscal 2011, we purchased approximately 1.4 million of our common shares for $45 million. At December 30, 2011, we had $1,501 million of availability remaining under our share repurchase authorization.

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Backlog

        At December 30, 2011, we had a backlog of unfilled orders of $2,865 million compared to a backlog of $2,961 million at September 30, 2011. Backlog by reportable segment was as follows:

	December 30, 2011		September 30, 2011
	(in millions)
Transportation Solutions	$	1,101	$	1,041
Communications and Industrial Solutions		1,077		1,140
Network Solutions		687		780
Total	$	2,865	$	2,961

Commitments and Contingencies

Income Tax Matters

        In prior years, in connection with the Internal Revenue Service ("IRS") audit of various fiscal years, Tyco International submitted to the IRS proposed adjustments to prior period U.S. federal income tax returns resulting in a reduction in the taxable income previously filed. The IRS accepted substantially all of the proposed adjustments for fiscal 1997 through 2000 for which the IRS had completed its field work. On the basis of previously accepted amendments, we have determined that acceptance of adjustments presented for additional periods through fiscal 2006 is more likely than not to be accepted and, accordingly, have recorded them, as well as the impacts of the adjustments accepted by the IRS, on the Condensed Consolidated Financial Statements.

        As our tax return positions continue to be updated for periods prior to separation, additional adjustments may be identified and recorded on the Condensed Consolidated Financial Statements. While the final adjustments cannot be determined until the income tax return amendment process is completed and accepted by the IRS, we believe that any resulting adjustments will not have a material impact on our results of operations, financial position, or cash flows. Additionally, adjustments may be recorded to equity in the future for the impact of filing final or amended income tax returns in certain jurisdictions where those returns include a combination of Tyco International, Covidien, and/or our subsidiaries for the periods prior to the separation.

        During fiscal 2007, the IRS concluded its field examination of certain of Tyco International's U.S. federal income tax returns for the years 1997 through 2000 and issued Revenue Agent Reports which reflect the IRS' determination of proposed tax adjustments for the 1997 through 2000 period. Tyco International has appealed certain proposed adjustments totaling approximately $1 billion. Additionally, the IRS proposed civil fraud penalties against Tyco International arising from alleged actions of former executives in connection with certain intercompany transfers of stock in 1998 and 1999. Based upon statutory guidelines, Tyco International estimates the proposed penalties could range between $30 million and $50 million. The penalty is asserted against a prior subsidiary of Tyco International that was distributed to us in connection with the separation. Any penalty ultimately imposed upon our subsidiary would be subject to sharing with Tyco International and Covidien under the Tax Sharing Agreement. It is our understanding that Tyco International continues to make progress towards resolving a substantial number of proposed tax adjustments for the years 1997 through 2000; however, several significant matters remain in dispute. The remaining issues in dispute involve the tax treatment of certain intercompany debt transactions. Tyco International has indicated that it is unlikely to achieve the resolution of these contested adjustments through the IRS appeals process, and therefore may be required to litigate the disputed issues. For those issues not remaining in dispute, it is likely that Tyco International will settle with the IRS and pay any related deficiencies within the next twelve months.

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Over the next twelve months, we expect to pay approximately $70 million, inclusive of related indemnification payments, in connection with pre-separation tax matters.

        During fiscal 2011, the IRS completed its field examination of certain Tyco International income tax returns for the years 2001 through 2004, issued Revenue Agent Reports which reflect the IRS' determination of proposed tax adjustments for the 2001 through 2004 period, and issued certain notices of deficiency. In connection with the completion of fieldwork and the settlement of certain tax matters, we made net cash payments of $154 million related to pre-separation deficiencies in the fourth quarter of fiscal 2011.

        The IRS commenced its audit of certain Tyco International income tax returns for the years 2005 through 2007 in fiscal 2011.

        During the first quarter of fiscal 2012, the IRS indicated that it would begin the audit of our income tax returns for the years 2008 through 2010 in fiscal 2012.

        At December 30, 2011 and September 30, 2011, we have reflected $218 million and $232 million, respectively, of income tax liabilities related to the audits of Tyco International's and our income tax returns in accrued and other current liabilities as certain of these matters could be resolved within the next twelve months.

        We continue to believe that the amounts recorded on our Condensed Consolidated Financial Statements relating to the matters discussed above are appropriate. However, the ultimate resolution is uncertain and could result in a material impact to our results of operations, financial position, or cash flows.

Legal Matters

        In the ordinary 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. Management believes that these legal proceedings and claims likely will be resolved over an extended period of time. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows. See Note 11 to the Condensed Consolidated Financial Statements for further information regarding legal proceedings.

Matters Related to Our Former Wireless Systems Business

        Certain liabilities and contingencies related to our former Wireless Systems business were retained by us when this business was sold in fiscal 2009. These include certain retained liabilities related to the State of New York contract and a contingent purchase price commitment related to the acquisition of Com-Net by the Wireless Systems business in 2001. See additional information below.

State of New York Contract

        In September 2005, we were awarded a twenty-year lease contract with the State of New York (the "State") to construct, operate, and maintain a statewide wireless communications network for use by state and municipal first responders. In August 2008, we were served by the State with a default notice related to the first regional network, pursuant to the contract. In January 2009, the State notified us that, in the State's opinion, we had not fully remediated issues cited by the State and it had determined that we were in default of the contract and that it had exercised its right to terminate the contract. The State contended that it had the right under the contract to recoup costs incurred by the State in

51

conjunction with the implementation of the network, and as a result of this contention, in January 2009, the State drew down $50 million against an irrevocable standby letter of credit funded by us.

        In February 2009, we filed a claim in the New York Court of Claims, seeking over $100 million in damages, and alleging a number of causes of action, including breach of contract, unjust enrichment, defamation, conversion, breach of the covenant of good faith and fair dealing, the imposition of a constructive trust, and seeking a declaration that the State terminated the contract "for convenience." In September 2009, the Court granted the State's motion to dismiss all counts of the complaint, with the exception of the breach of contract claim and a claim for breach of warranty in connection with the State's drawdown on the $50 million letter of credit. In November 2009, the State filed an answer to the complaint and counterclaim asserting breach of contract and alleging that the State has incurred damages in excess of $275 million. We moved to dismiss the counterclaim in February 2010, and in June 2010 the Court denied our motion. We filed our answer to the State's counterclaim in July 2010. On December 27, 2011, the Court of Claims entered judgment in our favor in the amount of $25 million, payment of which is expected to be made in the third quarter of fiscal 2012. The Court also dismissed the State's counterclaim against us with prejudice. The Court's judgment resolves all outstanding issues between the parties in this matter. The $25 million judgment is reflected in income from discontinued operations on the Condensed Consolidated Statement of Operations for the quarter ended December 30, 2011.

Com-Net

        At December 30, 2011, we had a contingent purchase price commitment of $80 million related to our fiscal 2001 acquisition of Com-Net. This represents the maximum amount payable to the former shareholders of Com-Net only after the construction and installation of a communications system for the State of Florida was completed and approved by the State of Florida in accordance with guidelines set forth in the contract. Under the terms of the purchase and sale agreement, we do not believe we have any obligation to the sellers. However, the sellers have contested our position and initiated a lawsuit in June 2006 in the Court of Common Pleas in Allegheny County, Pennsylvania, which is in the discovery phase. A liability for this contingency has not been recorded on the Condensed Consolidated Financial Statements as we do not believe that any payment is probable or reasonably estimable at this time.

Off-Balance Sheet Arrangements

        Certain of our segments have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from fiscal 2012 through the completion of such transactions. The guarantees would be triggered in the event of nonperformance, and the potential exposure for nonperformance under the guarantees would not have a material effect on our results of operations, financial position, or cash flows.

        In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We have no reason to believe that these uncertainties would have a material adverse effect on our results of operations, financial position, or cash flows.

        At December 30, 2011, we had outstanding letters of credit and letters of guarantee in the amount of $425 million.

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        We have recorded liabilities for known indemnifications included as part of environmental liabilities. See Note 11 to the Condensed Consolidated Financial Statements for a discussion of these liabilities.

        In the normal course of business, we are liable for contract completion and product performance. In the opinion of management, such obligations will not significantly affect our results of operations, financial position, or cash flows.

        Pursuant to the Separation and Distribution Agreement and Tax Sharing Agreement, upon separation, we entered into certain guarantee commitments and indemnifications with Tyco International and Covidien. Under these agreements, principally the Tax Sharing Agreement, we, Tyco International, and Covidien share 31%, 27%, and 42%, respectively, of certain contingent liabilities relating to unresolved pre-separation tax matters of Tyco International. The effect of the Tax Sharing Agreement is to indemnify us for 69% of certain liabilities settled in cash by us with respect to unresolved pre-separation tax matters. Pursuant to that indemnification, we have made similar indemnifications to Tyco International and Covidien with respect to 31% of certain liabilities settled in cash by the companies relating to unresolved pre-separation tax matters. If any of the companies responsible for all or a portion of such liabilities were to default in its payment of costs or expenses related to any such liability, we would be responsible for a portion of the defaulting party or parties' obligation. These arrangements have been valued upon our separation from Tyco International in accordance with Accounting Standards Codification ("ASC") 460, Guarantees, and, accordingly, liabilities amounting to $250 million were recorded on the Condensed Consolidated Balance Sheet at December 30, 2011. See Notes 10 and 11 to the Condensed Consolidated Financial Statements for additional information.

Critical Accounting Policies and Estimates

        The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses.

        Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, pension and postretirement benefits, share-based compensation, and acquisitions are based on, among other things, judgments and assumptions made by management. During the quarter ended December 30, 2011, there were no significant changes to these policies or to the underlying accounting assumptions and estimates used in these policies from those disclosed in the Consolidated Financial Statements and accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

Accounting Pronouncements

Recently Issued Accounting Pronouncements

        In December 2011 and June 2011, the Financial Accounting Standards Board ("FASB") issued updates to guidance in ASC 220, Comprehensive Income, that change the presentation and disclosure requirements of comprehensive income in interim and annual financial statements. These updates to ASC 220 are effective for us in the first quarter of fiscal 2013 with early adoption permitted. Adoption is not expected to have a material impact on our Condensed Consolidated Financial Statements.

        In December 2011, the FASB issued an update to guidance in ASC 210, Balance Sheet, that enhances the disclosure requirements related to offsetting assets and liabilities. This update to ASC 210 is effective for us in the first quarter of fiscal 2014. Adoption is not expected to have a material impact on our Condensed Consolidated Financial Statements.

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Non-GAAP Financial Measures

Organic Net Sales Growth

        Organic net sales growth is a non-GAAP financial measure. The difference between reported net sales growth (the most comparable GAAP measure) and organic net sales growth (the non-GAAP measure) consists of the impact from foreign currency exchange rates, acquisitions, divestitures, and an additional week in the fourth quarter of the fiscal year for fiscal years which are 53 weeks in length. Organic net sales growth is a useful measure of the underlying results and trends in our business. It excludes items that are not completely under management's control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity and the impact of an additional week in the fourth quarter of the fiscal year for fiscal years which are 53 weeks in length.

        We believe organic net sales growth provides useful information to investors because it reflects the underlying growth from the ongoing activities of our business. Furthermore, it provides investors with a view of our operations from management's perspective. We use organic net sales growth to monitor and evaluate performance, as it is an important measure of the underlying results of our operations. Management uses organic net sales growth together with GAAP measures such as net sales growth and operating income in its decision making processes related to the operations of our reporting segments and our overall company. We believe that investors benefit from having access to the same financial measures that management uses in evaluating operations. The discussion and analysis of organic net sales growth in Results of Operations above utilizes organic net sales growth as management does internally. Because organic net sales growth calculations may vary among other companies, organic net sales growth amounts presented above may not be comparable with similarly titled measures of other companies. Organic net sales growth is a non-GAAP financial measure that is not meant to be considered in isolation or as a substitute for GAAP measures. The primary limitation of this measure is that it excludes items that have an impact on our net sales. This limitation is best addressed by evaluating organic net sales growth in combination with our GAAP net sales. The tables presented in Results of Operations above provide reconciliations of organic net sales growth to net sales growth calculated under GAAP.

Free Cash Flow

        Free cash flow is a non-GAAP financial measure. The difference between net cash provided by continuing operating activities (the most comparable GAAP measure) and free cash flow (the non-GAAP measure) consists mainly of significant cash outflows and inflows that we believe are useful to identify. Free cash flow is a useful measure of our cash generation which is free from any significant existing obligation. It also is a significant component in our incentive compensation plans. Free cash flow permits management and investors to gain insight into the amount that management employs to measure cash that is free from any significant existing obligation.

        Free cash flow excludes net capital expenditures, voluntary pension contributions, and the cash impact of special items. Net capital expenditures are subtracted because they represent long-term commitments. Voluntary pension contributions are subtracted from the GAAP measure because this activity is driven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters, are also considered by management in evaluating free cash flow. We believe investors should also consider these items in evaluating our free cash flow.

        Free cash flow as presented herein may not be comparable to similarly-titled measures reported by other companies. The primary limitation of this measure is that it excludes items that have an impact on our GAAP cash flow. Also, it subtracts certain cash items that are ultimately within management's and the board of directors' discretion to direct and may imply that there is less or more cash available

54

for our programs than the most comparable GAAP measure indicates. This limitation is best addressed by using free cash flow in combination with the GAAP cash flow results.

        The tables presented in Liquidity and Capital Resources above provide reconciliations of free cash flow to cash flows from continuing operating activities calculated under GAAP.

Forward-Looking Information

        Certain statements in this quarterly report on Form 10-Q are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "potential," "continue," "may," "should," or the negative of these terms or similar expressions.

        Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put 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 II. Item 1A. Risk Factors" of this report and "Part I. Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, could also 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;

•

Conditions affecting demand for products in the industries we serve, particularly the automotive industry and the telecommunications, computer, and consumer electronics industries;

•

Competition and pricing pressure;

•

Market acceptance of new product introductions and product innovations and product life cycles;

•

Raw material availability, quality, and cost;

•

Fluctuations in foreign currency exchange rates;

•

Financial condition and consolidation of customers and vendors;

•

Reliance on third-party suppliers;

•

Our ability to attract and retain highly qualified personnel;

•

Risks associated with our proposed acquisition of Deutsch;

•

Risks associated with future acquisitions and divestitures;

•

Global risks of business interruptions such as natural disasters and political, economic, and military instability;

•

Risks related to compliance with current and future environmental and other laws and regulations;

•

Our ability to protect our intellectual property rights;

55

•

Risks of litigation;

•

Our ability to operate within the limitations imposed by our debt instruments;

•

Risks relating to our separation on June 29, 2007 from Tyco International Ltd.;

•

The possible effects on us of various U.S. and non-U.S. legislative proposals and other initiatives that, if adopted, could materially increase our worldwide corporate effective tax rate and negatively impact our U.S. government contracts business;

•

Various risks associated with being a Swiss corporation;

•

The impact of fluctuations in the market price of our shares; and

•

The impact of certain provisions of our articles of association on unsolicited takeover proposals.

        There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        There have been no significant changes in our exposures to market risk during the first three months of fiscal 2012, except for the items discussed below. For further discussion of our exposures to market risk, refer to "Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

Foreign Currency Exposures

        As part of managing the exposure to changes in foreign currency exchange rates, we utilize foreign currency forward and swap contracts, a portion of which are designated as cash flow hedges. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in foreign currency exchange rates on intercompany transactions, accounts receivable, accounts payable, and other cash transactions. In the first quarter of fiscal 2012, in connection with the planned acquisition of Deutsch, a transaction that is expected to be denominated in Euros, we have employed foreign currency forward contracts to manage variability between the Euro and U.S. Dollar and to accumulate Euros for the purpose of the acquisition. A 10% appreciation of the underlying currency in a foreign currency forward or swap contract from the December 30, 2011 market rates would have decreased the unrealized value of our forward contracts by $99 million, while a 10% depreciation would have increased the unrealized value by $99 million. A 10% appreciation of the underlying currency in a foreign currency forward or swap contract from the September 30, 2011 market rates would have decreased the unrealized value of our forward contracts by $20 million, while a 10% depreciation would have increased the unrealized value by $20 million. Such gains or losses on contracts not associated with the planned acquisition of Deutsch would be generally offset by the gains or losses on the revaluation or settlement of the underlying transactions, or, for contracts associated with the planned acquisition of Deutsch, such gains or losses would be generally offset by gains or losses on the revaluation of intercompany non-derivative financial instruments.

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ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

        Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of December 30, 2011. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 30, 2011.

Changes in Internal Control Over Financial Reporting

        During the quarter ended December 30, 2011, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        There have been no material developments in our legal proceedings since we filed our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, except the development described under "Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations—Commitments and Contingencies—Matters Related to Our Former Wireless Systems Business—State of New York Contract" of this report. For a description of our previously reported legal proceedings, refer to "Part I. Item 3. Legal Proceedings" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

ITEM 1A.    RISK FACTORS

        There have been no material changes in our risk factors from those disclosed in "Part I. Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011 except as otherwise described below. The risk factors disclosed in our Annual Report on Form 10-K, in addition to other information set forth below and in this report, could materially affect our business operations, financial condition, or liquidity. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business operations, financial condition, and liquidity.

The Deutsch acquisition may not be successful.

        We recently announced our entry into a sale and purchase agreement to acquire Deutsch. Risks associated with the acquisition of Deutsch include the risk that the acquisition may not be consummated, the risk that regulatory approval that may be required for the acquisition is not obtained or is obtained subject to conditions that are not anticipated, the risk that Deutsch's operations will not be integrated successfully into ours, and the risk that revenue opportunities, cost savings, and other anticipated synergies from the acquisition may not be fully realized or may take longer to realize than expected, the occurrence of which could adversely affect our results of operations, financial position, and cash flows.

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ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

        None.

Issuer Purchases of Equity Securities

        The following table presents information about our purchases of our common shares during the quarter ended December 30, 2011:

Period	Total Number of Shares Purchased(1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)		Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2)
October 1- October 28, 2011		2,729	$	29.61		—	$	1,500,631,148
October 29 - December 2, 2011		187,256		34.16		—		1,500,631,148
December 3 - December 30, 2011		—		—		—		1,500,631,148
Total		189,985	$	34.09		—

(1)

This column includes the acquisition of 189,985 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 during the quarter ended December 30, 2011.

(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.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

        None.

ITEM 4.    RESERVED

ITEM 5.    OTHER INFORMATION

        None.

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ITEM 6.    EXHIBITS

Exhibit Number		Exhibit
	10.1	Sale and Purchase Agreement among TE Connectivity Ltd. and the Sellers named therein with respect to Deutsch Group SAS, dated as of December 14, 2011*
	10.2	364-Day Credit Agreement among Tyco Electronics Group S.A., as borrower, TE Connectivity Ltd., as guarantor, the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent, dated as of December 20, 2011 (Incorporated by reference to Exhibit 10.1 to TE Connectivity Ltd.'s Current Report on Form 8-K, filed December 21, 2011)
	31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
	31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
	32.1	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
	101	Financial statements from the Quarterly Report on Form 10-Q of TE Connectivity Ltd. for the quarterly period ended December 30, 2011, filed on January 27, 2012, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements*

*

Filed herewith

**

Furnished herewith

        Neither TE Connectivity Ltd. nor any of its consolidated subsidiaries has outstanding any instrument with respect to its long-term debt, other than those filed as an exhibit to TE Connectivity Ltd.'s Annual Report on Form 10-K for the fiscal year ended September 30, 2011 or to this Quarterly Report, under which the total amount of securities authorized exceeds 10% of the total assets of TE Connectivity Ltd. and its subsidiaries on a consolidated basis. TE Connectivity Ltd. hereby agrees to furnish to the U.S. Securities and Exchange Commission, upon request, a copy of each instrument that defines the rights of holders of such long-term debt that is not filed or incorporated by reference as an exhibit to our annual and quarterly reports.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TE CONNECTIVITY LTD.
By:	/s/ TERRENCE R. CURTIN Terrence R. Curtin Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

Date: January 27, 2012

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EX-10.1

Exhibit 10.1

Dated December 14, 2011

By and between

LuxConnecting Parent Sàrl
Winvest International S.A. SICAR
Trief Corporation
Mr. Jean-Marie Painvin
Mrs. Charlotte Painvin
Banque Neuflize OBC
Mr. Bertrand Dumazy
the Managers

as Sellers

and

TE Connectivity Ltd.

as Purchaser

with respect to

Deutsch Group SAS

SALE AND PURCHASE AGREEMENT

SALE AND PURCHASE AGREEMENT

THIS SALE AND PURCHASE AGREEMENT, dated December 14, 2011 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), is by and between:

(1)LuxConnecting Parent, a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg with a share capital of €75,966,725, registered with the registre du commerce et des sociétés of Luxembourg under number 117288 (Section B), represented by Trief (as defined below), itself represented by Frédéric Lemoine and Bernard Gautier, duly empowered (“LuxConnecting Parent”);

(2)Winvest International S.A. SICAR, a société anonyme organized under the laws of Luxembourg with a share capital of €48,215,000, registered with the registre du commerce et des sociétés of Luxembourg under number 125540 (Section B), represented by Bernard Gautier, duly empowered (“Winvest”);

being specified that LuxConnecting Parent and Winvest are acting jointly and severally and are referred to together as the “Investors”;

(3)Trief Corporation, a société anonyme organized under the laws of the Grand Duchy of Luxembourg with a share capital of €1,047,025,000, registered with the registre du commerce et des sociétés of Luxembourg under number 50162 (Section B), represented by Frédéric Lemoine and Bernard Gautier, duly empowered (“Trief”);

(4)Banque Neuflize OBC, a société anonyme à directoire et conseil de surveillance organized under the laws of France with a share capital of €383,507,453, registered with the registre du commerce et des sociétés of Paris under number 552 003 261 and having its registered office at 3 avenue Hoche, 75008 Paris, France (“Neuflize”);

(5)Mr. Bertrand Dumazy, born on July 10, 1971 and residing 2, avenue Vion Whitcomb, 75016 Paris, France( “Mr. Bertrand Dumazy”);

(6)Mrs. Charlotte Painvin, born on August 28, 1959, and residing 310 East 53rd Street — Apt 26 C, New-York 10 022, USA, represented by Mr. Jean-Marie Painvin, duly empowered (“Mrs. Charlotte Painvin”);

(7)Mr. Jean-Marie Painvin, born on November 22, 1951, and residing 310 East 53rd Street — Apt 26 C. New-York 10 022, USA ( “Mr. Jean Marie-Painvin”);

being specified that Mrs. Charlotte Painvin and Mr. Jean-Marie Painvin are acting jointly and severally and are hereafter referred to together as “Mr. and Mrs. Painvin”;

(8)The Managers listed in Schedule A, represented by Mr. Bertrand Dumazy, each acting severally but not jointly (agissant conjointement mais sans solidarité entre eux);

The Investors, Trief, Neuflize, Mr. Bertrand Dumazy, Mr. and Mrs. Painvin and the Managers, each acting severally but not jointly (agissant conjointement mais sans solidarité entre eux), are together referred to as the “Sellers”, and individually as a “Seller”.

AND

(9)TE Connectivity Ltd., a corporation organised under the laws of Switzerland, with a share capital of CHF 634,420,537.08, having its registered office at Rheinstrasse, CH-8200

2

Schaffhausen, Switzerland, registered with the Trade Register of Canton Schaffhausen under number CH-290.3.016.499-3, itself represented by Thomas J. Lynch, duly authorised for the purpose hereof (the “Purchaser”),

The parties (1) to (9) above shall be hereafter collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS:

(A)Deutsch Group is a société par actions simplifiée organised under the laws of France with a share capital of €86,746,402.50, having its registered office at 8, rue Paul Héroult, ZAC Sainte-Geneviève, 92500 Rueil-Malmaison and whose identification number is 488 626 748 RCS Nanterre (the “Company”).

(B)The Company is the holding company of the group of companies named Deutsch Group and owns, directly and indirectly, interests in the companies as set forth in Schedule B (collectively referred to with the Company, the “Group”).

(C)The share capital of the Company is composed of (the “Company Shares”):

·17,147,359 ordinary shares (actions ordinaires) (the “Ordinary Shares”);

·947,943 preferred shares of category 1 (actions de préférence n°1) (the “Preferred Shares n°1”);

·154,326,229 preferred shares of category 2 (actions de préférence n°2) (the “Preferred Shares n°2”);

·1,071,274 preferred shares of category 3 (actions de préférence n°3) (the “Preferred Shares n°3”).

(D)The Company has also issued 158,810,125 subordinated convertible bonds (obligations convertibles en actions) (the “Convertible Bonds”), the Company Shares together with the Convertible Bonds being hereinafter referred to as the “Company Securities”.

(E)It is also specified that the Company has decided on December 15, 2010 to implement a new incentive scheme pursuant to which certain Managers (the “Stock-Option Holders” as identified in Schedule E) have been allotted on December 15, 2010, July, 6 2011 and November 8, 2011 9,653,500 stock options of which 108,169 were forfeited and  9,545,331 are outstanding thus entitling their holders to acquire a maximum of 9,545,331 new ordinary shares of the Company in aggregate (the “Stock-Options”).

(F)The Company Securities together with the Stock-Options represent 100% of the securities giving right to the share capital and voting right of the Company.

(G)Manco, whose share capital is composed of 2,242,286 ordinary shares held by certain Managers and LuxConnecting Parent and one golden share held by Trief (collectively, the “Manco Securities”), owns 115,530 Ordinary Shares, 1,039,769 Preferred Shares n°2 and 1,071,274 Preferred Shares n°3, issued by the Company.

(H)The Sellers own all the Company Securities and all the Manco Securities whose precise allocation between them is set forth in Schedule H hereafter.

(I)The Purchaser sent to the Sellers a letter dated November, 29 2011 containing certain understandings regarding the Group’s future and long term expansion.

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(J)The Purchaser has agreed to purchase, and the Sellers have agreed to sell, the Company Shares (except those owned by Manco), the Convertible Bonds, and the Manco Securities (the “Transferred Securities”) on the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, the Parties hereto do hereby agree as follows:

1Interpretation

1.1Definitions

In addition to such terms as are defined elsewhere in this Agreement:

“Accounting Conformance Measures” shall mean the measures described in the attached Schedule 1.0 of this Agreement;

“Acquired Companies” shall mean the Group Companies and Manco;

“Affiliate” when used with reference to a specified Person shall mean any Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such specified Person; for such purposes, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise;

“Agreement” shall have the meaning ascribed to it at the forefront of this Agreement;

“Antitrust Authorities” shall mean the European Commission (or the member states of the European Economic Area who have jurisdiction to review the transaction individually, namely Austria, Estonia, France, Germany, Norway, Portugal, Spain and the United Kingdom), the U.S. Federal Trade Commission, the U.S. Department of Justice, Antitrust Division, and the relevant competent national Governmental Authorities regarding concentrations and competition matters in Ukraine and Turkey;

“Antitrust Clearances” shall mean (i) an express or implied decision from the relevant applicable Antitrust Authorities, which, in accordance with the relevant applicable antitrust laws, authorises (as the case may be, subject to certain undertakings) or does not prevent the concentration resulting from the acquisition of the Company (and indirectly of the Group Companies) by the Purchaser or (ii) the expiry of the applicable waiting period which is deemed to be an official waiver from the relevant applicable Antitrust Authorities under the applicable antitrust laws, as the case may be;

“Business” shall mean the business of the Group Companies as presently conducted;

“Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in Paris (France), London (United Kingdom) and New York City (United States) or any other day on which commercial banking institutions in such cities are authorised or required to close;

“Call Option Exercise Price” shall mean, for each Stock-Option Holder not having elected to waive the benefit of the Put and Call Undertakings, the amount (in euro) of the purchase price which such Stock-Option Holder would have received if he/she had held on the Completion Date the number of Ordinary Shares he/she is entitled to subscribe upon exercise of his/her vested Stock-Options less the aggregate Stock-Option exercise price

4

he/she would have paid to the Company upon exercise of his/her vested Stock-Options.  A good faith estimate of this amount for each of the Stock-Option Holders has been notified by the Sellers’ Representative to the Purchaser prior to the date hereof;

“CFIUS” shall mean the Committee on Foreign Investment in the United States;

“China Merger” shall mean the merger being currently implemented between Deutsch Connectors Trading (Shanghai) Co, Ltd and Deutsch Connectors Manufacturing (Shanghai) Co, Ltd;

“Company” shall have the meaning ascribed to it in paragraph (A) of the Preamble of this Agreement;

“Company Securities” shall have the meaning ascribed to it in paragraph (D) of the Preamble of this Agreement

“Company Shares” shall have the meaning ascribed to it in paragraph (C) of the Preamble of this Agreement;

“Completion” shall have the meaning ascribed to it in Section 4.1 of this Agreement;

“Completion Date” shall have the meaning ascribed to it in Section 4.1 of this Agreement;

“Completion Payments” shall have the meaning ascribed to it in Section 3.3.2 of this Agreement;

“Convertible Bonds” shall have the meaning ascribed to it in paragraph (D) of the Preamble of this Agreement;

“Defaulting Sellers” shall have the meaning ascribed to it in Section 4.2.4 of this Agreement;

“Encumbrance” shall mean any pledge of real or personal property (nantissement or gage), mortgage (hypothèque), lien (privilège), right of retention (droit de rétention), pre-emption right (droit de pré-emption), right of preference (droit de préférence) charge (charge), ownership right (démembrement), easement or right of way (servitude), or other security (sûreté) or similar right restricting in any manner the ownership or the transferability of the relevant asset;

“Entity” shall mean any company (société), partnership (limited or general), joint venture, trust, association, economic interest group (groupement d’intérêt économique) or other organisation, enterprise or entity;

“Existing Encumbrances” shall mean the Encumbrances listed in Schedule 1.1 granted by the Group Companies in guarantee of their payment obligations under the Financing Documents;

“Existing Financing Banks” shall mean the finance parties under the Financing Documents;

“Financing Documents” shall mean (i) the Senior and Second Lien Facilities Agreement, (ii) the terms and conditions of the €27,731,558 mezzanine A bonds issued by the Company on June 22, 2006, dated June 22, 2006, as amended and restated by an amendment and restatement agreement dated April 30, 2010, (iii) the terms and conditions of the US$40,000,000 mezzanine B bonds issued by the Company on June 22, 2006, dated June 22, 2006, as amended and restated by an amendment and restatement

5

agreement dated April 30, 2010, (iv) the terms and conditions of the Old Money Bonds, and (v) the terms and conditions of the New Money Bonds;

“Governmental Authority” shall mean any domestic, foreign or supranational court or other judicial authority or governmental, administrative or regulatory body, department, agency, commission or authority;

“Group” shall have the meaning ascribed to it in paragraph (B) of the Preamble of this Agreement;

“Group Companies” shall mean any Entity which is a member of the Group;

“Group Indebtedness” shall mean all outstanding and unpaid amounts (in principal, interest, break costs and any other sums including in connection with voluntary or mandatory prepayments) of any Group Company pursuant to, or in connection with, the Financing Documents;

“Indebtedness” shall mean the outstanding and unpaid principal and interest amount of any Acquired Company pursuant to, or in connection with, (i) the Financing Documents and (ii) other obligations for borrowed money, but excluding for the avoidance of doubt, any outstanding and unpaid principal and interest amount under (x) capital lease agreements, (y) the agreement entered into between Connecteurs Electriques Deutsch SAS and Agence Nationale pour la Valorisation de la Recherche (ANVAR) in relation to an environmental zero coupon loan in an amount of €256,000 and (z) the Tullahoma bonds arrangements, consisting of a bond issuance entered into between the Industrial Development Board of Tullahoma, Tennessee and the Carl Deutsch Business Trust (with bonds now held by Deutsch Bonds, LLC). Schedule 1.2 contains an itemised list of the Indebtedness as of October 31, 2011;

“Initial Purchase Price” shall have the meaning ascribed to it in Section 3.1.1 of this Agreement;

“Investors” shall have the meaning ascribed to it at the forefront of this Agreement;

“Joint Notice” shall have the meaning ascribed to it in Section 9.4.2 of this Agreement;

“Judgment” shall mean any award, decision, injunction, judgment, order or ruling entered, issued, made or rendered by any court, administrative agency or other Governmental Authority or by any arbitrator;

“Law” shall mean any law, statute, regulation, rule, ordinance, principle of common law, order or decree of any Governmental Authority (including any judicial or administrative interpretation thereof) in force, fully implemented and enforceable as of the relevant date;

“Leakage” shall mean the following amount of any of the following payments, distributions or actions made between the Reference Date (included) and the Completion Date:

(i)any dividend, return of capital or distribution of profits or assets declared, paid or made by any Acquired Company to any Seller, Sellers’ Connected Person or any of their Affiliates, or any share capital or other securities of any Acquired Company being redeemed, purchased or repaid;

(ii)any payments made and any transfer of assets made, or agreed to be made, by any Acquired Company, to any Seller, Sellers’ Connected Person or any of their Affiliates;

6

(iii)the waiver or forgiveness by any Acquired Company of any amount owed to any Acquired Company by any Seller, Sellers’ Connected Person or any of their Affiliates;

(iv)any Encumbrance made, created or granted over the assets of any Acquired Company as guarantee of any liability of a Seller, Seller’s Connected Person or any of their Affiliates;

(v)any costs or expenses of any Seller, Seller’s Connected Person or any of their Affiliates relating to the transactions contemplated by this Agreement (including any professional advisers’ fees, any transaction or sales bonuses or other payments payable as a result of Completion) that is paid or incurred by an Acquired Company; or

(vi)any arrangement or agreement to do any of the matters referred to in paragraphs (i) to (v) (inclusive) above;

“Locked-Box Period” shall mean the period from (and including) the Reference Date until (and including) the Completion Date;

“Long Stop Date” shall mean September 30, 2012;

“Long Term Cash Incentive Bonus Plan” shall mean the bonus plan granted for the benefit of certain employees of the Group Companies in accordance with (i) the decision of the Company’s compensation committee of June 25, 2010 and (ii) the corresponding allocation letters;

“LuxConnecting Parent” shall have the meaning ascribed to it at the forefront of this Agreement;

“Management Incentive Plan Discharge Amount” shall mean €46,188,032, such amount (which shall not be subject to any adjustment after the date hereof) corresponding to the sum of (i) the good faith calculation by the Sellers as of the date hereof of the amounts of money required to cover the aggregate Call Option Exercise Price and the aggregate Stock-Option Waiver Amount in respect of Stock-Option Holders electing to waive their Stock-Options pursuant to Section 8.1.6(ii) of this Agreement and (ii) €4,570,389 as gross up and equalization amount in respect of the Stock-Option Holders electing to waive their Stock-Options pursuant to Section 8.1.6(ii) of this Agreement;

“Manco” shall mean Butterfly Management, a société par actions simplifiée organised under the laws of France with a share capital of €1,793,829.80, registered with the registre du commerce et des sociétés of Nanterre under number 491498929, and having its registered office at Zac Sainte Genevieve, 8 rue Paul Héroult, 92500 Rueil-Malmaison, France;

“Manco Securities” shall have the meaning ascribed to it in paragraph (G) of the Preamble of this Agreement;

“Mr. Bertrand Dumazy” shall have the meaning ascribed to it at the forefront of this Agreement;

“Mr. Jean-Marie Painvin” shall have the meaning ascribed to it at the forefront of this Agreement;

“Mr. and Mrs. Painvin” shall have the meaning ascribed to it at the forefront of this Agreement;

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“Mrs. Charlotte Painvin” shall have the meaning ascribed to it at the forefront of this Agreement;

“Neuflize” shall have the meaning ascribed to it at the forefront of this Agreement;

“New Money Bonds” shall mean 102,065,709 unsecured and unguaranteed bonds (obligations) issued by the Company on April 30, 2010, in a principal amount  of $102,065,709 as of April 30, 2010;

“Old Money Bonds” shall mean 3,414,014 unsecured and unguaranteed bonds (obligations) issued by the Company on April 30, 2010, in a principal amount (including capitalised interests from April 30, 2010 to April 30, 2011) of $3,414,014 as of April 30, 2010;

“Ordinary Shares” shall have the meaning ascribed to it in paragraph (C) of the Preamble of this Agreement;

“Organisational Documents” shall mean when used with respect to (i) any company (société) or other incorporated Entity, the memorandum and articles of association (statuts), charter or similar constitutive document of such company (société) or other incorporated Entity, as filed with the relevant commercial registry, company registrar or other Governmental Authority, as the same may be amended, supplemented or otherwise modified from time to time, and to (ii) any partnership or other unincorporated Entity, its certificate of formation, partnership agreement, governing agreement (contrat constitutif) and/or similar constitutive document, as the same may be amended, supplemented or otherwise modified from time to time;

“Parties” shall have the meaning ascribed to it at the forefront of this Agreement;

“Permitted Leakage” shall mean:

(i)any compensation payments (including bonus schemes) made to any of the Sellers in their capacity as officers, directors or employees (as the case may be) of an Acquired Company pursuant to and in accordance with the express terms of their employment agreements or other arrangements regarding their term of office (as officers or directors) entered into prior to the Reference Date; provided that any discretionary amounts awarded under such agreements or arrangements shall be consistent with past practices;

(ii)any payments specifically agreed by or on behalf of the Purchaser in writing from time to time;

(iii)any management fees paid or payable to Winvest Conseil Sàrl, a company organised under the laws of Luxembourg, having its registered office located at 115 avenue Gaston Diderich, L-1420, Luxembourg, Grand Duchy of Luxembourg and registered with the registre du commerce et des sociétés of Luxembourg under number 123591 (section B), in respect of services rendered to the Acquired Companies during the financial year ending December 31, 2011 and the period between January 1, 2012 and the Completion Date in compliance with relevant management fee agreements, which amount shall not exceed $1,750,000 in aggregate for 2011, and a portion of such amount pro rated through the Completion Date for 2012;

8

(iv)any attendance fees (jetons de présence) paid to the Company’s board of directors members in accordance with past practices, which payments shall not exceed €100,000 in aggregate for each financial year;

(v)any payments made to Neuflize in respect of services rendered to the Acquired Companies pursuant to existing commercial relationships that have been entered into on arms length terms in the ordinary course of business consistent with past practices;

(vi)any payment or transfer of assets to a Wendel operational portfolio company part of one of the groups of companies named in Wendel’s public disclosure document (document de référence), pursuant to a non-management fee commercial agreement entered into on arms length terms in the ordinary course of business;

(vii)reimbursement by any Group Company of the recruitment expenses incurred by Wendel on account of the Company in an amount VAT included of €167,000; and

(viii)for the avoidance of doubt, any repayment of Group Indebtedness made on the Completion Date in accordance with Section 3.3.2;

“Person” shall mean a natural person, Entity, or Governmental Authority;

“Pre-Completion Statement” shall have the meaning ascribed to it in Section 3.3.1 of this Agreement;

“Preferred Shares n°1” shall have the meaning ascribed to it in paragraph (C) of the Preamble of this Agreement;

“Preferred Shares n°2” shall have the meaning ascribed to it in paragraph (C) of the Preamble of this Agreement;

“Preferred Shares n°3” shall have the meaning ascribed to it in paragraph (C) of the Preamble of this Agreement;

“Projections” shall have the meaning ascribed to it in Section 7.4.4 of this Agreement;

“Purchase Price” shall have the meaning ascribed to it in Section 3.1.1 of this Agreement;

“Purchaser” shall have the meaning ascribed to it at the forefront of this Agreement;

“Put and Call Options Undertakings” shall refer to the rights or obligations (as the case may be) of the Stock-Option Holders under the put and call options agreements entered into on the date hereof pursuant to Article 8.1.6 of this Agreement.

“Reference Date” shall mean June 30, 2011;

“Revolver” shall mean the USD$40,000,000 revolving facility provided for in the Senior and Second Lien Facilities Agreement;

“Section 721” shall mean Section 721 of the Defense Production Act of 1950, codified as amended at 50 U.S.C. app. § 2170 et seq;

“Seller” shall have the meaning ascribed to it at the forefront of this Agreement;

“Sellers’ Connected Persons” (or individually, a “Sellers’ Connected Person”) shall mean directors, officers, employees, agents, representatives or advisers (other than ordinary course of business advisers) of the Sellers;

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“Sellers’ Representative” shall have the meaning ascribed to it in Section 11.5 of this Agreement;

“Senior and Second Lien Facilities Agreement” shall mean the US$725,000,000 senior and second lien facilities agreement entered into on June 22, 2006 as amended and restated by amendment and restatement agreements dated September 15, 2009 and April 30, 2010 by inter alia the Company and other Group Companies as borrower and guarantor, and the Royal Bank of Scotland plc (Paris Branch) as agent and security agent;

“SHA” shall mean the shareholders’ agreement entered into between the Securities Holders of the company on June 22, 2006 as amended and restated on January 11, 2011;

“Shares” shall have the meaning ascribed to it in Schedule 8.1.6 of this Agreement.

“Stock-Options” shall have the meaning ascribed to it in paragraph (E) of the Preamble of this Agreement;

“Stock-Option Holders” shall have the meaning ascribed to it in paragraph (E) of the Preamble of this Agreement;

“Stock-Options Waiver Amount” shall have the meaning ascribed to it in Section 8.1.6 of this Agreement. A good faith estimate of this amount for each of the Stock-Option Holders has been notified by the Sellers’ Representative to the Purchaser prior to the date hereof;

“Tax” shall mean all forms of taxation, levies, imposts and duties (including income tax, corporation tax, capital gains tax, registration tax, inheritance tax, withholding tax, net wealth tax, value added tax, turnover tax, customs and other import or export duties, excise duties, capital taxes, transaction taxes, stamp duties), social security and other similar contributions, together with any interest or penalties thereto, imposed by any Governmental Authority;

“The Managers” shall have the meaning ascribed to it at the forefront of this Agreement;

“Transferred Securities” shall have the meaning ascribed to it in paragraph (J) of the Preamble of this Agreement;

“Trief” shall have the meaning ascribed to it at the forefront of this Agreement;

“Wendel” shall mean a société anonyme à directoire et conseil de surveillance organised under the laws of France, registered with the registre du commerce et des sociétés of Paris under number 572 174 035 and having its registered office at 89, rue Taitbout, 75009 Paris, France; and

“Winvest” shall have the meaning ascribed to it at the forefront of this Agreement.

2Sale and Purchase of the Transferred Securities

Upon the terms and subject to the conditions set forth in this Agreement, on the Completion Date, each of the Sellers undertakes to sell and deliver to the Purchaser the Transferred Securities, with effect on the Completion Date, free and clear of all Encumbrances and the Purchaser undertakes to (i) purchase from the Sellers the Transferred Securities, with effect on the Completion Date, free and clear of all Encumbrances, together with all rights (including any interest attached thereto, as applicable), then and hereafter attaching thereto; and (ii) repay on behalf of the Group Companies, or cause the Group Companies to repay, the full amount of the Group Indebtedness as provided in Section 3.2.

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3Purchase Price of the Transferred Securities

3.1Purchase Price

3.1.1The aggregate consideration to be paid by the Purchaser to the Sellers for the sale of all of the Transferred Securities shall be equal to a total fixed amount of one billion and one hundred fifty million € 1,150,000,000 (the “Initial Purchase Price”),

plus,

(i)if the Completion Date occurs after February 28, 2012 (except for a cause on which the Sellers are the principal cause of the delay), interest in an amount equal to an annual interest (computed on the basis of the number of days lapsed and of a year of 365 days) of 5.5% of the Initial Purchase Price for the period starting on (and including) February 28, 2012 and ending on (and including) the Completion Date,

less,

(ii)the Management Incentive Plan Discharge Amount;

less,

(iii)the amount (converted in euros on a $1.35 for €1 exchange rate) to be paid on the Completion Date to discharge in full the Old Money Bonds and the New Money Bonds, respectively (including for the avoidance of doubt, principal, interest, break costs and any other sums payable in connection with voluntary or mandatory prepayments),

(the “Purchase Price”)

3.1.2The Purchase Price shall not be subject to any upwards or downwards adjustment, without prejudice to Sections 6.2 and 5.7.

3.1.3The Purchase Price shall be allocated among the various categories of Transferred Securities and among the Sellers as set forth in Schedule 3.1 (it being understood that such allocation is determined among the Sellers only, without the participation of the Purchaser).

3.2Repayment of Group Indebtedness

3.2.1Purchaser’s Covenants

(i)The Purchaser acknowledges that the Group Indebtedness will be paid in full on the Completion Date.

(ii)On the Completion Date, the Purchaser shall, as an essential condition to the sale of the Transferred Securities, in addition to the payment of the Purchase Price, repay on behalf of the Group Companies, or cause the Group Companies to repay, the full amount of the Group Indebtedness with value date (date de valeur) on the Completion Date in each case in accordance with the Financing Documents (and, for the avoidance of doubt, such amount shall, with respect to the Old Money Bonds and the New Money Bonds, be equal to the amount set out in Section 3.1.1(iii)), provided that the Purchaser shall not be liable for any default interest amounts which would have been incurred by any Group Company as a

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result of a breach of the Financing Documents terms and conditions (other than a breach caused by the Purchaser).

3.2.2Sellers’ Covenants

In order to allow the Purchaser to fulfil its obligations set forth in Section 3.2.1 above, the Sellers’ Representative shall deliver to the Purchaser no later than five (5) Business Days prior to the Completion Date (i) a statement issued by the facility’s agent and/or the creditors under each of the Financing Documents indicating the amount to be repaid by the Group Companies as of the Completion Date pursuant to the Financing Documents and (ii) a statement from the security agents and/or the creditors under each of the Financing Documents stating that the Existing Encumbrances (if any) shall be released upon and subject only to the full repayment of the applicable Group Indebtedness, it being further agreed that subject to the delivery of the above mentioned statement, the Purchaser shall be exclusively responsible for obtaining the release of the Existing Encumbrances. The Sellers will further grant the Purchaser access to the Company’s chief financial officer in order to prepare the repayment of any other item of Indebtedness (other than overdrafts) and the release of the related Encumbrances (if any) that the Purchaser wishes to be paid off or released (as the case may be) on the Completion Date.

3.3Pre-Completion Statement and Completion Payments

3.3.1Pre-Completion Statement

At least five (5) Business Days prior to the Completion Date, the Sellers’ Representative as defined in Section 11.5 shall deliver to the Purchaser a statement (the “Pre-Completion Statement”) setting out:

(a)the amount of the Purchase Price together with (x) both the aggregate Stock-Option Waiver Amount and the aggregate Call Option Exercise Price and (y) an updated Schedule 3.1 as of the Completion Date;

(b)the itemized amount of the Group Indebtedness at the Completion Date pursuant to Section 3.2.2 above; and

(c)the itemized summary of the payments to be made on the Completion Date by the Purchaser in accordance with Section 3.3.2 below.

The Pre-Completion Statement shall also provide for all appropriate information regarding bank accounts to which transfers have to be made on the Completion Date.

3.3.2Completion Payments

On Completion, the Purchaser shall:

(a)pay or cause the Group Companies to pay an amount equal to the Group Indebtedness (with value date of the Completion Date), as specified in the Pre-Completion Statement, by electronic transfers of funds to the accounts of the Existing Financing Banks and of the Sellers’ Representative (as the case may be) as specified in the Pre-Completion Statement;

(b)pay or cause the Acquired Companies to pay the aggregate Stock-Option Waiver Amount (with value date of the Completion Date), as notified by the

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Sellers’ Representative to the Purchaser as contemplated under Section 3.3.1(a) above; and

(c)pay to the Sellers’ Representative, acting on behalf of the Sellers, the full amount of the Purchase Price (with value date of the Completion Date) by electronic transfers of funds to the accounts of the Sellers’ Representative (with a copy of such wire transfer order and of the SWIFT screen evidencing the transfer being delivered to the Sellers’ Representative).  Receipt by the Sellers’ Representative of the payment of the Purchase Price in its bank accounts shall be an effective discharge of the Purchaser’s obligation to make such payment.

The payments referred to in paragraphs (a), (b) and (c) above are together defined as the “Completion Payments”.

4Completion

4.1Date and place of Completion

Provided that (i) the conditions to the obligations of the Parties set out in Section 9 have been satisfied or waived by the Parties in accordance with Section 9 below and (ii) this Agreement has not been previously terminated pursuant to Section 10 below, the consummation of the sale and purchase of the Transferred Securities (the “Completion”) shall be held at the Paris offices of Davis Polk & Wardwell LLP, on the third (3rd) Business Day following the satisfaction or waiver of the conditions precedent set out in Section 9, or at such other location, time of day or date as the Purchaser and the Sellers’ Representative may agree in writing. The date on which Completion shall take place is referred to herein as the “Completion Date”.

4.2Completion Matters

4.2.1Closing deliveries of the Sellers

On the Completion Date, the Sellers shall deliver or make available to the Purchaser:

(i)Duly executed share transfer forms (ordres de mouvement) in respect of the transfer of the Transferred Securities to the Purchaser;

(ii)Duly executed tax transfer forms (formulaires cerfa n°2759 DGI) in respect of the transfer of the Company Shares (except those held by Manco) and the Manco Securities;

(iii)Regarding each of the Acquired Companies, the shareholders’ registers (registres de mouvement de titres) and the shareholders’ individual accounts (compte individuel d’actionnaires), together with the minute books for their shareholders’ meetings (registre des procès-verbaux d’assemblées générales);

(iv)Duly executed resignation letters from each Investor representative from their office as directors or members of a supervisory board of any of the Acquired Companies, with effect on the Completion Date, it being agreed that the Sellers will use their best efforts to obtain the resignation letters (with effect on the Completion Date) of the Acquired Companies

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independent board members and board members which can not be removed by shareholders’ decision; and

(v)As regards each Stock-Option Holder having so elected, a duly executed waiver letter confirming such Stock-Option Holder’s irrevocable waiver of his/her right to exercise his/her Stock-Options against payment of the Stock-Option Waiver Amount,as contemplated under Section 8.1.6(ii) below.

4.2.2Closing deliveries of the Purchaser

On the Completion Date, the Purchaser shall:

(i)Deliver to the Sellers evidence of the fulfilment (or waiver as applicable) of the conditions precedent set out in Section 9; and

(ii)Make the Completion Payments in accordance with the provisions of Section 3.3.2.

4.2.3All matters at Completion will be considered to take place simultaneously, and no action and delivery of any document will be deemed complete until all actions, transactions and deliveries of documents required by this Agreement are fully completed, it being specified however that the closing deliveries set forth in Section 4.2.2 are for the benefit of the Sellers only, and the closing deliveries set forth in Section 4.2.1 are for the benefit of the Purchaser only, and may therefore be waived in whole or in part by their respective beneficiary.

4.2.4The Purchaser shall have no obligation to consummate the transactions contemplated by this Agreement unless all (and not less than all) of the Transferred Securities are delivered to it in accordance with the terms hereof.  Notwithstanding anything to the contrary in this Agreement, if for any reason one or more Seller(s) is (are) unable to deliver Transferred Securities to the Purchaser (the “Defaulting Seller(s)”), the Purchaser shall, without liability on its part, be entitled to either:

(i)decide to postpone the Completion Date; and/or

(ii)decide to proceed with the Completion with respect to the other (non-Defaulting) Sellers and reserve its rights to subsequently enforce this Agreement as against the Defaulting Sellers.

5Representations and Warranties of the Sellers

Each of the Sellers hereby make the representations and warranties set forth below to the Purchaser in consideration of the purchase by it of the Transferred Securities, it being specified that (i) the representations set out in Sections 5.1 to 5.4 are given by each Seller (only as to and for itself) and therefore each Seller shall indemnify the Purchaser for any damage suffered by the Purchaser which is the direct consequence of the breach by such Seller of these representations and (ii) the Sellers’ liability for breach of any representation is not joint (sans solidarité) (except (a) between the Investors, on the one hand, and (b) between Mr. and Mrs. Painvin, on the other hand) notwithstanding the fact that several Sellers would be liable to indemnify the Purchaser on identical grounds.

Such representations and warranties are deemed to be made as of the date hereof and as of the Completion Date (except for such representations and warranties expressed to be

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made on any other specified date, which shall only be true and correct as at such other specified date).

The Purchaser hereby expressly acknowledges that (i) the Sellers do not make any other representation or warranty than those included in this Section 5 and (ii) the Purchaser does not rely on any other representation or warranty than those included in this Section 5.

The representations contained in Sections 5.7, 5.8 and 5.9 are subject to the following limitations:

(i)the Purchaser will have no claim for damages for a breach of Sections 5.8 and 5.9 unless the amount of such damages exceeds €10,000,000;

(ii)Sellers’ aggregate liability for breaches of Sections 5.8 and 5.9 shall not exceed €50,000,000; and

(iii)any claim for damages by Purchaser for breach of Section 5.8 or 5.9 must be made within six months of the Completion Date and any claim for damages by Purchaser for breach of Section 5.7 must be made on or prior to December 31, 2012.

For the avoidance of doubt, (i) the foregoing limitations are not applicable to any claim for fraud, and (ii) the Sellers’ indemnification obligations in respect of the aggregate amount of Indebtedness as of October 31, 2011 set forth in Section 5.7 are limited to the accuracy of such aggregate amount, and do not extend to the accuracy of each individual item of debt set forth in Schedule 1.2.

5.1Capacity of the Sellers

5.1.1Each Seller, if an Entity, is duly organised and validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and has the requisite power and authority, to enter into and to perform this Agreement and the other documents to be executed by it in accordance with this Agreement and to consummate the transactions contemplated hereby and thereby, and if an individual, no authorization or consent (from any third party, tutor or court) is required to enter into this Agreement and sell such Seller’s Transferred Securities hereunder.

5.1.2The execution of this Agreement and the performance of the obligations of each Seller which is an Entity hereunder have been duly authorized by the competent corporate bodies of such Seller, and no other corporate action on the part of such Seller is necessary to authorize the execution of this Agreement and the performance of such Seller’s obligations hereunder.

5.1.3This Agreement and all other documents to be executed in accordance with it to which it is a party constitute, or will when executed constitute, valid and binding obligations of each Seller enforceable against it/him/her in accordance with its terms.

5.2No conflict

Neither the entering into this Agreement, nor the performance by each Seller of its obligations under this Agreement and any other agreement entered into pursuant to this Agreement, nor the consummation of the transactions provided for hereby and thereby shall constitute a violation of, or a default under, or conflict with (i) any term or provision of the articles of association of each Seller which is an Entity, or (ii) any contract of each

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Seller, the effect of which would materially impair the ability of such Seller to perform its obligations pursuant to this Agreement or to any other agreement entered into pursuant to this Agreement, or (iii) any order, writ, injunction, decree, judgment or any legal body to which the Seller is a party or by which such Seller or any of its properties and assets is bound, the effect of which would materially impair the ability of such Seller to perform its obligations pursuant to this Agreement or to any other agreement entered into pursuant to this Agreement.

5.3Insolvency and dissolution

Each Seller which is an Entity is not insolvent and is not subject to any bankruptcy or equivalent proceedings, in particular to any proceedings with a view to the prevention or resolution of business difficulties. No Seller is subject to a judgment of, or requested for, dissolution, liquidation, bankruptcy or receivership. No Seller that is an individual is subject to any personal bankruptcy or any similar procedure applicable to individuals.

5.4Ownership of the Securities

Each Seller is at the date hereof and shall be on the Completion Date the lawful owner of the number of Transferred Securities indicated opposite its name in Schedule H, free and clear of any Encumbrances, it being agreed as regards Encumbrances that for any Seller who is an individual this representation is given only as of the Completion Date. Each Seller shall have on the Completion Date valid and marketable title to the number of Transferred Securities indicated opposite its name in Schedule H, and full legal right, authority and power to sell or transfer and convey that number of Transferred Securities to the Purchaser in accordance with the terms of this Agreement.

5.5Company and Manco

The Company is a company (société par actions simplifiée) duly incorporated and validly existing under the laws of France.  The issued share capital of the Company consists of 17,147,359 Ordinary Shares, 947,943 Preferred Shares n°1, 154,326,229 Preferred Shares n°2 and 1,071,274 Preferred Shares n°3, all of which are validly issued and fully-paid.  The Company Shares, the Convertible Bonds and the Stock-Options are the only issued interests in the share capital of the Company, and there are no outstanding subscriptions, options, conversion rights, warrants, preemptive rights or other agreements providing for the issuance, sale or purchase by the Company of any interests in its share capital.

Manco is a company (société par actions simplifiée) duly incorporated and validly existing under the laws of France.  The issued share capital of Manco consists of 2,242,286 ordinary shares and one Golden share, all of which are validly issued and fully-paid.  The Manco Securities are the only issued interests in the share capital of Manco, and there are no outstanding subscriptions, options, conversion rights, warrants, preemptive rights or other agreements providing for the issuance, sale or purchase by Manco of any interests in its share capital.

Manco was incorporated for the sole purpose of holding Company Shares and it does not have and never had any activity or asset other than in relation to the ownership of Company Shares.  Manco has no liability.

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5.6Acquired Companies

5.6.1Each Acquired Company other than the Company is duly organized and validly existing under the Laws of its jurisdiction.

5.6.2The capital of each of the Acquired Companies, together with a true and complete list of their respective shareholders and the number of securities issued by such Acquired Company and held by each Shareholder is set forth in Schedule B. All of the securities of the Acquired Companies listed in Schedule B (i) are validly issued and fully paid and (ii) are the only issued interests in the share capital of the Acquired Companies. There are no outstanding subscriptions, options, conversion rights, warrants, preemptive rights or other agreements providing for the issuance, sale or purchase by the Acquired Companies of any interests in their share capital.

5.6.3Schedule B sets forth all the Entities owned or controlled by the Sellers and their Affiliates that are engaged in the operations of the business of the group of companies named Deutsch Group.  Other than the interests in Acquired Companies indicated on Schedule B, no Acquired Company holds directly or indirectly any interest in the share capital of any other Entity representing more than 15% of the share capital or voting rights of such Entity or an equity value exceeding €10,000,000 in the aggregate.

5.7Indebtedness

The amount of the Indebtedness on October 31, 2011 does not exceed an aggregate amount of €556,500,000. To the extent that the amount of Indebtedness as of the date hereof (using the exchange rates set forth in Schedule 1.2) exceeds such aggregate amount, other than as a result of borrowings under the Revolver and any interest (computed on an on-going basis) that has accrued or capitalized on any Indebtedness (that was included in the aggregate October 31, 2011 amount set forth above) from October 31, 2011, the Sellers shall compensate the Purchaser in an amount equal to the sum of such excess including the interest accrued since October 31, 2011 through the Completion Date on any such excess as at October 31, 2011 not appearing in Schedule 1.2.

5.8Conduct of Business between the Reference Date and the date hereof

To the Investors’ knowledge, and to the individual knowledge of Mr. Bertrand Dumazy, Mr. Fabrice Collet, Mr. Jeff Albers, Mr. Philippe Carette, Mr. Frédéric Kleindienst and Mr. Thomas Sadusky, from the Reference Date to and including the date hereof, the Acquired Companies have been operated with due care and in the ordinary course of business (en bon père de famille et dans le cours normal des affaires).

5.9Disclosure

To the Investors’ knowledge, the Investors and Mr. Bertrand Dumazy, Mr. Fabrice Collet, Mr. Jeff Albers, Mr. Philippe Carette, Mr. Frédéric Kleindienst and Mr. Thomas Sadusky have not omitted any material fact, event or information which, if disclosed, would have affected the consent of a professional purchaser with knowledge and experience in the business of the Acquired Companies to enter into this Agreement.

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6Locked-Box Arrangements

6.1No Leakage

Each Seller represents that (i) as of the date hereof, with respect to the portion of the Locked-Box Period prior to the date hereof or (ii) as of the Completion Date, with respect to the entire Locked-Box Period, there has been no Leakage with respect to such Seller, such Seller’s Connected Persons and their Affiliates, other than Permitted Leakage.

6.2Consequences of Breach

(a)Up to the time of the Completion, each of the Sellers shall notify the Purchaser in writing promptly upon its becoming aware of any receipt by any of the Sellers, Sellers’ Connected Person or any of their Affiliates of any Leakage (other than Permitted Leakage) payment, distribution or other event constituting a breach of its warranties and undertakings set forth in Section 6.1. If the Purchaser is notified by a Seller prior to the Completion of any payment, distribution or other event constituting a breach of Section 6.1, the Purchaser shall be entitled to set off such amount against the portion of the Purchase Price to be paid to such Seller at Completion.

(b)After the Completion, each of the Sellers shall indemnify the Purchaser on a euro for euro basis by an amount equal to the amount of the Leakage (other than Permitted Leakage) (except to the extent that such amount has been deducted from the Purchase Price in accordance with Section 6.2 (a) above).

7Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Sellers, on the date hereof and on the Completion Date, as follows and therefore shall be liable to indemnify the Sellers for any damage suffered by them which is the direct consequence of the breach by the Purchaser of these representations.

The Sellers hereby expressly acknowledge that (i) the Purchaser does not make any other representation or warranty than those included in Section 7 and that (ii) the Sellers do not rely on any other representation or warranty than those included in Section 7.

7.1Capacity

7.1.1The Purchaser is duly organized and validly existing and in good standing under the laws of its jurisdiction and has the requisite power and authority, to enter into and to perform this Agreement and the other documents to be executed in accordance with it.

7.1.2The execution of this Agreement and the performance of its obligations hereunder have been duly authorized by the competent corporate bodies of the Purchaser and no other corporate action on the part of the Purchaser is necessary to authorize the execution of this Agreement and the performance of the obligations of the Purchaser hereunder.

7.1.3This Agreement and all other documents to be executed in accordance with it to which the Purchaser is a party constitute, or will when executed constitute, binding obligations of the Purchaser in accordance with their terms.

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7.2No Conflict

The execution and the performance by the Purchaser of this Agreement and any other agreement entered into pursuant to this Agreement shall not constitute a violation of, or a default under, or conflict with (i) any term or provision of the articles of association of the Purchaser, or (ii) any contract of the Purchaser, the effect of which would materially impair the ability of the Purchaser to perform its obligations pursuant to this Agreement or to any other agreement entered into pursuant to this Agreement, or (iii) any order, writ, injunction, decree, judgement or any legal body to which the Purchaser is a party or by which the Purchaser or any of its properties and assets are bound, the effect of which would materially impair the ability of the Purchaser to perform its obligations pursuant to this Agreement or to any other agreement entered into pursuant to this Agreement.

7.3Financing

The Purchaser represents and warrants to the Sellers that (i) it has sufficient committed funding and cash to allow, in a timely manner, the consummation of all transactions contemplated under this Agreement and the compliance with its obligations hereunder and (ii) it will take any and all actions as may be required or necessary to ensure that all amounts payable pursuant to this Agreement are paid on the Completion Date.

7.4Purchaser’s Inquiry

7.4.1The Purchaser acknowledges that it and its advisers have carried out an independent due diligence of the Group Companies and Manco consisting, inter alia, in reviewing and analysing the documents communicated to the Purchaser and its advisers or made available to them in a data room, asking written and oral questions and analysing the answers and their related documents.

7.4.2The Purchaser further acknowledges that it and its advisers have participated in the meetings and site visits set forth in Schedule 7.4.2,  and in this respect have had the ability to obtain the information they have deemed adequate and sufficient, and on which they have relied, in their capacity as professionals experienced in the acquisition of companies, in order to (a) determine the fair market value of the Company and of the Transferred Securities and (b) finalise the terms of their offer to acquire the Transferred Securities.

7.4.3The Purchaser acknowledges that the representations, warranties and statements of the Sellers set forth in this Agreement supersede any and all earlier representations, warranties or statements made by any Sellers’ Connected Persons regarding the Transferred Securities, any of the Group Companies or any of the transactions contemplated hereby, and that the Sellers and the Sellers’ Connected Persons shall have no liability in respect of any such earlier representations, warranties or statements.  In furtherance of the foregoing, and to the fullest extent permitted by Law, the Purchaser hereby irrevocably waives the benefit of any warranties generally available to purchasers under the Law, but, for the avoidance of doubt, without prejudice to the warranties provided in Section 5 and any claim for fraud (dol).

7.4.4The Purchaser acknowledges that neither the Sellers nor any of the Sellers’ Connected Persons makes any representation or warranty with respect to the future financial or business projections of any of the Group Companies and to any financial projections, business plans, budgets or forecasts (collectively, the

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“Projections”) relating to the Group Companies which it may have received copy of. The Purchaser acknowledges that there are numerous assumptions reflected in such Projections and significant uncertainties (and has had in this respect the opportunity to discuss the same with the senior management of the Group Companies) inherent in attempting to make Projections, that the Purchaser is familiar with such types of assumptions and uncertainties, that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Projections furnished to it, and that the Purchaser shall not have any claim against the Sellers or any of the Sellers’ Connected Persons with respect thereto.

8Certain Covenants

8.1Sellers’ Covenants

8.1.1Ordinary Course of Business of the Acquired Companies

During the period from the date hereof to the Completion Date, except as may be (i) contemplated elsewhere in this Agreement or necessary to implement the transaction expressly contemplated herein, or (ii) consented to in writing by the Purchaser (which consent shall not be unreasonably withheld or delayed), the Sellers will ensure, in their capacity as, as the case may be, Transferred Securities holders, directors or employees of the Company that each of the Acquired Companies carries on its Business with due care in the ordinary course of business (en bon père de famille et dans le cours normal des affaires).

In addition, during the period from the date hereof to the Completion Date, except as may be (i) contemplated elsewhere in this Agreement or necessary to implement the transaction expressly contemplated herein, or (ii) consented to in writing by the Purchaser (which consent shall not be unreasonably withheld or delayed), the Sellers will, to the extent of their respective authority as, as the case may be, Transferred Securities holders, directors or employees of the Acquired Companies, ensure that:

(i)no Acquired Company amends its Organisational Documents, except for immaterial amendments which are not adverse to the Purchaser;

(ii)no Acquired Company issues or transfers (or agrees to issue or transfer) any shares in the share capital or any options, warrants or other rights to purchase or subscribe to any such shares or any securities convertible into or exchangeable for or repayable into shares;

(iii)no Acquired Company makes any material change in its accounting practices unless mandated by Law;

(iv)no Acquired Company shall approve a winding-up, merger, split-up, contribution or sale of business as a whole or of any divisions (branche d’activité) of the Group, other than the China Merger;

(v)other than as a result of the China Merger, no Acquired Company shall acquire any equity interest (by merger, consolidation, or purchase or subscription of shares or assets) in any business or entity, or form or make any investment in any Entity, or enter into a joint venture or partnership;

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(vi)other than the payment of cash bonuses pursuant to the Long Term Cash Incentive Bonus Plan to participants as of the date hereof (including three additional senior managers who will be included in that plan prior to the Completion Date, the payments to whom shall not exceed an aggregate amount of €500,000), no Acquired Company shall increase the compensation (or bonuses) or any other benefits payable to employees other than in the ordinary course of business consistent with past practices, accelerate any rights or benefits attributed to employees, or amend or enter into any pension, benefit plan, cash bonus plan or any collective agreement with its employees or employees representatives;

(vii)no Acquired Company shall create any Encumbrance on any of its material assets, except in the ordinary course of business consistent with past practices (which for the avoidance of doubt include restrictions thereto contained in the Financing Documents);

(viii)no Acquired Company shall sell, transfer, license or otherwise dispose of or agree to sell, transfer, license or otherwise dispose of assets or properties (other than sales of products) whose net book value or purchase or sale price exceeds €500,000 individually;

(ix)no Acquired Company shall enter into, amend or terminate any agreement involving annual payment or revenues in excess of €3,000,000 or capital expenditures in excess of €1,000,000;

(x)no Acquired Company shall enter into or agree to enter into any non-compete or similar undertakings restricting the commercial operations of such Acquired Company or any of its Affiliates;

(xi)no Acquired Company shall (a) alter the payment terms of their trade receivables or trade or capital expenditure payables other than in the ordinary course of business consistent with past practices or (b) amend any of the terms of any of the Financing Documents or any other Indebtedness of such Acquired Company except for immaterial amendments that do not increase any amount payable or any Encumbrances granted in connection therewith;

(xii)other than in the ordinary course of business consistent with past practices, no Acquired Company shall contract for any off-balance sheet commitments (excluding capex and purchasing agreements not exceeding €750,000 in the aggregate);

(xiii)no Acquired Company shall incur or guarantee any obligations for borrowed money or capital leases, or issue any notes, bonds, or other debt securities, grant any option, warrant or right to acquire any such debt securities or issue any security convertible into or exchangeable for any such debt securities or enter into any arrangement having the economic effect of any of the foregoing, provided that the Acquired Companies may, in the ordinary course of business consistent with past practices, make any drawdown or utilisation under the Revolver;

(xiv)no Acquired Company shall initiate, discharge or settle any material claims or material court proceedings for payments in excess of €1,000,000;

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(xv)no Group Company shall commit in writing to take any of the actions set forth in the foregoing subsections (i) through (xiv);

For the purposes of granting any consents which may be requested in writing (together with all reasonable explanations and supporting documentation) in accordance with Section 11.4 by the Sellers’ Representative pursuant to this Section 8.1.1, the Purchaser hereby designates Mrs. Jeanne Quirk with immediate effect and represents and warrants to, and agrees with, the Sellers that Mrs. Jeanne Quirk shall have full capacity and right to give any such consents on behalf of the Purchaser during the term of this Agreement.  The Sellers’ Representative hereby agrees to give Mr. Paul Fleck notice of any consent requested pursuant to this Section 8.1.1.  Within five (5) Business Days of receipt of any request for consent by the Sellers’ Representative, the Purchaser shall have the right to notify the Sellers’ Representative that it objects to the proposed action (which notice of objection shall indicate its reasons for so objecting). If the Purchaser shall not have notified the Sellers’ Representative, as the case may be, of its objection to a proposed action within such period of five (5) Business Days, the Purchaser shall be deemed to have consented to such proposed action.

8.1.2Access to Acquired Companies for the preparation of future integration

Between the date of this Agreement and the Completion Date for the purposes of fulfilling its obligations under this Agreement, including Section 9, and preparing for (but not implementing) the integration of the Business with the Purchaser’s business and operations, the Sellers undertake to cause the Acquired Companies to permit and facilitate reasonable access by the Purchaser and its advisers during normal business hours to the premises of the Acquired Companies as well as to their employees, books, records and documents concerning the Business or in the possession of the Acquired Companies, including all documents of a legal, tax or accounting nature. The Sellers further undertake to cause the Acquired Companies to provide reasonable assistance to the Purchaser and its advisers in identifying and timely making any notices or consents required under any material agreements of one or more Acquired Companies (including, but not limited to, those agreements provided to the Purchaser for due diligence purposes prior to the date of this Agreement).  In addition, with the prior consent of the Sellers’ Representative, which shall not be unreasonably withheld or delayed, the Purchaser shall be permitted to take copies of documents of the Acquired Companies.  It is understood that (i) no access granted under this Section 8.1.2 shall disrupt the Business operations of the Acquired Companies, (ii) no access shall be granted to any information if such access would violate applicable Law and (iii) the Investors, the Acquired Companies and the Purchaser will implement mutually acceptable procedures (under the Company CEO’s supervision and guidance) to ensure compliance with this Section 8.1.2.

8.1.3No Claims Against the Acquired Companies

After Completion:

(i)the Sellers shall not, and shall procure that none of their Affiliates, assert any claim whatsoever against the Purchaser or any of the Acquired Companies based on their capacity as former holders of Company Securities, Manco Securities, New Money Bonds or Old Money Bonds;

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(ii)each Seller hereby irrevocably waives any and all claims against the Purchaser or any of the Acquired Companies or any other Seller in his capacity as a former holder of (as the case may be) Company Securities (including but not limited to the dividende préciputaire), Manco Securities, New Money Bonds or Old Money Bonds;

(iii)except as set out in this Agreement, each Stock-Option Holder hereby irrevocably waives any and all claims against the Purchaser or any of the Acquired Companies or any other Seller in his capacity as a holder, or former holder, of Stock-Options; and

(iv)each Seller hereby acknowledges that the Company’s shareholders’ agreement will terminate on the Completion Date and irrevocably waives (with effect as of the Completion Date) any right or remedies available to such Seller pursuant to the Company’s shareholders’ agreement in relation to the transactions contemplated by this Agreement or to prior transactions.

8.1.4Non-Solicitation

For a period of two (2) years after the Completion Date, the Sellers shall not, and shall procure that none of their respective Affiliates, make, offer, or solicit or induce to enter into, any written or oral arrangement, agreement or understanding regarding employment or retention as a consultant with any individual who is a director, officer, or key technical employee of any of the Acquired Companies without the prior written consent of the Purchaser, provided that this provision shall not apply to general solicitations of employment (through the use of search firms, public advertising or otherwise) or in the event of dismissal or mutual termination (résiliation conventionnelle) of such individual by any of the Acquired Companies.

8.1.5No agreements

The Sellers agree that all contracts between any Seller, Seller’s Connected Person or any of their Affiliates, on the other hand, and any of the Acquired Companies, on the other hand, shall terminate on or prior to the Completion Date, and that members of the Acquired Companies shall bear no further liability whatsoever to the Sellers, the Sellers’ Connected Persons or their respective Affiliates whether pursuant to such contracts or otherwise; except for (i) their employment agreement or terms of office (where applicable) and (ii) agreements entered into by any Acquired Company with a Wendel operational portfolio company part of one of the groups of companies named in Wendel’s public disclosure document (document de référence) pursuant to a non-management fee commercial agreement entered into on arms length terms in the ordinary course of business.

8.1.6Stock-Option Holders

(i)By signing this Agreement and in accordance with the SHA, each Stock-Option Holder hereby grants the Call Option Undertakings to the Purchaser and the Purchaser grants to each such Stock-Option Holder the Put Option Undertakings, in each case as set forth in Schedule 8.1.6 hereto. Each Stock-Option Holder and the Purchaser hereby expressly agree that they are entering into this Agreement in consideration of the fact that the Put and Call Options Undertakings shall be irrevocable and susceptible of specific performance (exécution forcée en nature). Accordingly, each Stock-Option Holder and the Purchaser waives the provisions of

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article 1142 of the French Civil Code in respect thereof and agrees not to attempt to rescind the rights granted in the Put and Call Options Undertakings.  Further, in the event of the death of a Stock-Option Holder, his/her heirs or assigns, regardless of whether they are minors or under a legal disability, shall be jointly and indivisibly bound to by such Stock-Option Holders obligations under Schedule 8.1.6 and hereby relieve the Purchaser of the obligation to give the notice provided for by article 877 of the French Civil Code.

(ii)Notwithstanding the provisions of Section 8.1.6(i) above, the Sellers shall procure that, as soon as practicable after the date hereof, each Stock-Option Holder be offered the right to elect to waive its rights under all his/her Stock-Options against payment by the relevant employer on the Completion Date of a compensation payment in an amount previously agreed upon in writing by the Sellers’ Representative (on behalf of the Sellers) and the Purchaser (the “Stock-Option Waiver Amount”). Any election by Stock-Option Holders to waive all his/her Stock-Options against the applicable Stock-Option Waiver Amount must be notified by the electing Stock-Option Holder in writing, substantially in the form set out in Schedule 8.1.6., to the Purchaser and the Sellers’ Representative (on behalf of the Sellers) at the latest on January 31, 2012 (or any later date agreed upon between the Sellers’ Representative and the Purchaser in their absolute discretion), in which case the Call Option Undertakings and Put Option Undertakings will lapse and terminate once Completion has occurred and the Stock-Option Waiver Amount has been paid to the relevant Stock-Option Holder pursuant to the terms of this Agreement.

8.1.7Senior and Second Lien Facility interest periods

As soon as practicable after the date hereof, the Sellers shall cause the Group Companies to deliver the required notice to the facilities’ agent under the Senior and Second Lien Facilities Agreement to change (without any waiver fee, consent fee or other administrative fee becoming payable by the Acquired Companies in that respect) the interest period duration under the Senior and Second Lien Facilities Agreement from six months to one month.

8.2Purchaser’s Covenants

8.2.1Year financial statements of the Group Companies

As from Completion, Purchaser shall use its best endeavours in its capacity as a shareholder of the Group Companies to cause the Group Companies to provide Wendel, with:

(i)Its monthly, quarterly, semi-annual and annual financial reporting package, prepared on a basis consistent with past practice,  which includes, the Balance Sheet, Income Statement (including analysis of recurring and non recurring items), Equity statement, Cash-flow statement, Tax proof and Additional schedules (the “Reporting Package”).

(ii)Any administrative, social, accounting and financial document that may be reasonably necessary for Wendel to prepare its own financial statements and annual report (Document de Référence); and

(iii)Copies of any audit reports relating to the Reporting Package.

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Purchaser will use its best endeavours to ensure the Reporting Package is delivered in a timely fashion in accordance with Wendel’s published reporting requirements calendar and the Group Companies’ past practice.  Purchaser will also cause the Acquired Companies to facilitate an audit or review of the Reporting Package by their statutory auditors to the extent such procedures are required by applicable Law or IFRS rules; and grant reasonable access to the consolidation department of the Company to enable Wendel processing of its own consolidated financial statements until December 31, 2012.

8.2.2Control of the Purchaser over the acquired Group Companies

Purchaser confirms it has no intention during the 24 months after the Completion Date to sell, lease, transfer or dispose of in any other form (including by share capital increase or issue of any right to subscribe or access to the share capital) shares or interests in, or assets of, the Group Companies which would result in the Purchaser owning directly or indirectly less than 50% (including with respect to voting rights) of the group formed by the Group Companies.

8.2.3Former Directors

The Purchaser shall take all action necessary to (i) discharge the directors of the Company (the “Former Directors”) from any liability (quitus) for serving in such capacity, (ii) prevent the Acquired Companies from seeking recovery from any Former Directors for any actions taken by them in such capacity and (iii) prevent the Acquired Companies from terminating any directors’ and officers’ insurance policy in force prior to the Completion Date prior to the expiration of such policy, to the extent the premiums in respect of such policy have been paid prior to the Completion Date.

9Conditions Precedent to Completion

9.1Conditions Precedent

The obligation of the Purchaser to purchase the Transferred Securities at Completion and to take the other actions required to be taken by the Purchaser at Completion and the obligation of the Sellers to sell the Transferred Securities at Completion are subject to:

(i)the obtaining of the Antitrust Clearances;

(ii)the approval of the transaction by the French Ministry of the Economy pursuant to Articles L. 151-3 and R. 153-1 et seq. of the French Monetary and Financial Code;

(iii)receipt of written notice from CFIUS or the President of the United States that the review of the transaction under Section 721 has been concluded and that CFIUS has made a determination that the transaction contemplated under this agreement does not present any unresolved national security concerns; and

(iv)the obtaining of any other mandatory prior authorization, consent or clearance from any Governmental Authority necessary under applicable Law (including, for the avoidance of doubt, any competent Governmental Authorities regarding concentrations and competition matters other than the Antitrust Authorities) to complete the transaction contemplated under the Agreement,

unless satisfaction of such condition is expressly waived (to the extent permitted by applicable Law) in a writing instrument executed by both the Purchaser and the Sellers’

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Representative, provided that such waiver shall also be deemed a waiver of any claim by each of the Purchaser and the Sellers’ Representative for any remedy as a result of the failure to satisfy such condition.

The Purchaser shall give notice immediately to the Sellers’ Representative of the fulfilment of each of the conditions precedent set out in this Section 9.1.

9.2Obligations and cooperation regarding the Antitrust Clearances

9.2.1The Purchaser acknowledges the importance for the Sellers that the Antitrust Clearances be obtained.

9.2.2The Purchaser agrees to:

(i)subject to Sellers’ compliance with Section 9.2.4, as soon as practicable and in any case within 10 Business Days after the date hereof, at its own expense, make full and accurate filings with the relevant Antitrust Authorities with respect to the transaction contemplated hereby in order to obtain the Antitrust Clearances, except that the requirement to make such filings within 10 Business Days shall not apply to any filing with the European Commission or Antitrust Authorities representing individual States of the European Economic Area (other than the Form RS, which the Purchaser agrees to file with the European Commission in draft form within the 10 Business Day period);

(ii)supply promptly any additional information and documentary material that may be requested by the relevant Antitrust Authorities in order to obtain the Antitrust Clearances;

(iii)keep the Sellers regularly informed of the processing of these filings and inform as soon as practicable the Sellers if it becomes aware of material information that could result in the Antitrust Clearances being delayed; and

(iv)provide without delay the Sellers with all relevant documents concerning the filings referred to above, together with any material additional and documentary material that may be requested by the Antitrust Authorities in connection with the Antitrust Clearances (subject to confidential information contained therein) before the filing or supply of these documents and material to the Antitrust Authorities;

being specified that on its request, the Sellers’ Representative shall be entitled to participate in all meetings and discussions of the Purchaser with the Antitrust Authorities, and for such the Purchaser undertakes to inform the Sellers’ Representative at least three (3) Business Days to the extent possible before any meetings with the Antitrust Authorities in order to allow the Sellers’ Representative to participate in such meetings.

9.2.3The Purchaser agrees to use, and shall cause its Affiliates to use, their best efforts to ensure the satisfaction of the condition set out in Section 9.1(i); provided, however, that the Purchaser shall not be obligated, in furtherance of such obligations, to (a) hold separate (including by trust or otherwise) or divest, or agree to any consent decree, order or other commitment constraining, its or its Affiliates’ or the Group Companies’ businesses, operations or assets, to the extent that such businesses, operations or assets have a fair market value in excess of €15,000,000 or such action would have a cost impact on such businesses, operations or assets in

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excess of €15,000,000 or (b) waive any of the conditions to Completion set forth in Section 9 hereof.  Furthermore, the Purchaser agrees not to carry out any action or take any decision with the intent of delaying or preventing the obtaining of the Antitrust Clearances.

9.2.4The Sellers agree to fully cooperate and to cause the relevant Acquired Companies to fully cooperate with the Purchaser, upon its request, in providing to the Purchaser and the Purchaser’s advisors in a timely manner consistent with the above mentioned timeframe such assistance and information as is necessary for the Purchaser to make the relevant filings and obtain the Antitrust Clearances.  For the avoidance of doubt, the Sellers acknowledge that the Purchaser intends to request equivalent clearance from the competent national Governmental Authorities regarding concentrations and competition matters in Brazil, and the Sellers agree that their obligations under this Section 9.2.4 shall also apply to such filings and clearance.

9.2.5The Purchaser shall bear the fees and charges incurred by it in connection with any notifications or filings pursuant to this Section 9.2.

9.3Obligations and cooperation regarding the obtaining of the Ministry of Economy approval and other Governmental Approvals

9.3.1The Purchaser acknowledges the importance for the Sellers that approval of the Ministry of Economy as referred to in Section 9.1(ii) and approval of any other Governmental Authority as referred to in Section 9.1(iv) be obtained.

9.3.2The Parties agree that provisions of Sections 9.2.2, 9.2.3, 9.2.4 and 9.2.5 (except when irrelevant) shall apply mutatis mutandis to the process to obtain the Ministry of Economy approval procedure.

9.3.3As regards the condition set out in Section 9.1(iv) above, the Purchaser will endeavour, as soon as practicable after the date hereof, to identify any relevant authorizations, consents or clearances as may be required to satisfy such condition. In such a case, the Purchaser shall make such filings as soon as practicable thereafter and the provisions of Sections 9.2.2, 9.2.3, 9.2.4 and 9.2.5 (except where irrelevant) shall apply mutatis mutandis.

9.4Obligations and cooperation regarding the obtaining of CFIUS clearance

9.4.1The Purchaser acknowledges the importance for the Sellers that clearance by the CFIUS as referred to in Section 9.1(iii) be obtained.

9.4.2The Purchaser, the Sellers, and the Group Companies shall cooperate in the preparation of a voluntary joint filing of notice of the transaction to the CFIUS and any requested supplemental information (collectively, the “Joint Notice”) pursuant to Section 721.  The Purchaser shall take the lead in preparing the Joint Notice and in responding to any post-filing requests from the CFIUS or any Governmental Authority.  The Purchaser shall not file any such Joint Notice without providing the Sellers’ Representative with a reasonable opportunity to review and comment.

9.4.3The Purchaser and the Sellers shall keep one another informed in a timely manner of any communication, or proposed submission with, the CFIUS or any Governmental Authority with respect to the Joint Notice and any post-filing requests

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and each shall provide the other with the opportunity to participate in such communication or review such proposed submission.

9.4.4The Purchaser and the Sellers may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other in connection with the Joint Notice as “outside counsel only.”  Any materials or information so designated shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials.

9.4.5If at any point in the CFIUS review process, the CFIUS offers the Parties an opportunity to withdraw and resubmit the Joint Notice, and either the Purchaser or the Sellers opt to request withdrawal and resubmission in response to such offer by the CFIUS, then the other Party shall agree to join the request for withdrawal and resubmission.

9.5Other obligations

The Sellers agree to, subject to the Purchaser’s compliance with this Section 9.5, as soon as practicable and in any case within 10 Business Days after the date hereof, at their own expense, make full and accurate filings of the notification required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Purchaser agrees to fully cooperate with the Sellers, upon their request, in providing to the Sellers and the Sellers’ advisors in a timely manner consistent with this timeframe such assistance as is necessary for the Sellers to make the relevant filings.

10Termination

10.1Termination

This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to Completion:

10.1.1by the written agreement of the Purchaser and the Sellers’ Representative (on behalf of the Sellers);

10.1.2by either the Purchaser or the Sellers’ Representative (on behalf of the Sellers) if a court of competent jurisdiction or any Governmental Authority shall have issued a non-appealable order or other Judgment or taken any other non-appealable action (which order or other Judgment the Parties hereto shall use their commercially reasonable endeavours to lift), which permanently prohibits the Completion; it being agreed that upon any such termination the Purchaser irrevocably undertakes to pay to the Sellers as a break-up fee (indemnité d’immobilisation) an amount equal to € 50 million. This indemnity shall not be deemed to constitute a penal clause (“clause pénale”);

10.1.3by the Sellers’ Representative (on behalf of the Sellers) if all the actions to be undertaken by the Purchaser on the Completion Date under Section 4.2.2 have not been achieved on the Completion Date (including delivery of all documents referred to under Section 4.2.2) and are incapable of fulfilment by the Purchaser or waiver by the Sellers’ Representative at any later date on which Completion would tentatively occur;

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10.1.4by the Sellers’ Representative (on behalf of the Sellers) if the Completion has not occurred by the Long Stop Date (unless such eventuality shall be due to a breach by any of the Sellers of their obligations under this Agreement), it being agreed that upon such termination the Purchaser irrevocably undertakes to pay to the Sellers as a break-up fee (indemnité d’immobilisation) an amount equal to € 50 million.  This indemnity shall not be deemed to constitute a penal clause (“clause pénale”); or

10.1.5by the Purchaser fifteen (15) Business Days after the Long Stop Date if Completion has not occurred by such date, but only to the extent the absence of Completion is not due to a breach by the Purchaser of its obligations under this Agreement; provided that if on the Long Stop Date Completion has not occurred solely by virtue of the failure of the condition set forth in Section 9.1(iv) to be satisfied and such failure results solely from the failure of the Purchaser to comply with the provisions of Section 9.3.3, then Purchaser shall not have the right to assert the termination right set forth in this Section 10.1.5.

10.2Effect of Termination

Upon any termination of this Agreement pursuant to Section 10.1, all further obligations of the Parties hereunder, other than pursuant to Sections 11.3 (Costs and Expenses), 11.4 (Notices), 11.10 (Confidentiality) and 11.11 (Governing Law - Disputes), shall terminate, except that nothing herein shall relieve any Party from liability for any wilful breach of this Agreement.

11Miscellaneous

11.1Retention of Records

During the period from the Completion Date through the sixth anniversary of the Completion Date, and for so long as it remains a majority shareholder of the relevant Group Company, the Purchaser shall not, and shall not permit any such Group Company to, destroy or otherwise dispose of any material books and records of such Group Company existing as of the Completion Date except with the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld or delayed.  The Purchaser shall, and shall cause each such Group Company to, make available to the Sellers and their respective representatives and agents all such books and records, and permit the Sellers and their respective representatives and agents to examine, make extracts from and, at their expense, copy such books and records at any time during normal business hours for any proper business purpose.

11.2Further Actions

Subject to the terms and conditions herein provided, each of the Parties shall use its commercially reasonable endeavours to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under all applicable Laws to consummate and make effective the transaction contemplated by this Agreement.

11.3Costs and Expenses

Whether or not the transaction contemplated by this Agreement is consummated, except as may otherwise be expressly provided herein, the Sellers and the Purchaser shall each bear its own expenses incurred in connection with the negotiation, preparation and signing of this Agreement and the consummation of the transaction contemplated herein.

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In the event of a dispute arising in connection with this Agreement in accordance with Section 11.11, the Parties agree that all reasonable and duly documented fees and expenses incurred by both Parties in connection with such procedure shall be borne by the Party against whom an enforceable decision (décision exécutoire) has been made.

11.4Notices

Any notice or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing in the English language and shall be sufficiently given or served if delivered or sent to the relevant Party at its address set forth below:

If to the Sellers, to the Sellers’ Representative:	Trief Corporation SA
	Address: 115, avenue Gaston Diderich, L-1420,
	Luxembourg
	Attn:	Frédéric Lemoine
	Fax:	+352 26 29 91 37
	E-mail: trief@winvestconseil.lu
with a copy to:	Wendel — Legal Department
	Address: 89, rue Taitbout, 75009, Paris
	Fax:	+33 1 42 85 63 60
	E-mail: DIRECTION-
	JURIDIQUE@wendelgroup.com
with a copy to:	Linklaters
	Attn:	David Swinburne / Julien Wagmann
	Fax:	(+33) 1 43 59 41 96
	E-mail: david.swinburne@linklaters.com /
	julien.wagmann@linklaters.com
If to the Purchaser, to:	TE Connectivity Ltd.
	Address:  Rheinstrasse 20, CH-8200
	Schaffhausen, Switzerland
	Attn:	General Counsel
	Fax:	(+1) 610 893 9602
	E-mail: paul.fleck@te.com, jquirk@te.com,
	bob.scott@te.com
with a copy to:	Davis Polk & Wardwell LLP
	Attn:	William Aaronson / Arnaud Pérès
	Fax:	(+1) 212 701 5397, (+33) 1 56 59 37 60
	E-mail: william.aaronson@davispolk.com,
	arnaud.peres@davispolk.com

or to such other Persons or at such other addresses as hereafter may be furnished by either Party by like notice to the other.

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Any such notice or other communication shall be delivered by hand sent by courier or sent by facsimile transmission or e-mail. If sent by courier, fax or e-mail, such notice or communication shall conclusively be deemed to have been given or served on the Business Day following the time of despatch. Any fax or e-mail shall, in addition, be sent by post the day on which it is sent but this shall not alter the time it is deemed served pursuant to this Section 11.4.

11.5Sellers’ Representative

11.5.1The Sellers hereby irrevocably appoint Trief Corporation SA (the “Sellers’ Representative”), as agent to give and receive all notices and other documents until the Completion Date and to receive and distribute all payments on their behalf or to their benefit (including to withhold any sums to be paid to third parties in connection with the transaction contemplated hereby). The Sellers’ Representative shall also act as agent to give all consents, to handle, dispute, settle or otherwise deal with any and all claims against the Sellers under this Agreement and, more generally, to exercise the rights of the Sellers on their behalf under this Agreement whether prior to or after Completion. Any decision or act taken by the Sellers’ Representative under this Agreement shall bind the Sellers.

11.5.2The Sellers’ Representative shall promptly inform the Sellers of any notices it receives from the Purchaser pursuant to this Agreement.

11.5.3The Sellers’ Representative shall not bear any liability whatsoever, to the Sellers, in its capacity as agent of the Sellers under this Agreement.

11.5.4The Sellers’ Representative or its successors may at any time notify the Purchaser and the Sellers that it does not wish to continue to act as agent for all or part of the Sellers provided however that the termination of a Sellers’ Representative appointment will not be effective vis-à-vis the Purchaser unless and until a new Person is designated as Sellers’ Representative under this Agreement.

11.6Entire Agreement

This Agreement represents the entire agreement and understanding of the Parties with reference to the transaction set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the Parties relating to the subject matter of this Agreement and all prior drafts of this Agreement.

11.7No Third Party Rights - Assignment

This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and permitted assigns, except for Mrs. Charlotte Painvin and/or Mr. Jean-Marie Painvin, who may, prior to the Completion Date, elect (upon written notice sent to the Sellers’ Representative and to the Purchaser) to transfer all or part of the Transferred Securities they own to an Affiliate, such Affiliate becoming a Seller for the purposes of this Agreement, provided they remain jointly liable with such Affiliate of their obligations hereunder.

Except as expressly provided herein, this Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors and assigns; provided, however, that none of the Parties shall assign any of its rights or delegate any of its

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obligations created under this Agreement without the prior written consent of the other Parties; except that the Purchaser shall be entitled to transfer or assign any of its rights and obligations under this Agreement to any of its Affiliates provided it gives notice thereof to the Sellers’ Representative no later than seven (7) Business Days prior to the Completion Date, in which case such Affiliate shall be deemed to be the Purchaser for all purposes under this Agreement; provided that no such transfer or assignment shall relieve TE Connectivity Ltd. of its obligations hereunder (notably as regards the Completion Payments) or enlarge any obligation of any other Party hereto or due to the Purchaser.

11.8Severability

This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

11.9Transfer Taxes

Any transfer or stamp taxes that may become payable as a result of the signing of this Agreement or the transfer of the Transferred Securities pursuant hereto shall be borne by the Purchaser and shall be paid on a timely basis in compliance with all statutory requirements. The Purchaser shall provide the Sellers with evidence of the payment of any such taxes or levies promptly upon the written request of the Sellers if and to the extent the Sellers could be held liable in whole or part for such payment.

11.10Confidentiality

Each of the Parties hereto shall treat (and shall direct its employees, counsels, auditors and representatives to treat) the contents of this Agreement as confidential and shall refrain from disclosing this Agreement (and in particular the Purchase Price), in whole or in part, to any third party, except to the extent necessary for enforcement hereof or as otherwise required by Law (in which case, to the extent practicable, the disclosing party shall give prior notice to the other Party, and if requested by such other Party, the disclosing party shall seek to obtain a protective order or similar protection).

The Parties undertake to consult each other prior to the circulation of any press release, announcement or other disclosure concerning the transaction referred to herein, except when such disclosure is required by Law.  No press release, announcement or other disclosure shall be made without the mutual prior written approval of the Sellers’ Representative and the Purchaser.  In the event any such press release, public announcement or other disclosure is required by Law or the Autorité des Marchés Financiers or the United States Securities and Exchange Commission to be made by the Party proposing to issue the same, such Party shall to the extent practicable notify the other Parties prior to the issuance or making of any such press release, public announcement or other disclosure and shall use its commercially reasonable endeavours to consult in good faith with the other parties and to take into account the reasonable requirements of such Parties as to the timing, contents and manner of making any such press release, public announcement or other disclosure.

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Notwithstanding the immediately preceding paragraphs of this Section 11.10 or the confidentiality agreement entered into between the Purchaser and Wendel S.A., the Purchaser and the Investors shall be permitted to make disclosures in connection with (i) ratings agency presentations and (ii) investor or analyst calls or meetings regarding the transaction; provided that, prior to such investor or analyst calls, the Purchaser and the Investors use commercially reasonable efforts to consult in good faith with the other Parties and to take into account the reasonable requests of such Parties with respect to the contents of such disclosures.  In addition, the Purchaser shall be permitted to file a copy of this Agreement with the United States Securities and Exchange Commission.

Upon Completion, the confidentiality agreement above-mentioned shall terminate.  Except to the extent that the Sellers or any Group Company is required by applicable Law to make any such communication, the Sellers and the Purchaser shall reasonably consult with each other concerning the means by which the Group Companies’ employees, customers and suppliers and others having dealings with the Group Companies will be informed of the transactions contemplated by this Agreement.

Each Seller will hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all confidential documents and information concerning any of the Acquired Companies.

11.11Governing Law - Disputes

11.11.1This Agreement is governed by and shall be construed in accordance with French law.

11.11.2All disputes arising out of or in connection with this Agreement (including without limitation with respect to its signature, validity, performance, interpretation, termination and post-termination obligations hereof) shall be submitted to the exclusive jurisdiction of the Commercial Courts of Paris.

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Signed in Paris, on December 14, 2011,

In as many originals as there are Parties to this Agreement.

/s/ Frédéric Lemoine
/s/ Bernard Gautier	/s/ Bernard Gautier
LuxConnecting Parent Sàrl	Winvest International SICAR
Represented by:	Represented by: Bernard Gautier
Frédéric Lemoine	Title:
Bernard Gautier
Title:
/s/ Frédéric Lemoine
/s/ Bernard Gautier	/s/ Thomas J. Lynch
Trief Corporation	TE Connectivity Ltd.
Represented by:	Represented by: Thomas J. Lynch
Frédéric Lemoine	Title: Chief Executive Officer
Bernard Gautier
Title:
/s/ Jean-Marie Painvin	/s/ Jean-Marie Painvin
Mr. Jean-Marie Painvin	Mrs. Charlotte Painvin
Represented by:	Represented by: Jean-Marie Painvin
Title:	Title:
/s/ Geoffroy Catrice	/s/ Bertrand Dumazy
Banque Neuflize OBC	Mr. Bertrand Dumazy
Represented by: Geoffroy Catrice	Represented by:
Title: Directeur Adjoint	Title:
/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
Jeff Albers	Ghislain Alos
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy
/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
Jim Bedell	Serge Belot
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy
/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
Romain Boesch	David J. Burt
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy

/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
Philippe Carette	Sylvio Duguay
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy
/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
Sébastien Givelet	Françoise Dumazy
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy
/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
David Harmon	Sébastien Goulet
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy
/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
Bernard Larranduche	Frédéric Kleindienst
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy
/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
Fabrice Collet	Scott Leichtling
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy
/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
Tanguy Tronel	Richard Niemi
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy
/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
David Rubin	Denis Plantey
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy
/s/ Bertrand Dumazy	/s/ Bertrand Dumazy
James Sanchez	Thomas Sadusky
Represented by: Bertrand Dumazy	Represented by: Bertrand Dumazy
/s/ Bertrand Dumazy
Andrew J. Wake
Represented by: Bertrand Dumazy

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Thomas J. Lynch, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of TE Connectivity Ltd.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions);

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 27, 2012

/s/ THOMAS J. LYNCH
Thomas J. Lynch
Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Terrence R. Curtin, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of TE Connectivity Ltd.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions);

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 27, 2012

/s/ TERRENCE R. CURTIN
Terrence R. Curtin
Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

TE CONNECTIVITY LTD.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        The undersigned officers of TE Connectivity Ltd. (the "Company") hereby certify to their knowledge that the Company's quarterly report on Form 10-Q for the quarterly period ended December 30, 2011 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ THOMAS J. LYNCH
Thomas J. Lynch
Chief Executive Officer

January 27, 2012

/s/ TERRENCE R. CURTIN
Terrence R. Curtin
Executive Vice President and
Chief Financial Officer

January 27, 2012

XML

Share Plans (Tables)

3 Months Ended

Dec. 30, 2011

Share Plans

Summary of restricted share award activity

	Shares			Weighted-Average Grant-Date Fair Value
Non-vested at September 30, 2011		5,022,839		$	26.48
Granted		1,636,896			34.55
Vested		(1,494,867	)		23.70
Forfeited		(189,966	)		24.54
Non-vested at December 30, 2011		4,974,902		$	30.04

Summary of share option award activity

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in millions)
Outstanding at September 30, 2011		21,920,451		$	31.94
Granted		3,337,500			34.52
Exercised		(517,661	)		22.69
Expired		(710,342	)		53.12
Forfeited		(180,618	)		25.76
Outstanding at December 30, 2011		23,849,330		$	31.92		5.9	$	77
Vested and non-vested expected to vest at December 30, 2011		23,105,635		$	31.97		5.9	$	75
Exercisable at December 30, 2011		15,636,232		$	32.93		4.3	$	52

Weighted average grant-date fair value of options granted and the weighted average assumptions

Weighted-average grant-date fair value	$	9.50
Assumptions:
Expected share price volatility		36	%
Risk free interest rate		1.3	%
Expected annual dividend per share	$	0.84
Expected life of options (in years)		6.0

XML

Fair Value Measurements (Details) (Recurring, USD $) In Millions, unless otherwise specified	Dec. 30, 2011	Sep. 30, 2011
Level 1
Assets:
Commodity swap contracts	$ 5	$ 13
Rabbi trust assets	5	5
Total assets at fair value	10	18
Liabilities:
Commodity swap contracts	20	14
Total liabilities at fair value	20	14
Level 2
Assets:
Interest rate swaps and swaptions	22	21
Foreign currency contracts	3	7
Investment swap contracts	3
Rabbi trust assets	79	79
Total assets at fair value	107	107
Liabilities:
Interest rate swaps and swaptions	22	21
Investment swap contracts		5
Foreign currency contracts	32	11
Total liabilities at fair value	54	37
Fair Value
Assets:
Commodity swap contracts	5	13
Interest rate swaps and swaptions	22	21
Foreign currency contracts	3	7
Investment swap contracts	3
Rabbi trust assets	84	84
Total assets at fair value	117	125
Liabilities:
Commodity swap contracts	20	14
Interest rate swaps and swaptions	22	21
Investment swap contracts		5
Foreign currency contracts	32	11
Total liabilities at fair value	$ 74	$ 51

XML

Intangible Assets, Net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010	Sep. 30, 2011
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 1,080		$ 1,081
Accumulated Amortization	(442)		(426)
Net Carrying Amount	638		655
Finite-lived intangible assets, amortization expense	15	11
Remainder of fiscal 2012	45
Fiscal 2013	59
Fiscal 2014	60
Fiscal 2015	61
Fiscal 2016	62
Fiscal 2017	62
Thereafter	289
Total	638
Intellectual property
Finite-Lived Intangible Assets
Gross Carrying Amount	850		850
Accumulated Amortization	(404)		(394)
Net Carrying Amount	446		456
Customer relationships
Finite-Lived Intangible Assets
Gross Carrying Amount	176		176
Accumulated Amortization	(18)		(13)
Net Carrying Amount	158		163
Other intangible assets
Finite-Lived Intangible Assets
Gross Carrying Amount	54		55
Accumulated Amortization	(20)		(19)
Net Carrying Amount	$ 34		$ 36

XML

Retirement Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
U.S. Plans
Defined Benefit Plan, Net Periodic Benefit Cost
Service cost	$ 2	$ 2
Interest cost	13	13
Expected return on plan assets	(15)	(16)
Amortization of net actuarial loss	10	9
Net periodic benefit pension cost	10	8
Minimum required contributions to pension and postretirement benefit plans in fiscal 2012	3
Defined benefit plan, contributions by employer	1
Non-U.S. Plans
Defined Benefit Plan, Net Periodic Benefit Cost
Service cost	13	16
Interest cost	19	21
Expected return on plan assets	(13)	(14)
Amortization of prior service credit	(2)
Amortization of net actuarial loss	8	10
Net periodic benefit pension cost	25	33
Minimum required contributions to pension and postretirement benefit plans in fiscal 2012	97
Defined benefit plan, contributions by employer	27
Postretirement Benefit Plans
Defined Benefit Plan, Net Periodic Benefit Cost
Minimum required contributions to pension and postretirement benefit plans in fiscal 2012	$ 2

XML

Inventories (Details) (USD $) In Millions, unless otherwise specified	Dec. 30, 2011	Sep. 30, 2011
Inventories
Raw materials	$ 315	$ 301
Work in progress	564	550
Finished goods	952	1,005
Inventoried costs on long-term contracts	87	83
Inventories	$ 1,918	$ 1,939

XML

Debt (Tables)

3 Months Ended

Dec. 30, 2011

Debt

Schedule of long-term debt instruments

	December 30, 2011		September 30, 2011
	(in millions)
6.00% senior notes due 2012	$	716	$	716
5.95% senior notes due 2014		300		300
6.55% senior notes due 2017		735		736
4.875% senior notes due 2021		269		269
7.125% senior notes due 2037		475		475
3.50% convertible subordinated notes due 2015		90		90
Commercial paper, at a weighted-average interest rate of 0.46%		179		—
Other		82		83
Total debt(1)		2,846		2,669
Less current maturities of long-term debt(2)		896		1
Long-term debt	$	1,950	$	2,668

(1)

Senior notes are presented at face amount and, if applicable, are net of unamortized discount and the fair value of interest rate swaps.

(2)

The current maturities of long-term debt at December 30, 2011 was comprised of the 6.00% senior notes due 2012, commercial paper, and a portion of amounts shown as other. The current maturities of long-term debt at September 30, 2011 was comprised of a portion of amounts shown as other.

XML

Other Income, Net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
Other Income, Net
Other income, net	$ 1	$ 12

XML

Share Plans

3 Months Ended

Dec. 30, 2011

Share Plans

Share Plans

20. Share Plans

        Total share-based compensation costs were $18 million and $22 million during the quarters ended December 30, 2011 and December 24, 2010, respectively. Share-based compensation costs were primarily presented in selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations.

        Pursuant to the acquisition of ADC, we exchanged unexercised ADC share options and stock appreciation rights for our share options and stock appreciation right awards. As a result of that exchange, we recognized $2 million of incremental share-based compensation expense during the first quarter of fiscal 2011. Those costs, which are included in the total share-based compensation expense above, are presented in acquisition and integration costs on the Condensed Consolidated Statements of Operations.

        As of December 30, 2011, we had 6 million shares available for issuance under the TE Connectivity Ltd. 2007 Stock and Incentive Plan, as amended and restated, and 4 million shares available for issuance under ADC equity incentive plans.

• Restricted Share Awards

        A summary of restricted share award activity during the quarter ended December 30, 2011 is presented below:

	Shares			Weighted-Average Grant-Date Fair Value
Non-vested at September 30, 2011		5,022,839		$	26.48
Granted		1,636,896			34.55
Vested		(1,494,867	)		23.70
Forfeited		(189,966	)		24.54
Non-vested at December 30, 2011		4,974,902		$	30.04

        As of December 30, 2011, there was $122 million of unrecognized compensation cost related to non-vested restricted share awards. The cost is expected to be recognized over a weighted-average period of 2.3 years.

• Share Options

        A summary of share option award activity during the quarter ended December 30, 2011 is presented below:

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in millions)
Outstanding at September 30, 2011		21,920,451		$	31.94
Granted		3,337,500			34.52
Exercised		(517,661	)		22.69
Expired		(710,342	)		53.12
Forfeited		(180,618	)		25.76
Outstanding at December 30, 2011		23,849,330		$	31.92		5.9	$	77
Vested and non-vested expected to vest at December 30, 2011		23,105,635		$	31.97		5.9	$	75
Exercisable at December 30, 2011		15,636,232		$	32.93		4.3	$	52

        As of December 30, 2011, there was $59 million of unrecognized compensation cost related to non-vested share options granted under our share option plans. The cost is expected to be recognized over a weighted-average period of 2.3 years.

• Share-Based Compensation Assumptions

        The weighted-average grant-date fair value of options granted during the quarter ended December 30, 2011 and the weighted-average assumptions we used in the Black-Scholes-Merton option pricing model for the quarter then ended were as follows:

Weighted-average grant-date fair value	$	9.50
Assumptions:
Expected share price volatility		36	%
Risk free interest rate		1.3	%
Expected annual dividend per share	$	0.84
Expected life of options (in years)		6.0

XML

Guarantees (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Sep. 30, 2011
Guarantee Obligations:
Other liabilities	$ 517	$ 511
Accrued and other current liabilities	1,434	1,772
Accrued warranty claims	56	60
Tax Sharing Agreement
Guarantee Obligations:
Liabilities sharing percent, entity (as a percent)	31.00%
Liabilities sharing percent, Tyco International (as a percent)	27.00%
Liabilities sharing percent, Covidien (as a percent)	42.00%
Liability sharing percent, pre-separation tax matters, indemnification (as a percent)	69.00%
Guarantee obligations, current carrying value	250	249
Other liabilities	230	228
Accrued and other current liabilities	20	21
Outstanding Letters of Credit and Letters of Guarantee
Guarantee Obligations:
Guarantor obligations, maximum exposure	$ 425

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Restructuring and Other Charges, Net (Details) (USD $)	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
Restructuring and other charges:
Cash charges	$ 20,000,000	$ 39,000,000
Non-cash credits	(1,000,000)
Restructuring and related charges, net	19,000,000	39,000,000
Restructuring charges	19,000,000	39,000,000
Transportation Solutions
Restructuring and other charges:
Restructuring charges	(4,000,000)	1,000,000
Communications and Industrial Solutions
Restructuring and other charges:
Restructuring charges	17,000,000	3,000,000
Network Solutions
Restructuring and other charges:
Restructuring charges	$ 6,000,000	$ 35,000,000

XML

Earnings Per Share (Tables)

3 Months Ended

Dec. 30, 2011

Earnings Per Share

Schedule of weighted-average shares outstanding, basic and diluted

	For the Quarters Ended
	December 30, 2011		December 24, 2010
	(in millions)
Weighted-average shares outstanding:
Basic		425		444
Dilutive share options and restricted share awards		4		5
Diluted		429		449

XML

Financial Instruments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010	Sep. 30, 2011
Derivatives.
Derivative liability, fair value	$ 74		$ 51
Net investment hedges, notional amount	1,663		1,542
Foreign exchange gain (loss) from net investment hedges	52	14
Derivative asset, fair value	33		41
Prepaid Expenses and Other Current Assets
Derivatives.
Derivative asset, fair value	12		12
Prepaid Expenses and Other Current Assets | Maximum
Derivatives.
Derivative, remaining maturity (in years)	1 year
Accrued and other current liabilities
Derivatives.
Derivative liability, fair value	71		43
Accrued and other current liabilities | Maximum
Derivatives.
Derivative, remaining maturity (in years)	1 year
Other assets | Minimum
Derivatives.
Derivative, remaining maturity (in years)	1 year
Other liabilities
Derivatives.
Derivative liability, fair value	3
Other liabilities | Minimum
Derivatives.
Derivative, remaining maturity (in years)	1 year
Interest rate swaps | Other assets
Derivatives.
Derivative asset, fair value	21		21
Commodity swap contracts
Derivatives.
Notional amount of cash flow hedges	237		211
Derivatives designated as hedging instruments
Derivatives.
Derivative liability, fair value	46		36
Derivative asset, fair value	28		35
Derivatives designated as hedging instruments | Foreign currency contracts
Derivatives.
Derivative liability, fair value	4		1
Derivative asset, fair value	1		1
Derivatives designated as hedging instruments | Interest rate swaps and swaptions
Derivatives.
Derivative liability, fair value	22		21
Derivative asset, fair value	22		21
Derivatives designated as hedging instruments | Commodity swap contracts
Derivatives.
Derivative liability, fair value	20		14
Derivative asset, fair value	5		13
Derivatives not designated as hedging instruments
Derivatives.
Derivative liability, fair value	28		15
Derivative asset, fair value	5		6
Derivatives not designated as hedging instruments | Foreign currency contracts
Derivatives.
Derivative liability, fair value	28		10
Derivative asset, fair value	2		6
Derivatives not designated as hedging instruments | Investment swaps
Derivatives.
Derivative liability, fair value			5
Derivative asset, fair value	$ 3

XML

Share Plans (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Dec. 30, 2011 Y	Dec. 24, 2010
Share Plans
Shares available for issuance under 2007 Plan (in shares)	6,000,000
Shares available for issuance in connection with the acquisition (in shares)	4,000,000
Share Based Compensation Arrangements:
Share-based compensation costs	$ 18	$ 22
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology
Weighted-average grant-date fair value (in dollars per share)	$ 9.50
Expected share price volatility (as a percent)	36.00%
Risk free interest rate (as a percent)	1.30%
Expected annual dividend (in dollars per share)	$ 0.84
Expected life of options (in years)	6.0
ADC Telecommunications
Share Based Compensation Arrangements:
Shared-based compensation expense related to conversion of awards		2
Restricted share awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested
Non-vested restricted share awards at the beginning of the period (in shares)	5,022,839
Non-vested restricted share awards granted (in shares)	1,636,896
Non-vested restricted share awards vested (in shares)	(1,494,867)
Non-vested restricted share awards forfeited (in shares)	(189,966)
Non-vested restricted share awards at the end of the period (in shares)	4,974,902
Non-vested restricted shares, weighted-average grant-date fair value at the beginning of the period (in dollars per share)	$ 26.48
Non-vested restricted shares granted, weighted-average grant-date fair value (in dollars per share)	$ 34.55
Non-vested restricted shares vested, weighted-average grant-date fair value (in dollars per share)	$ 23.70
Non-vested restricted shares forfeited, weighted-average grant-date fair value (in dollars per share)	$ 24.54
Non-vested restricted shares, weighted-average grant-date fair value at the end of the period (in dollars per share)	$ 30.04
Share Based Compensation Costs Not Recognized
Share-based compensation, non-vested awards, total compensation cost not yet recognized	122
Share-based compensation, non-vested awards, total compensation cost not yet recognized, expected period for recognition (in years)	2.3
Share options
Share Based Compensation Costs Not Recognized
Share-based compensation, non-vested awards, total compensation cost not yet recognized	59
Share-based compensation, non-vested awards, total compensation cost not yet recognized, expected period for recognition (in years)	2.3
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding
Outstanding share options at the beginning of the period (in shares)	21,920,451
Share options granted (in shares)	3,337,500
Share options exercised (in shares)	(517,661)
Share options expired (in shares)	(710,342)
Share options forfeited (in shares)	(180,618)
Outstanding share options at the end of the period (in shares)	23,849,330
Share options outstanding, weighted-average exercise price at the beginning of the period (in dollars per share)	$ 31.94
Share options granted, weighted-average exercise price (in dollars per share)	$ 34.52
Share options exercised, weighted-average exercise price (in dollars per share)	$ 22.69
Share options expired, weighted-average exercise price (in dollars per share)	$ 53.12
Share options forfeited, weighted-average exercise price (in dollars per share)	$ 25.76
Share options outstanding, weighted-average exercise price at the end of the period (in dollars per share)	$ 31.92
Share options vested and non-vested expected to vest at end of period (in shares)	23,105,635
Share options exercisable at end of period (in shares)	15,636,232
Share options vested and non-vested expected to vest at end of period, weighted-average exercise price (in dollars per share)	$ 31.97
Share options exercisable at end of period, weighted-average exercise price (in dollars per share)	$ 32.93
Share options outstanding at end of period, weighted-average remaining contractual term (in years)	5.9
Share options vested and non-vested expected to vest at end of period, weighted-average remaining contractual term (in years)	5.9
Share options exercisable at end of period, weighted-average remaining contractual term (in years)	4.3
Share options outstanding at end of period, aggregate intrinsic value	77
Share options vested and non-vested expected to vest at end of period, aggregate intrinsic value	75
Share options exercisable at end of period, aggregate intrinsic value	$ 52

XML

Goodwill (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011
Goodwill:
Goodwill, gross	$ 8,261
Accumulated impairment losses	(4,675)
Goodwill, beginning balance	3,586
Changes in goodwill:
Currency translation	(17)
Goodwill, gross	8,244
Accumulated impairment losses	(4,675)
Goodwill, net of impairment losses	3,569
Transportation Solutions
Goodwill:
Goodwill, gross	2,712
Accumulated impairment losses	(2,191)
Goodwill, beginning balance	521
Changes in goodwill:
Currency translation	(2)
Goodwill, gross	2,710
Accumulated impairment losses	(2,191)
Goodwill, net of impairment losses	519
Communications and Industrial Solutions
Goodwill:
Goodwill, gross	3,314
Accumulated impairment losses	(1,459)
Goodwill, beginning balance	1,855
Changes in goodwill:
Currency translation	(9)
Goodwill, gross	3,305
Accumulated impairment losses	(1,459)
Goodwill, net of impairment losses	1,846
Network Solutions
Goodwill:
Goodwill, gross	2,235
Accumulated impairment losses	(1,025)
Goodwill, beginning balance	1,210
Changes in goodwill:
Currency translation	(6)
Goodwill, gross	2,229
Accumulated impairment losses	(1,025)
Goodwill, net of impairment losses	$ 1,204

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Acquisition

3 Months Ended

Dec. 30, 2011

Acquisition

Acquisition

4. Acquisition

• Anticipated Acquisition

        On December 14, 2011, we entered into a Sale and Purchase Agreement (the "SPA") to acquire Deutsch Group SAS ("Deutsch"), a global leader in high-performance connectors for harsh environments, from Deutsch's current shareholders (the "Sellers"). Pursuant to the SPA, we have agreed to pay the Sellers consideration of €1.15 billion (or approximately $1.49 billion using a December 30, 2011 exchange rate of $1.29 per €1.00), which will not be subject to an adjustment based on Deutsch's performance prior to closing and will accrue interest at a per annum rate of 5.5% after February 28, 2012 if the transaction has not closed prior to that date. The total value of the transaction amounts to €1.55 billion (approximately $2.0 billion using an exchange rate of $1.29 per €1.00), which includes Deutsch's debt to be repaid at closing.

        The transaction is expected to close by the end of the third quarter of fiscal 2012. The close of the transaction is subject to customary regulatory conditions including foreign investments approval by the French Ministry of Economy and Finance, approval of the Committee on Foreign Investment in the U.S. and antitrust clearances. The transaction terms also include termination rights, including a termination fee of €50 million payable to the Sellers by us if the transaction does not close.

        During the first quarter of fiscal 2012, the Condensed Consolidated Statements of Operations included $4 million of acquisition costs related to acquiring Deutsch.

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Segment Data (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
Segment Data
Net sales	$ 3,309	$ 3,200
Operating income (loss)	378	400
Transportation Solutions
Segment Data
Net sales	1,405	1,311
Operating income (loss)	223	189
Communications and Industrial Solutions
Segment Data
Net sales	1,075	1,223
Operating income (loss)	76	181
Network Solutions
Segment Data
Net sales	829	666
Operating income (loss)	$ 79	$ 30

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Restructuring and Other Charges, Net (Details 2) (USD $)	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010	Sep. 30, 2011
Restructuring reserve
Restructuring reserve at the beginning of the period	$ 182,000,000
Charges	28,000,000
Utilization	(42,000,000)
Changes in Estimate	(8,000,000)
Currency Translation	(4,000,000)
Restructuring reserve at the end of the period	156,000,000
Restructuring and Related Cash Charges
Restructuring charges (credits)	19,000,000	39,000,000
Non-cash credits	(1,000,000)
Accrued and other current liabilities	115,000,000		136,000,000
Other liabilities	41,000,000		46,000,000
Restructuring reserves	156,000,000
Transportation Solutions
Restructuring reserve
Restructuring reserve at the beginning of the period	32,000,000
Restructuring reserve at the end of the period	22,000,000
Restructuring and Related Cash Charges
Restructuring charges (credits)	(4,000,000)	1,000,000
Restructuring reserves	22,000,000
Communications and Industrial Solutions
Restructuring reserve
Restructuring reserve at the beginning of the period	72,000,000
Restructuring reserve at the end of the period	66,000,000
Restructuring and Related Cash Charges
Restructuring charges (credits)	17,000,000	3,000,000
Restructuring reserves	66,000,000
Network Solutions
Restructuring reserve
Restructuring reserve at the beginning of the period	78,000,000
Restructuring reserve at the end of the period	68,000,000
Restructuring and Related Cash Charges
Restructuring charges (credits)	6,000,000	35,000,000
Restructuring reserves	68,000,000
Fiscal 2011 Actions:
Restructuring reserve
Restructuring reserve at the beginning of the period	116,000,000
Charges	3,000,000
Utilization	(29,000,000)
Changes in Estimate	(8,000,000)
Currency Translation	(2,000,000)
Restructuring reserve at the end of the period	80,000,000
Restructuring and Related Cash Charges
Restructuring charges (credits)	(5,000,000)	37,000,000
Expected cash spending fiscal 2012	99,000,000
Expected cash spending fiscal 2013	15,000,000
Restructuring charges, expected additional costs	5,000,000
Cumulative Costs Incurred	163,000,000
Restructuring reserves	80,000,000
Fiscal 2011 Actions: | Transportation Solutions
Restructuring and Related Cash Charges
Restructuring charges (credits)	(7,000,000)
Cumulative Costs Incurred	1,000,000
Fiscal 2011 Actions: | Communications and Industrial Solutions
Restructuring and Related Cash Charges
Restructuring charges (credits)	2,000,000
Cumulative Costs Incurred	81,000,000
Fiscal 2011 Actions: | Network Solutions
Restructuring and Related Cash Charges
Cumulative Costs Incurred	81,000,000
Fiscal 2002 Actions: | Network Solutions
Restructuring reserve
Restructuring reserve at the end of the period	29,000,000
Restructuring and Related Cash Charges
Expected term of obligation for payment of remaining reserves, low end of range (in years)	1
Expected term of obligation for payment of remaining reserves, high end of range (in years)	15
Restructuring reserves	29,000,000
Fiscal 2012 Actions:
Restructuring reserve
Charges	23,000,000
Utilization	(3,000,000)
Restructuring reserve at the end of the period	20,000,000
Restructuring and Related Cash Charges
Restructuring charges (credits)	5,000,000
Expected cash spending fiscal 2012	17,000,000
Expected cash spending fiscal 2013	6,000,000
Restructuring reserves	20,000,000
Fiscal 2012 Actions: | Transportation Solutions
Restructuring and Related Cash Charges
Restructuring charges (credits)	3,000,000
Fiscal 2012 Actions: | Communications and Industrial Solutions
Restructuring and Related Cash Charges
Restructuring charges (credits)	15,000,000
Fiscal 2012 Actions: | Network Solutions
Restructuring and Related Cash Charges
Restructuring charges (credits)	5,000,000
Pre-Fiscal 2011 Actions:
Restructuring reserve
Restructuring reserve at the beginning of the period	66,000,000
Charges	2,000,000
Utilization	(10,000,000)
Currency Translation	(2,000,000)
Restructuring reserve at the end of the period	56,000,000
Restructuring and Related Cash Charges
Restructuring reserves	56,000,000
Fiscal 2010 and 2009 Actions:
Restructuring and Related Cash Charges
Restructuring charges (credits)	2,000,000	2,000,000
Expected cash spending fiscal 2012	31,000,000
Expected cash spending fiscal 2013	6,000,000
Employee severance | Fiscal 2011 Actions:
Restructuring reserve
Restructuring reserve at the beginning of the period	111,000,000
Charges	3,000,000
Utilization	(28,000,000)
Changes in Estimate	(8,000,000)
Currency Translation	(2,000,000)
Restructuring reserve at the end of the period	76,000,000
Restructuring and Related Cash Charges
Restructuring reserves	76,000,000
Employee severance | Fiscal 2012 Actions:
Restructuring reserve
Charges	23,000,000
Utilization	(3,000,000)
Restructuring reserve at the end of the period	20,000,000
Restructuring and Related Cash Charges
Restructuring reserves	20,000,000
Employee severance | Pre-Fiscal 2011 Actions:
Restructuring reserve
Restructuring reserve at the beginning of the period	33,000,000
Charges	1,000,000
Utilization	(7,000,000)
Currency Translation	(1,000,000)
Restructuring reserve at the end of the period	26,000,000
Restructuring and Related Cash Charges
Restructuring reserves	26,000,000
Facility exit costs | Fiscal 2011 Actions:
Restructuring reserve
Restructuring reserve at the beginning of the period	4,000,000
Utilization	(1,000,000)
Restructuring reserve at the end of the period	3,000,000
Restructuring and Related Cash Charges
Restructuring reserves	3,000,000
Facility exit costs | Pre-Fiscal 2011 Actions:
Restructuring reserve
Restructuring reserve at the beginning of the period	31,000,000
Charges	1,000,000
Utilization	(2,000,000)
Currency Translation	(1,000,000)
Restructuring reserve at the end of the period	29,000,000
Restructuring and Related Cash Charges
Restructuring reserves	29,000,000
Other | Fiscal 2011 Actions:
Restructuring reserve
Restructuring reserve at the beginning of the period			1,000,000
Restructuring reserve at the end of the period	1,000,000		1,000,000
Restructuring and Related Cash Charges
Restructuring reserves	1,000,000		1,000,000
Other | Pre-Fiscal 2011 Actions:
Restructuring reserve
Restructuring reserve at the beginning of the period	2,000,000
Utilization	(1,000,000)
Restructuring reserve at the end of the period	1,000,000
Restructuring and Related Cash Charges
Restructuring reserves	$ 1,000,000

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Discontinued Operations (Tables)

3 Months Ended

Dec. 30, 2011

Discontinued Operations

Pre-tax gain (loss) on sale and income tax (expense) benefit from discontinued operations

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Pre-tax income from discontinued operations	$	13		$	—
Pre-tax loss on sale of discontinued operations		—			(4	)
Income tax (expense) benefit		(5	)		1
Income (loss) from discontinued operations, net of income taxes	$	8		$	(3	)

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Restructuring and Other Charges, Net (Tables)

3 Months Ended

Dec. 30, 2011

Restructuring and Other Charges, Net

Charges (credits) to operations by segment

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Transportation Solutions	$	(4	)	$	1
Communications and Industrial Solutions		17			3
Network Solutions		6			35
Restructuring and related charges, net	$	19		$	39

Amounts recognized on the Consolidated Statements of Operations

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Cash charges	$	20		$	39
Non-cash credits		(1	)		—
Restructuring and related charges, net	$	19		$	39

Summary of activity in restructuring reserves

	Balance at September 30, 2011		Charges		Utilization			Changes in Estimate			Currency Translation			Balance at December 30, 2011
	(in millions)
Fiscal 2012 Actions:
Employee severance	$	—	$	23	$	(3	)	$	—		$	—		$	20
Facilities exit costs		—		—		—			—			—			—
Other		—		—		—			—			—			—
Total		—		23		(3	)		—			—			20
Fiscal 2011 Actions:
Employee severance		111		3		(28	)		(8	)		(2	)		76
Facilities exit costs		4		—		(1	)		—			—			3
Other		1		—		—			—			—			1
Total		116		3		(29	)		(8	)		(2	)		80
Pre-Fiscal 2011 Actions:
Employee severance		33		1		(7	)		—			(1	)		26
Facilities exit costs		31		1		(2	)		—			(1	)		29
Other		2		—		(1	)		—			—			1
Total		66		2		(10	)		—			(2	)		56
Total Activity	$	182	$	28	$	(42	)	$	(8	)	$	(4	)	$	156

Schedule of restructuring reserve by segment

	December 30, 2011		September 30, 2011
	(in millions)
Transportation Solutions	$	22	$	32
Communications and Industrial Solutions		66		72
Network Solutions		68		78
Restructuring reserves	$	156	$	182

Restructuring reserves included in Consolidated Balance Sheets

	December 30, 2011		September 30, 2011
	(in millions)
Accrued and other current liabilities	$	115	$	136
Other liabilities		41		46
Restructuring reserves	$	156	$	182

Fiscal 2011 Actions:

Restructuring and Other Charges, Net

Summary of costs incurred and expected costs

	Costs Incurred For the Quarter Ended December 30, 2011			Cumulative Costs Incurred
	(in millions)
Transportation Solutions	$	(7	)	$	1
Communications and Industrial Solutions		2			81
Network Solutions		—			81
Total	$	(5	)	$	163

Fiscal 2012 Actions:

Restructuring and Other Charges, Net

Summary of costs incurred and expected costs

	Costs Incurred For the Quarter Ended December 30, 2011
	(in millions)
Transportation Solutions	$	3
Communications and Industrial Solutions		15
Network Solutions		5
Total	$	23

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010	Sep. 30, 2011
Income Taxes
Provision (benefit) for income taxes	$ 92	$ 113
Effective income tax rate, stated percentage, continuing operations	26.60%	29.60%
Unrecognized tax benefits, income tax penalties and interest accrued	1,305		1,287
Unrecognized tax benefits, income tax penalties and interest accrued, location income taxes	1,176		1,154
Unrecognized tax benefits, income tax penalties and interest accrued, location accrued and other current liabilities	129		133
Unrecognized tax benefits, income tax penalties and interest expense	22
Unrecognized tax benefits, maximum amount that could be resolved in next twelve months	$ 200

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Acquisition (Details)	3 Months Ended
	Dec. 30, 2011 USD ($)	Dec. 24, 2010 USD ($)	Dec. 30, 2011 Deutsch Group SAS Anticipated Acquisition USD ($)	Dec. 30, 2011 Deutsch Group SAS Anticipated Acquisition EUR (€)	Dec. 14, 2011 Deutsch Group SAS Anticipated Acquisition USD ($)	Dec. 14, 2011 Deutsch Group SAS Anticipated Acquisition EUR (€)
Business acquisition information
Cash paid for acquisition					$ 1,490,000,000	€ 1,150,000,000
Value of transaction					2,000,000,000	1,550,000,000
Exchange rate, numerator (in dollars per Euro)			1.29
Exchange rate, denominator				1.00
Percentage of interest on consideration					5.50%	5.50%
Termination fee						50,000,000
Acquisition costs	$ 4,000,000	$ 17,000,000	$ 4,000,000

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Goodwill (Tables)

3 Months Ended

Dec. 30, 2011

Goodwill

Changes in the carrying amount of goodwill by segment

	Transportation Solutions			Communications and Industrial Solutions			Network Solutions			Total
	(in millions)
Balance at September 30, 2011:
Goodwill	$	2,712		$	3,314		$	2,235		$	8,261
Accumulated impairment losses		(2,191	)		(1,459	)		(1,025	)		(4,675	)
Goodwill, net of impairment losses		521			1,855			1,210			3,586
Changes in goodwill:
Currency translation		(2	)		(9	)		(6	)		(17	)
Balance at December 30, 2011:
Goodwill		2,710			3,305			2,229			8,244
Accumulated impairment losses		(2,191	)		(1,459	)		(1,025	)		(4,675	)
Goodwill, net of impairment losses	$	519		$	1,846		$	1,204		$	3,569

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Restructuring and Other Charges, Net

3 Months Ended

Dec. 30, 2011

Restructuring and Other Charges, Net

Restructuring and Other Charges, Net

3. Restructuring and Other Charges, Net

        Charges (credits) to operations by segment were as follows:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Transportation Solutions	$	(4	)	$	1
Communications and Industrial Solutions		17			3
Network Solutions		6			35
Restructuring and related charges, net	$	19		$	39

        Amounts recognized on the Condensed Consolidated Statements of Operations were as follows:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Cash charges	$	20		$	39
Non-cash credits		(1	)		—
Restructuring and related charges, net	$	19		$	39

Restructuring and Related Cash Charges

        Activity in our restructuring reserves during the first quarter of fiscal 2012 is summarized as follows:

	Balance at September 30, 2011		Charges		Utilization			Changes in Estimate			Currency Translation			Balance at December 30, 2011
	(in millions)
Fiscal 2012 Actions:
Employee severance	$	—	$	23	$	(3	)	$	—		$	—		$	20
Facilities exit costs		—		—		—			—			—			—
Other		—		—		—			—			—			—
Total		—		23		(3	)		—			—			20
Fiscal 2011 Actions:
Employee severance		111		3		(28	)		(8	)		(2	)		76
Facilities exit costs		4		—		(1	)		—			—			3
Other		1		—		—			—			—			1
Total		116		3		(29	)		(8	)		(2	)		80
Pre-Fiscal 2011 Actions:
Employee severance		33		1		(7	)		—			(1	)		26
Facilities exit costs		31		1		(2	)		—			(1	)		29
Other		2		—		(1	)		—			—			1
Total		66		2		(10	)		—			(2	)		56
Total Activity	$	182	$	28	$	(42	)	$	(8	)	$	(4	)	$	156

• Fiscal 2012 Actions

        We initiated restructuring programs during fiscal 2012 which were primarily associated with headcount reductions in our Communications and Industrial Solutions segment. In connection with these actions, during the quarter ended December 30, 2011, we recorded net restructuring charges of $23 million primarily related to employee severance and benefits. We expect to complete all restructuring activities commenced in fiscal 2012 by the end of fiscal 2013. Cash spending related to this plan was $3 million in the first quarter of fiscal 2012. We expect total cash spending to be approximately $17 million and $6 million in fiscal 2012 and 2013, respectively.

        The following table summarizes costs incurred for fiscal 2012 actions by segment:

	Costs Incurred For the Quarter Ended December 30, 2011
	(in millions)
Transportation Solutions	$	3
Communications and Industrial Solutions		15
Network Solutions		5
Total	$	23

• Fiscal 2011 Actions

        We initiated restructuring programs during fiscal 2011 which were primarily associated with the acquisition of ADC Telecommunications, Inc. ("ADC") and related headcount reductions in the Network Solutions segment. Additionally, we increased reductions in force as a result of economic conditions, primarily in the Communications and Industrial Solutions segment. In connection with these actions, during the quarters ended December 30, 2011 and December 24, 2010, we recorded net restructuring credits of $5 million and charges of $37 million, respectively, which primarily related to employee severance and benefits. We expect to complete all restructuring activities commenced in fiscal 2011 by the end of fiscal 2012 and to incur additional charges of approximately $5 million, primarily in the Communications and Industrial Solutions segment. Cash spending related to this plan was $29 million in the first quarter of fiscal 2012. We expect total cash spending to be approximately $99 million and $15 million in fiscal 2012 and 2013, respectively.

        The following table summarizes costs incurred during the quarter ended December 30, 2011 and cumulative costs incurred for fiscal 2011 actions by segment:

	Costs Incurred For the Quarter Ended December 30, 2011			Cumulative Costs Incurred
	(in millions)
Transportation Solutions	$	(7	)	$	1
Communications and Industrial Solutions		2			81
Network Solutions		—			81
Total	$	(5	)	$	163

• Pre-Fiscal 2011 Actions

        We initiated restructuring programs during fiscal 2010 primarily relating to headcount reductions in the Transportation Solutions segment. We initiated restructuring programs during fiscal 2009 primarily relating to headcount reductions and manufacturing site closures across all segments in response to economic conditions and the implementation of our manufacturing simplification plan. We have completed all restructuring activities commenced in fiscal 2010 and 2009. In connection with these pre-fiscal 2011 actions, during the quarters ended December 30, 2011 and December 24, 2010, we recorded net restructuring charges of $2 million and $2 million, respectively. Cash spending related to these plans was $10 million in the first quarter of fiscal 2012, and we expect total cash spending of approximately $31 million and $6 million in fiscal 2012 and 2013, respectively.

        During fiscal 2002, we recorded restructuring charges related to a significant downturn in the telecommunications industry and certain other end markets. These actions have been completed. As of December 30, 2011, the remaining restructuring reserves related to fiscal 2002 actions were $29 million, relating to exited lease facilities in the Subsea Communications business in the Network Solutions segment. We expect that the remaining reserves will continue to be paid out over the expected terms of the obligations which range from one to fifteen years.

Total Restructuring Reserves

        Restructuring reserves by segment were as follows:

	December 30, 2011		September 30, 2011
	(in millions)
Transportation Solutions	$	22	$	32
Communications and Industrial Solutions		66		72
Network Solutions		68		78
Restructuring reserves	$	156	$	182

        Restructuring reserves were included on our Condensed Consolidated Balance Sheets as follows:

	December 30, 2011		September 30, 2011
	(in millions)
Accrued and other current liabilities	$	115	$	136
Other liabilities		41		46
Restructuring reserves	$	156	$	182

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Intangible Assets, Net (Tables)

3 Months Ended

Dec. 30, 2011

Intangible Assets, Net

Schedule of finite-lived intangible assets

	December 30, 2011							September 30, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in millions)
Intellectual property	$	850	$	(404	)	$	446	$	850	$	(394	)	$	456
Customer relationships		176		(18	)		158		176		(13	)		163
Other		54		(20	)		34		55		(19	)		36
Total	$	1,080	$	(442	)	$	638	$	1,081	$	(426	)	$	655

Schedule of finite-lived intangible assets, future amortization expense

	(in millions)
Remainder of fiscal 2012	$	45
Fiscal 2013		59
Fiscal 2014		60
Fiscal 2015		61
Fiscal 2016		62
Fiscal 2017		62
Thereafter		289
Total	$	638

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Segment Data (Tables)

3 Months Ended

Dec. 30, 2011

Segment Data

Net sales and operating income (loss) by business segment

	Net Sales(1)				Operating Income
	For the Quarters Ended				For the Quarters Ended
	December 30, 2011		December 24, 2010		December 30, 2011		December 24, 2010
	(in millions)
Transportation Solutions	$	1,405	$	1,311	$	223	$	189
Communications and Industrial Solutions		1,075		1,223		76		181
Network Solutions		829		666		79		30
Total	$	3,309	$	3,200	$	378	$	400

(1)

Intersegment sales were not material and were recorded at selling prices that approximate market prices.

Segment assets and a reconciliation of segment assets to total assets

	December 30, 2011		September 30, 2011
	(in millions)
Transportation Solutions	$	3,139	$	3,187
Communications and Industrial Solutions		2,212		2,379
Network Solutions		1,898		1,961
Total segment assets(1)		7,249		7,527
Other current assets		2,418		2,268
Other non-current assets		7,856		7,928
Total assets	$	17,523	$	17,723

(1)

Segment assets are comprised of accounts receivable, inventories, and property, plant, and equipment.

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Financial Instruments (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
Derivative disclosures
Amount of gain (loss) from derivatives not designated as hedging instruments, recorded in Selling, general, and administrative expenses	$ (29)	$ (1)
Foreign currency contracts | Selling, general, and administrative expenses
Derivative disclosures
Amount of gain (loss) from derivatives not designated as hedging instruments, recorded in Selling, general, and administrative expenses	(32)
Investment swaps | Selling, general, and administrative expenses
Derivative disclosures
Amount of gain (loss) from derivatives not designated as hedging instruments, recorded in Selling, general, and administrative expenses	3	(1)
Fair Value Hedges | Interest rate swaps | Interest expense.
Derivative disclosures
Gain (loss) recognized in earnings	2	2
Cash Flow Hedges
Derivative disclosures
Gain (Loss) Recognized in OCI (Effective Portion)	(8)	18
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	9	7
Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded From Effectiveness Testing)		2
Cash Flow Hedges | Foreign currency contracts | Cost of sales
Derivative disclosures
Gain (Loss) Recognized in OCI (Effective Portion)	(3)
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		2
Cash Flow Hedges | Interest rate swaps and swaptions | Interest expense.
Derivative disclosures
Gain (Loss) Recognized in OCI (Effective Portion)	(1)	6
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(1)	(1)
Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded From Effectiveness Testing)		2
Cash Flow Hedges | Commodity swap contracts | Cost of sales
Derivative disclosures
Gain (Loss) Recognized in OCI (Effective Portion)	(4)	12
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ 10	$ 6

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
Net sales	$ 3,309	$ 3,200
Cost of sales	2,326	2,179
Gross margin	983	1,021
Selling, general, and administrative expenses	398	402
Research, development, and engineering expenses	184	163
Acquisition and integration costs	4	17
Restructuring and other charges, net	19	39
Operating income	378	400
Interest income	5	5
Interest expense	(38)	(35)
Other income, net	1	12
Income from continuing operations before income taxes	346	382
Income tax expense	(92)	(113)
Income from continuing operations	254	269
Income (loss) from discontinued operations, net of income taxes	8	(3)
Net income	262	266
Less: net income attributable to noncontrolling interests	(2)	(1)
Net income attributable to TE Connectivity Ltd.	260	265
Amounts attributable to TE Connectivity Ltd.:
Income from continuing operations	252	268
Income (loss) from discontinued operations	8	(3)
Net income	$ 260	$ 265
Basic earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations (in dollars per share)	$ 0.59	$ 0.60
Income (loss) from discontinued operations (in dollars per share)	$ 0.02
Net income (in dollars per share)	$ 0.61	$ 0.60
Diluted earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations (in dollars per share)	$ 0.59	$ 0.60
Income (loss) from discontinued operations (in dollars per share)	$ 0.02	$ (0.01)
Net income (in dollars per share)	$ 0.61	$ 0.59
Dividends and cash distributions paid per common share of TE Connectivity Ltd. (in dollars per share)	$ 0.18	$ 0.16
Weighted-average number of shares outstanding:
Basic (in shares)	425	444
Diluted (in shares)	429	449

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Discontinued Operations (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
Discontinued Operations
Pre-tax income from discontinued operations	$ 13
Pre-tax loss on sale of discontinued operations		(4)
Income tax (expense) benefit	(5)	1
Income (loss) from discontinued operations, net of income taxes	8	(3)
Settlement agreement amount, gross	21
Charge related to an unfavorable judgment associated with a holdback of purchase price	$ 5

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Basis of Presentation

3 Months Ended

Dec. 30, 2011

Basis of Presentation

Basis of Presentation

1. Basis of Presentation

• Basis of Presentation

        The unaudited Condensed Consolidated Financial Statements of TE Connectivity Ltd. ("TE Connectivity" or the "Company," which may be referred to as "we," "us," or "our") have been prepared in United States Dollars, in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ materially from these estimates. In management's opinion, the unaudited Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period.

        The Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended. The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

        Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2012 and fiscal 2011 are to our fiscal years ending September 28, 2012 and September 30, 2011, respectively.

• Reclassifications

        We have reclassified certain items on our Condensed Consolidated Financial Statements to conform to the current year presentation.

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Equity (Details) In Millions, except Per Share data, unless otherwise specified	1 Months Ended		3 Months Ended		12 Months Ended
	Mar. 31, 2011 USD ($) installment	Mar. 31, 2011 CHF installment	Dec. 30, 2011 USD ($)	Dec. 24, 2010 USD ($)	Sep. 30, 2011 CHF	Sep. 30, 2011 USD ($)
Equity
Maximum percentage of shares that the board may authorize for issuance			50.00%
Maximum percentage of additional shares that the board may authorize for issuance if certain conditions are met	50.00%	50.00%
Common shares held in treasury (in shares)			37			39
Common shares held in treasury, owned by subsidiary (in shares)			13			15
Contributed surplus established during the change of domicile for Swiss tax and statutory purposes ("Swiss Contributed Surplus")					9,745	$ 8,940
Reclassification from free reserves to legal reserve					9,745
Dividend or cash distribution approved (in currency per share)	$ 0.72	0.68
Number of quarterly dividend installments	4	4
Cash distribution paid, USD per share			$ 0.18	$ 0.16
Unpaid portion of the dividend payment recorded in accrued and other current liabilities			77			153
Repurchase of common shares (in shares)				1.4
Shares repurchased				45
Amount available for repurchase, at end of period			$ 1,501

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Fair Value Measurements (Tables)

3 Months Ended

Dec. 30, 2011

Fair Value Measurements

Financial assets and liabilities recorded at fair value on a recurring basis

	Fair Value Measurements Using Inputs Considered as
							Fair Value
Description	Level 1		Level 2		Level 3
	(in millions)
December 30, 2011:
Assets:
Commodity swap contracts	$	5	$	—	$	—	$	5
Interest rate swaps and swaptions		—		22		—		22
Foreign currency contracts(1)		—		3		—		3
Investment swap contracts		—		3		—		3
Rabbi trust assets		5		79		—		84
Total assets at fair value	$	10	$	107	$	—	$	117
Liabilities:
Commodity swap contracts	$	20	$	—	$	—	$	20
Interest rate swaps and swaptions		—		22		—		22
Foreign currency contracts(1)		—		32		—		32
Total liabilities at fair value	$	20	$	54	$	—	$	74
September 30, 2011:
Assets:
Commodity swap contracts	$	13	$	—	$	—	$	13
Interest rate swaps and swaptions		—		21		—		21
Foreign currency contracts(1)		—		7		—		7
Rabbi trust assets		5		79		—		84
Total assets at fair value	$	18	$	107	$	—	$	125
Liabilities:
Commodity swap contracts	$	14	$	—	$	—	$	14
Interest rate swaps and swaptions		—		21		—		21
Investment swap contracts		—		5		—		5
Foreign currency contracts(1)		—		11		—		11
Total liabilities at fair value	$	14	$	37	$	—	$	51

(1)

Contracts are presented gross without regard to any right of offset that exists. See Note 12 for a reconciliation of amounts to the Condensed Consolidated Balance Sheets.

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Tyco Electronics Group S.A. (Condensed Consolidating Balance Sheet Details) (USD $)	Dec. 30, 2011	Sep. 30, 2011	Dec. 24, 2010	Sep. 24, 2010
Current Assets:
Cash and cash equivalents	$ 1,390,000,000	$ 1,219,000,000	$ 1,407,000,000	$ 1,990,000,000
Accounts receivable, net	2,241,000,000	2,425,000,000
Inventories	1,918,000,000	1,939,000,000
Prepaid expenses and other current assets	625,000,000	646,000,000
Deferred income taxes	403,000,000	403,000,000
Total current assets	6,577,000,000	6,632,000,000
Property, plant, and equipment, net	3,090,000,000	3,163,000,000
Goodwill	3,569,000,000	3,586,000,000
Intangible assets, net	638,000,000	655,000,000
Deferred income taxes	2,322,000,000	2,365,000,000
Receivable from Tyco International Ltd. and Covidien plc	1,068,000,000	1,066,000,000
Other assets	259,000,000	256,000,000
Total Assets	17,523,000,000	17,723,000,000
Current Liabilities:
Current maturities of long-term debt	896,000,000	1,000,000
Accounts payable	1,393,000,000	1,483,000,000
Accrued and other current liabilities	1,434,000,000	1,772,000,000
Deferred revenue	97,000,000	145,000,000
Total current liabilities	3,820,000,000	3,401,000,000
Long-term debt	1,950,000,000	2,668,000,000
Long-term pension and postretirement liabilities	1,174,000,000	1,204,000,000
Deferred income taxes	333,000,000	333,000,000
Income taxes	2,139,000,000	2,122,000,000
Other liabilities	517,000,000	511,000,000
Total Liabilities	9,933,000,000	10,239,000,000
Total Equity	7,590,000,000	7,484,000,000
Total Liabilities and Equity	17,523,000,000	17,723,000,000
TE Connectivity Ltd.
Current Assets:
Accounts receivable, net	2,000,000	2,000,000
Intercompany receivables	24,000,000	17,000,000
Prepaid expenses and other current assets	1,000,000	2,000,000
Total current assets	27,000,000	21,000,000
Investment in subsidiaries	7,676,000,000	7,687,000,000
Intercompany loans receivable	9,000,000
Total Assets	7,712,000,000	7,708,000,000
Current Liabilities:
Accounts payable	2,000,000	1,000,000
Accrued and other current liabilities	81,000,000	180,000,000
Intercompany payables	31,000,000	28,000,000
Total current liabilities	114,000,000	209,000,000
Intercompany loans payable	8,000,000	15,000,000
Total Liabilities	122,000,000	224,000,000
Total Equity	7,590,000,000	7,484,000,000
Total Liabilities and Equity	7,712,000,000	7,708,000,000
Tyco Electronics Group S.A.
Current Assets:
Prepaid expenses and other current assets	6,000,000	4,000,000
Total current assets	6,000,000	4,000,000
Investment in subsidiaries	13,379,000,000	13,650,000,000
Intercompany loans receivable	2,297,000,000	2,416,000,000
Other assets	33,000,000	34,000,000
Total Assets	15,715,000,000	16,104,000,000
Current Liabilities:
Current maturities of long-term debt	895,000,000
Accrued and other current liabilities	67,000,000	88,000,000
Total current liabilities	962,000,000	88,000,000
Long-term debt	1,779,000,000	2,496,000,000
Intercompany loans payable	5,298,000,000	5,833,000,000
Total Liabilities	8,039,000,000	8,417,000,000
Total Equity	7,676,000,000	7,687,000,000
Total Liabilities and Equity	15,715,000,000	16,104,000,000
Other Subsidiaries
Current Assets:
Cash and cash equivalents	1,390,000,000	1,219,000,000	1,407,000,000	1,990,000,000
Accounts receivable, net	2,239,000,000	2,423,000,000
Inventories	1,918,000,000	1,939,000,000
Intercompany receivables	31,000,000	28,000,000
Prepaid expenses and other current assets	618,000,000	640,000,000
Deferred income taxes	403,000,000	403,000,000
Total current assets	6,599,000,000	6,652,000,000
Property, plant, and equipment, net	3,090,000,000	3,163,000,000
Goodwill	3,569,000,000	3,586,000,000
Intangible assets, net	638,000,000	655,000,000
Deferred income taxes	2,322,000,000	2,365,000,000
Intercompany loans receivable	5,305,000,000	5,848,000,000
Receivable from Tyco International Ltd. and Covidien plc	1,068,000,000	1,066,000,000
Other assets	226,000,000	222,000,000
Total Assets	22,817,000,000	23,557,000,000
Current Liabilities:
Current maturities of long-term debt	1,000,000	1,000,000
Accounts payable	1,391,000,000	1,482,000,000
Accrued and other current liabilities	1,286,000,000	1,504,000,000
Deferred revenue	97,000,000	145,000,000
Intercompany payables	24,000,000	17,000,000
Total current liabilities	2,799,000,000	3,149,000,000
Long-term debt	171,000,000	172,000,000
Intercompany loans payable	2,305,000,000	2,416,000,000
Long-term pension and postretirement liabilities	1,174,000,000	1,204,000,000
Deferred income taxes	333,000,000	333,000,000
Income taxes	2,139,000,000	2,122,000,000
Other liabilities	517,000,000	511,000,000
Total Liabilities	9,438,000,000	9,907,000,000
Total Equity	13,379,000,000	13,650,000,000
Total Liabilities and Equity	22,817,000,000	23,557,000,000
Consolidating Adjustments
Current Assets:
Intercompany receivables	(55,000,000)	(45,000,000)
Total current assets	(55,000,000)	(45,000,000)
Investment in subsidiaries	(21,055,000,000)	(21,337,000,000)
Intercompany loans receivable	(7,611,000,000)	(8,264,000,000)
Total Assets	(28,721,000,000)	(29,646,000,000)
Current Liabilities:
Intercompany payables	(55,000,000)	(45,000,000)
Total current liabilities	(55,000,000)	(45,000,000)
Intercompany loans payable	(7,611,000,000)	(8,264,000,000)
Total Liabilities	(7,666,000,000)	(8,309,000,000)
Total Equity	(21,055,000,000)	(21,337,000,000)
Total Liabilities and Equity	$ (28,721,000,000)	$ (29,646,000,000)

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Earnings Per Share

3 Months Ended

Dec. 30, 2011

Earnings Per Share

Earnings Per Share

17. Earnings Per Share

        Basic earnings per share is computed by dividing net income attributable to TE Connectivity Ltd. by the basic weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income attributable to TE Connectivity Ltd. by the weighted-average number of common shares outstanding adjusted for potentially dilutive unexercised share options and non-vested restricted share awards. The following table sets forth the denominators of the basic and diluted earnings per share computations:

	For the Quarters Ended
	December 30, 2011		December 24, 2010
	(in millions)
Weighted-average shares outstanding:
Basic		425		444
Dilutive share options and restricted share awards		4		5
Diluted		429		449

        Certain share options were not included in the computation of diluted earnings per share because the instruments' underlying exercise prices were greater than the average market prices of our common shares and inclusion would be antidilutive. Such shares not included in the computation were 16 million and 18 million for the quarters ended December 30, 2011 and December 24, 2010, respectively.

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Retirement Plans (Tables)

3 Months Ended

Dec. 30, 2011

Retirement Plans

Net periodic benefit cost

	U.S. Plans						Non-U.S. Plans
	For the Quarters Ended						For the Quarters Ended
	December 30, 2011			December 24, 2010			December 30, 2011			December 24, 2010
	(in millions)
Service cost	$	2		$	2		$	13		$	16
Interest cost		13			13			19			21
Expected return on plan assets		(15	)		(16	)		(13	)		(14	)
Amortization of prior service credit		—			—			(2	)		—
Amortization of net actuarial loss		10			9			8			10
Net periodic benefit pension cost	$	10		$	8		$	25		$	33

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Comprehensive Income

3 Months Ended

Dec. 30, 2011

Comprehensive Income.

Comprehensive Income

19. Comprehensive Income

        Comprehensive income consisted of the following:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Net income	$	262		$	266
Currency translation(1)		(173	)		(29	)
Gain (loss) on cash flow hedges, net of income taxes		(15	)		11
Effects of unrecognized pension and postretirement benefit costs, net of income taxes		10			12
		84			260
Less: comprehensive income attributable to noncontrolling interests		(2	)		(1	)
Comprehensive income attributable to TE Connectivity Ltd.	$	82		$	259

(1)

Includes hedges of net investment foreign exchange gains or losses which offset foreign exchange gains or losses attributable to the translation of the net investments.

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Accounting Pronouncements

3 Months Ended

Dec. 30, 2011

Accounting Pronouncements

Accounting Pronouncements

2. Accounting Pronouncements

• Recently Issued Accounting Pronouncements

        In December 2011 and June 2011, the Financial Accounting Standards Board ("FASB") issued updates to guidance in Accounting Standards Codification ("ASC") 220, Comprehensive Income, that change the presentation and disclosure requirements of comprehensive income in interim and annual financial statements. These updates to ASC 220 are effective for us in the first quarter of fiscal 2013 with early adoption permitted. Adoption is not expected to have a material impact on our Condensed Consolidated Financial Statements.

        In December 2011, the FASB issued an update to guidance in ASC 210, Balance Sheet, that enhances the disclosure requirements related to offsetting assets and liabilities. This update to ASC 210 is effective for us in the first quarter of fiscal 2014. Adoption is not expected to have a material impact on our Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Dec. 30, 2011	Sep. 30, 2011
Current Assets:
Cash and cash equivalents	$ 1,390	$ 1,219
Accounts receivable, net of allowance for doubtful accounts of $41 and $39, respectively	2,241	2,425
Inventories	1,918	1,939
Prepaid expenses and other current assets	625	646
Deferred income taxes	403	403
Total current assets	6,577	6,632
Property, plant, and equipment, net	3,090	3,163
Goodwill	3,569	3,586
Intangible assets, net	638	655
Deferred income taxes	2,322	2,365
Receivable from Tyco International Ltd. and Covidien plc	1,068	1,066
Other assets	259	256
Total Assets	17,523	17,723
Current Liabilities:
Current maturities of long-term debt	896	1
Accounts payable	1,393	1,483
Accrued and other current liabilities	1,434	1,772
Deferred revenue	97	145
Total current liabilities	3,820	3,401
Long-term debt	1,950	2,668
Long-term pension and postretirement liabilities	1,174	1,204
Deferred income taxes	333	333
Income taxes	2,139	2,122
Other liabilities	517	511
Total Liabilities	9,933	10,239
Commitments and contingencies (Note 11)
TE Connectivity Ltd. Shareholders' Equity:
Common shares, 463,080,684 shares authorized and issued, CHF 1.37 par value	593	593
Contributed surplus	7,578	7,604
Accumulated earnings	344	84
Treasury shares, at cost, 37,351,457 and 39,303,550 shares, respectively	(1,184)	(1,235)
Accumulated other comprehensive income	250	428
Total TE Connectivity Ltd. shareholders' equity	7,581	7,474
Noncontrolling interests	9	10
Total Equity	7,590	7,484
Total Liabilities and Equity	$ 17,523	$ 17,723

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Financial Instruments

3 Months Ended

Dec. 30, 2011

Financial Instruments

Financial Instruments

12. Financial Instruments

        We use derivative and non-derivative financial instruments to manage certain exposures to foreign currency, interest rate, investment, and commodity risks.

• Foreign Exchange Risks

        As part of managing the exposure to changes in foreign currency exchange rates, we utilize foreign currency forward and swap contracts, a portion of which are designated as cash flow hedges. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in foreign currency exchange rates on intercompany transactions, accounts receivable, accounts payable, and other cash transactions.

        We expect that significantly all of the balance in accumulated other comprehensive income associated with the cash flow hedge-designated instruments addressing foreign exchange risks will be reclassified into the Condensed Consolidated Statements of Operations within the next twelve months.

• Interest Rate and Investment Risk Management

        We issue debt, from time to time, to fund our operations and capital needs. Such borrowings can result in interest rate exposure. To manage the interest rate exposure, we use interest rate swaps to convert a portion of fixed-rate debt into variable-rate debt. We use forward starting interest rate swaps and swaptions to manage interest rate exposure in periods prior to the anticipated issuance of fixed-rate debt. We also utilize interest rate swap contracts, a portion of which are designated as cash flow hedges, to manage interest rate and earnings exposure on cash and cash equivalents and certain non-qualified deferred compensation liabilities.

• Commodity Hedges

        As part of managing the exposure to certain commodity price fluctuations, we utilize commodity swap contracts designated as cash flow hedges. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in prices of commodities used in production.

        At December 30, 2011 and September 30, 2011, our commodity hedges had notional values of $237 million and $211 million, respectively. We expect that significantly all of the balance in accumulated other comprehensive income associated with the commodities hedges will be reclassified into the Condensed Consolidated Statements of Operations within the next twelve months.

• Hedges of Net Investment

        We hedge our net investment in certain foreign operations using intercompany non-derivative financial instruments denominated in the same currencies. The aggregate notional value of these hedges was $1,663 million and $1,542 million at December 30, 2011 and September 30, 2011, respectively. We recorded foreign exchange gains of $52 million and $14 million during the quarters ended December 30, 2011 and December 24, 2010, respectively, to currency translation, a component of accumulated other comprehensive income, offsetting foreign exchange gains or losses attributable to the translation of the net investment. See additional information in Note 19.

• Derivative Instrument Summary

        The fair value of our derivative instruments is summarized below.

	December 30, 2011				September 30, 2011
	Fair Value of Asset Positions(1)		Fair Value of Liability Positions(2)		Fair Value of Asset Positions(1)		Fair Value of Liability Positions(2)
	(in millions)
Derivatives designated as hedging instruments:
Foreign currency contracts(3)	$	1	$	4	$	1	$	1
Interest rate swaps and swaptions		22		22		21		21
Commodity swap contracts		5		20		13		14
Total derivatives designated as hedging instruments		28		46		35		36
Derivatives not designated as hedging instruments:
Foreign currency contracts(3)		2		28		6		10
Investment swaps		3		—		—		5
Total derivatives not designated as hedging instruments		5		28		6		15
Total derivatives	$	33	$	74	$	41	$	51

(1)

All foreign currency, commodity swap, investment swap, interest rate swap, forward starting interest rate swap, and swaption derivatives in asset positions that mature within one year of the balance sheet date are recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets, except where a right of offset against liability positions exists. Derivative instruments in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets totaled $12 million at December 30, 2011 and September 30, 2011. Interest rate swaps and foreign currency contracts in asset positions that mature more than one year from the balance sheet date are recorded in other assets on the Condensed Consolidated Balance Sheets and totaled $21 million at December 30, 2011 and September 30, 2011.

(2)

All foreign currency, commodity swap, investment swap, interest rate swap, forward starting interest rate swap, and swaption derivatives in liability positions that mature within one year of the balance sheet date are recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets, except where a right of offset against asset positions exists. Derivative instruments in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $71 million and $43 million at December 30, 2011 and September 30, 2011, respectively. Interest rate swaps and foreign currency contracts in liability positions that mature more than one year from the balance sheet date are recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $3 million at December 30, 2011; there were no derivatives in other liabilities at September 30, 2011.

(3)

Contracts are presented gross without regard to any right of offset that exists.

        The effects of derivative instruments designated as fair value hedges on the Condensed Consolidated Statements of Operations were as follows:

	Gain Recognized
		For the Quarters Ended
Derivatives Designated as Fair Value Hedges	Location	December 30, 2011		December 24, 2010
		(in millions)
Interest rate swaps(1)	Interest expense	$	2	$	2

(1)

Certain interest rate swaps designated as fair value hedges were terminated in December 2008. Terminated interest rate swaps resulted in all gains presented in this table. Interest rate swaps in place at December 30, 2011 had no gain or loss recognized on the Condensed Consolidated Statements of Operations during the periods.

	Gain (Loss) Recognized in OCI (Effective Portion)			Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)				Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded From Effectiveness Testing)
Derivatives Designated as Cash Flow Hedges	Amount			Location	Amount			Location	Amount
	(in millions)
For the Quarter Ended December 30, 2011:
Foreign currency contracts	$	(3	)	Cost of sales	$	—		Cost of sales	$	—
Commodity swap contracts		(4	)	Cost of sales		10		Cost of sales		—
Interest rate swaps and swaptions(1)		(1	)	Interest expense		(1	)	Interest expense		—
Total	$	(8	)		$	9			$	—
For the Quarter Ended December 24, 2010:
Foreign currency contracts	$	—		Cost of sales	$	2		Cost of sales	$	—
Commodity swap contracts		12		Cost of sales		6		Cost of sales		—
Interest rate swaps and swaptions(1)		6		Interest expense		(1	)	Interest expense		2
Total	$	18			$	7			$	2

(1)

Certain forward starting interest rate swaps designated as cash flow hedges were terminated in September 2007. Terminated forward starting interest rate swaps resulted in losses of $1 million reflected in interest expense for the quarters ended December 30, 2011 and December 24, 2010, respectively. Forward starting interest rate swaps in place at December 30, 2011 and December 24, 2010 resulted in a loss of $1 million and a gain of $6 million, respectively, in other comprehensive income related to the effective portions of the hedge during the periods. Interest rate swaptions in place at December 30, 2011 resulted in no gains or losses recorded in either other comprehensive income related to the effective portions of the hedges or interest expense as a result of amounts excluded from the hedging relationships. Interest rate swaptions in place at December 24, 2010 resulted in no gains or losses recorded in other comprehensive income related to the effective portions of the hedges and gains of $2 million in interest expense as a result of amounts excluded from the hedging relationships.

	Gain (Loss) Recognized
		For the Quarters Ended
Derivatives not Designated as Hedging Instruments	Location	December 30, 2011			December 24, 2010
		(in millions)
Foreign currency contracts	Selling, general, and administrative expenses	$	(32	)	$	—
Investment swaps	Selling, general, and administrative expenses		3			(1	)
Total		$	(29	)	$	(1	)

        During the first quarter of fiscal 2012, we incurred losses of $32 million as a result of marking foreign currency derivatives not designated as hedging instruments to fair value. These losses were principally driven by Euro-denominated foreign currency contracts entered into in anticipation of the acquisition of Deutsch and were offset by gains realized as a result of re-measuring certain Euro-denominated intercompany non-derivative financial instruments to the U.S. Dollar.

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Document and Entity Information	3 Months Ended
	Dec. 30, 2011	Jan. 24, 2012
Document and Entity Information
Entity Registrant Name	TE Connectivity Ltd.
Entity Central Index Key	0001385157
Document Type	10-Q
Document Period End Date	Dec. 30, 2011
Amendment Flag	false
Current Fiscal Year End Date	--09-28
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		426,179,148
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

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Fair Value Measurements

3 Months Ended

Dec. 30, 2011

Fair Value Measurements

Fair Value Measurements

13. Fair Value Measurements

        Guidance on fair value measurement in ASC 820, Fair Value Measurements and Disclosures, specifies a fair value hierarchy based upon the observability of the inputs utilized in valuation of certain assets and liabilities. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. Fair value measurements are classified under the following hierarchy:

• •

  Level 1—Quoted prices in active markets for identical assets and liabilities.

  •

  Level 2—Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

  •

  Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flows methodologies, and similar techniques that use significant unobservable inputs.

        Financial assets and liabilities recorded at fair value on a recurring basis were as follows:

	Fair Value Measurements Using Inputs Considered as
							Fair Value
Description	Level 1		Level 2		Level 3
	(in millions)
December 30, 2011:
Assets:
Commodity swap contracts	$	5	$	—	$	—	$	5
Interest rate swaps and swaptions		—		22		—		22
Foreign currency contracts(1)		—		3		—		3
Investment swap contracts		—		3		—		3
Rabbi trust assets		5		79		—		84
Total assets at fair value	$	10	$	107	$	—	$	117
Liabilities:
Commodity swap contracts	$	20	$	—	$	—	$	20
Interest rate swaps and swaptions		—		22		—		22
Foreign currency contracts(1)		—		32		—		32
Total liabilities at fair value	$	20	$	54	$	—	$	74
September 30, 2011:
Assets:
Commodity swap contracts	$	13	$	—	$	—	$	13
Interest rate swaps and swaptions		—		21		—		21
Foreign currency contracts(1)		—		7		—		7
Rabbi trust assets		5		79		—		84
Total assets at fair value	$	18	$	107	$	—	$	125
Liabilities:
Commodity swap contracts	$	14	$	—	$	—	$	14
Interest rate swaps and swaptions		—		21		—		21
Investment swap contracts		—		5		—		5
Foreign currency contracts(1)		—		11		—		11
Total liabilities at fair value	$	14	$	37	$	—	$	51

(1)

Contracts are presented gross without regard to any right of offset that exists. See Note 12 for a reconciliation of amounts to the Condensed Consolidated Balance Sheets.

        The following is a description of the valuation methodologies used for the respective financial assets and liabilities measured at fair value on a recurring basis:

• •

  Commodity swap contracts—Fair value of these assets and liabilities is determined using quoted prices on futures exchanges (level 1).

• •

  Interest rate swaps and swaptions—Fair value of these assets and liabilities is determined based on observable inputs other than quoted prices. The positions are primarily valued using market approach models that use readily observable interest rates as their basis (level 2).

  •

  Investment swap contracts—Fair value of these assets is determined based on observable inputs other than quoted prices. The positions are primarily valued using market approach models that use readily observable equity returns as their basis (level 2).

  •

  Foreign currency contracts—Fair value of these assets and liabilities is determined using the market approach. Values are based on observable market transactions of spot and forward currency rates (level 2).

  •

  Rabbi trust assets—Rabbi trust assets are principally comprised of comingled equity funds that are marked to fair value based on unadjusted quoted prices in active markets (level 1) and fixed income securities that are marked to fair value based on quoted market prices or other pricing determinations based on the results of market approach valuation models using observable market data such as recently reported trades, bid and offer information, and benchmark securities (level 2).

        The majority of derivatives that we enter into are valued using the over-the-counter quoted market prices for similar instruments. We do not believe that fair values of these derivative instruments materially differ from the amounts that could be realized upon settlement or maturity.

        As of December 30, 2011, we did not have significant financial assets or liabilities that were measured at fair value on a non-recurring basis or non-financial assets or liabilities that were measured at fair value.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) In Millions, except Share data, unless otherwise specified	Dec. 30, 2011 USD ($)	Dec. 30, 2011 CHF	Sep. 30, 2011 USD ($)	Sep. 30, 2011 CHF
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 41		$ 39
Common shares, shares authorized	463,080,684	463,080,684	463,080,684	463,080,684
Common shares, shares issued	463,080,684	463,080,684	463,080,684	463,080,684
Common shares, par value (in currency per share)		1.37		1.37
Treasury shares	37,351,457	37,351,457	39,303,550	39,303,550

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Goodwill

3 Months Ended

Dec. 30, 2011

Goodwill

Goodwill

7. Goodwill

        The changes in the carrying amount of goodwill by segment were as follows:

	Transportation Solutions			Communications and Industrial Solutions			Network Solutions			Total
	(in millions)
Balance at September 30, 2011:
Goodwill	$	2,712		$	3,314		$	2,235		$	8,261
Accumulated impairment losses		(2,191	)		(1,459	)		(1,025	)		(4,675	)
Goodwill, net of impairment losses		521			1,855			1,210			3,586
Changes in goodwill:
Currency translation		(2	)		(9	)		(6	)		(17	)
Balance at December 30, 2011:
Goodwill		2,710			3,305			2,229			8,244
Accumulated impairment losses		(2,191	)		(1,459	)		(1,025	)		(4,675	)
Goodwill, net of impairment losses	$	519		$	1,846		$	1,204		$	3,569

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Inventories

3 Months Ended

Dec. 30, 2011

Inventories

Inventories

6. Inventories

        Inventories consisted of the following:

	December 30, 2011		September 30, 2011
	(in millions)
Raw materials	$	315	$	301
Work in progress		564		550
Finished goods		952		1,005
Inventoried costs on long-term contracts		87		83
Inventories	$	1,918	$	1,939

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Equity

3 Months Ended

Dec. 30, 2011

Equity

Equity

18. Equity

• Common Shares

        Subject to certain conditions specified in the articles of association, we are authorized to increase our share capital by issuing new shares in aggregate not exceeding 50% of our authorized shares. Additionally, in March 2011, our shareholders reapproved and extended through March 9, 2013 our board of directors' authorization to issue additional new shares, subject to certain conditions specified in the articles, in aggregate not exceeding 50% of the amount of our authorized shares. Although we state our par value in Swiss Francs ("CHF"), we continue to use the U.S. Dollar as our reporting currency for preparing our Condensed Consolidated Financial Statements.

• Common Shares Held in Treasury

        At December 30, 2011, approximately 37 million common shares were held in treasury, of which 13 million were owned by one of our subsidiaries. At September 30, 2011, approximately 39 million common shares were held in treasury, of which 15 million were owned by one of our subsidiaries. Shares held both directly by us and by our subsidiary are presented as treasury shares on the Condensed Consolidated Balance Sheets.

• Contributed Surplus

        Contributed surplus originally established during the Change of Domicile for Swiss tax and statutory purposes ("Swiss Contributed Surplus"), subject to certain conditions, is a freely distributable reserve.

        Upon our implementation of Swiss tax law regarding the classification of Swiss Contributed Surplus for Swiss tax and statutory purposes, distributions to shareholders from Swiss Contributed Surplus will be free from withholding tax. We are in discussions with Swiss tax authorities regarding certain administrative aspects of the law related to the classification of Swiss Contributed Surplus for tax and statutory reporting purposes. Should we not be successful in our discussions, we may need to formally enter into an appeal process in order to gain a favorable ruling. While these discussions are on-going, as of September 30, 2011, we provisionally reclassified CHF 9,745 million from free reserves (contributed surplus) to legal reserves (reserves from capital contributions) on our Swiss statutory balance sheet to conform to the presentation requirements of the Swiss tax law as currently interpreted by the Swiss tax authorities. We may, in the future and depending upon the outcome of our discussions and any related appeals, reverse the classification. The current classification may negatively impact our ability to repurchase our shares in future years. As of September 30, 2011, Swiss Contributed Surplus was $8,940 million (equivalent to CHF 9,745 million).

• Dividends and Distributions to Shareholders

        Under Swiss law, subject to certain conditions, distributions to shareholders made in the form of a reduction of registered share capital or from reserves from capital contributions (equivalent to Swiss Contributed Surplus) are exempt from Swiss withholding tax. See "Contributed Surplus" for additional information regarding our ability to make distributions free from withholding tax from contributed surplus. Distributions or dividends on our shares must be approved by our shareholders.

        In March 2011, our shareholders approved a dividend payment to shareholders of CHF 0.68 (equivalent to $0.72) per share out of contributed surplus, payable in four equal quarterly installments beginning in the third quarter of fiscal 2011 through the second quarter of fiscal 2012 to shareholders of record on specified dates in each of the four quarters. We paid the third installment of the dividend at a rate of $0.18 per share during the quarter ended December 30, 2011.

        Upon approval by the shareholders of a dividend payment or cash distribution in the form of a capital reduction, we record a liability with a corresponding charge to contributed surplus or common shares. The unpaid portion of the dividend payment approved in March 2011 was recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets and totaled $77 million and $153 million at December 30, 2011 and September 30, 2011, respectively.

• Share Repurchase Program

        During the first quarter of fiscal 2012, we did not purchase any of our common shares under our share repurchase authorization. During the first quarter of fiscal 2011, we purchased approximately 1.4 million of our common shares for $45 million. At December 30, 2011, we had $1,501 million of availability remaining under our share repurchase authorization.

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Retirement Plans

3 Months Ended

Dec. 30, 2011

Retirement Plans

Retirement Plans

14. Retirement Plans

        The net periodic benefit cost for all U.S. and non-U.S. defined benefit pension plans was as follows:

	U.S. Plans						Non-U.S. Plans
	For the Quarters Ended						For the Quarters Ended
	December 30, 2011			December 24, 2010			December 30, 2011			December 24, 2010
	(in millions)
Service cost	$	2		$	2		$	13		$	16
Interest cost		13			13			19			21
Expected return on plan assets		(15	)		(16	)		(13	)		(14	)
Amortization of prior service credit		—			—			(2	)		—
Amortization of net actuarial loss		10			9			8			10
Net periodic benefit pension cost	$	10		$	8		$	25		$	33

        The net periodic benefit cost for postretirement benefit plans was immaterial for the quarters ended December 30, 2011 and December 24, 2010.

        We anticipate that, at a minimum, we will make the minimum required contributions to our pension plans in fiscal 2012 of $3 million for U.S. plans and $97 million for non-U.S. plans. During the quarter ended December 30, 2011, we contributed $1 million to our U.S. plans and $27 million to our non-U.S. plans.

        We expect to make contributions to our postretirement benefit plans of $2 million in fiscal 2012. During the quarter ended December 30, 2011, contributions to our postretirement benefit plans were insignificant.

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Guarantees

3 Months Ended

Dec. 30, 2011

Guarantees

Guarantees

10. Guarantees

        Pursuant to the Separation and Distribution Agreement and Tax Sharing Agreement, upon separation from Tyco International Ltd. ("Tyco International") on June 29, 2007, we entered into certain guarantee commitments and indemnifications with Tyco International and Covidien plc ("Covidien"). Under these agreements, principally the Tax Sharing Agreement, we, Tyco International, and Covidien share 31%, 27%, and 42%, respectively, of certain contingent liabilities relating to unresolved pre-separation tax matters of Tyco International. The effect of the Tax Sharing Agreement is to indemnify us for 69% of certain liabilities settled in cash by us with respect to unresolved pre-separation tax matters. Pursuant to that indemnification, we have made similar indemnifications to Tyco International and Covidien with respect to 31% of certain liabilities settled in cash by the companies relating to unresolved pre-separation tax matters. If any of the companies responsible for all or a portion of such liabilities were to default in its payment of costs or expenses related to any such liability, we would be responsible for a portion of the defaulting party or parties' obligation. In addition, Tyco International and Covidien are responsible for their tax liabilities that are not subject to the Tax Sharing Agreement's sharing formula. Our indemnification created under the Tax Sharing Agreement qualifies as a guarantee of a third party entity's debt under ASC 460, Guarantees.

        At December 30, 2011, we had a liability representing the indemnifications made to Tyco International and Covidien pursuant to the Tax Sharing Agreement of $250 million of which $230 million was reflected in other liabilities and $20 million was reflected in accrued and other current liabilities on the Condensed Consolidated Balance Sheet. At September 30, 2011, the liability was $249 million and consisted of $228 million in other liabilities and $21 million in accrued and other current liabilities. The amount reflected in accrued and other current liabilities is our estimated cash obligation under the Tax Sharing Agreement to Tyco International and Covidien in connection with pre-separation tax matters that could be resolved within one year.

        We have assessed the probable future cash payments to Tyco International and Covidien for pre-separation income tax matters pursuant to the terms of the Tax Sharing Agreement and determined that $250 million remains sufficient to satisfy these expected obligations.

        In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We have no reason to believe that these uncertainties would have a material adverse effect on our results of operations, financial position, or cash flows.

        At December 30, 2011, we had outstanding letters of credit and letters of guarantee in the amount of $425 million.

        In the normal course of business, we are liable for contract completion and product performance. In the opinion of management, such obligations will not significantly affect our results of operations, financial position, or cash flows.

        We generally record estimated product warranty costs when contract revenues are recognized under the percentage-of-completion method for construction related contracts and at the time of sale for products. The estimation is primarily based on historical experience and actual warranty claims. Amounts accrued for warranty claims at December 30, 2011 and September 30, 2011 were $56 million and $60 million, respectively.

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Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
Comprehensive Income.
Net income	$ 262	$ 266
Currency translation	(173)	(29)
Gain on cash flow hedges, net of income taxes	(15)	11
Effects of unrecognized pension and postretirement benefit costs, net of income taxes	10	12
Total comprehensive income (loss)	84	260
Less: comprehensive income attributable to noncontrolling interests	(2)	(1)
Comprehensive income attributable to TE Connectivity Ltd.	$ 82	$ 259

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Intangible Assets, Net

3 Months Ended

Dec. 30, 2011

Intangible Assets, Net

Intangible Assets, Net

8. Intangible Assets, Net

        Intangible assets were as follows:

	December 30, 2011							September 30, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in millions)
Intellectual property	$	850	$	(404	)	$	446	$	850	$	(394	)	$	456
Customer relationships		176		(18	)		158		176		(13	)		163
Other		54		(20	)		34		55		(19	)		36
Total	$	1,080	$	(442	)	$	638	$	1,081	$	(426	)	$	655

        Intangible asset amortization expense was $15 million and $11 million for the quarters ended December 30, 2011 and December 24, 2010, respectively.

        The estimated aggregate amortization expense on intangible assets is expected to be as follows:

	(in millions)
Remainder of fiscal 2012	$	45
Fiscal 2013		59
Fiscal 2014		60
Fiscal 2015		61
Fiscal 2016		62
Fiscal 2017		62
Thereafter		289
Total	$	638

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Debt

3 Months Ended

Dec. 30, 2011

Debt

Debt

9. Debt

        Debt was as follows:

	December 30, 2011		September 30, 2011
	(in millions)
6.00% senior notes due 2012	$	716	$	716
5.95% senior notes due 2014		300		300
6.55% senior notes due 2017		735		736
4.875% senior notes due 2021		269		269
7.125% senior notes due 2037		475		475
3.50% convertible subordinated notes due 2015		90		90
Commercial paper, at a weighted-average interest rate of 0.46%		179		—
Other		82		83
Total debt(1)		2,846		2,669
Less current maturities of long-term debt(2)		896		1
Long-term debt	$	1,950	$	2,668

(1)

Senior notes are presented at face amount and, if applicable, are net of unamortized discount and the fair value of interest rate swaps.

(2)

The current maturities of long-term debt at December 30, 2011 was comprised of the 6.00% senior notes due 2012, commercial paper, and a portion of amounts shown as other. The current maturities of long-term debt at September 30, 2011 was comprised of a portion of amounts shown as other.

        In December 2011, Tyco Electronics Group S.A. ("TEGSA"), our wholly-owned subsidiary, entered into a 364-day credit agreement ("364-Day Credit Facility") with total commitments of $700 million. Under the terms of the agreement, the commitments will be reduced upon certain events, including the incurrence of certain types of debt, certain equity issuances, and certain dispositions. TEGSA had no borrowings under the 364-Day Credit Facility at December 30, 2011.

        Borrowings under the 364-Day Credit Facility will bear interest at a rate per annum equal to, at the option of TEGSA, (1) the London interbank offered rate ("LIBOR") plus an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA, or (2) an alternate base rate equal to the highest of (i) JP Morgan Chase Bank, N.A. New York branch's prime rate, (ii) the federal funds effective rate plus ¹/2 of 1%, and (iii) one-month LIBOR plus 1%, plus, in each case, an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA. TEGSA is required to pay an annual facility fee ranging from 10.0 to 22.5 basis points based upon the amount of the lenders' commitments under the 364-Day Credit Facility and the applicable credit ratings of TEGSA.

        In June 2011, TEGSA entered into a five-year unsecured senior revolving credit facility ("Five-Year Credit Facility"), with total commitments of $1,500 million. TEGSA had no borrowings under the Five-Year Credit Facility at December 30, 2011 and September 30, 2011.

        The 364-Day Credit Facility and the Five-Year Credit Facility (together, the "Credit Facilities") contain financial ratio covenants providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt (as defined in the Credit Facilities) to Consolidated EBITDA (as defined in the Credit Facilities) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.5 to 1.0, an Event of Default (as defined in the Credit Facilities) is triggered. The Credit Facilities and our other debt agreements contain other customary covenants.

        TEGSA's payment obligations under its senior notes, commercial paper, and Credit Facilities are fully and unconditionally guaranteed by TE Connectivity Ltd. Neither TE Connectivity Ltd. nor any of its subsidiaries provides a guarantee as to payment obligations under the 3.50% convertible subordinated notes due 2015 and other notes issued by ADC prior to its acquisition in December 2010.

        We have used, and continue to use, derivative instruments to manage interest rate risk. See Note 12 for information on options to enter into interest rate swaps ("swaptions"), forward starting interest rate swaps, and interest rate swaps.

        The fair value of our debt, based on indicative valuations, was approximately $3,148 million and $2,970 million at December 30, 2011 and September 30, 2011, respectively.

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Commitments and Contingencies

3 Months Ended

Dec. 30, 2011

Commitments and Contingencies

Commitments and Contingencies

11. Commitments and Contingencies

TE Connectivity Legal Proceedings

        In the ordinary course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

Legal Matters under Separation and Distribution Agreement

        The Separation and Distribution Agreement among us, Tyco International, and Covidien provided for the allocation among the parties of Tyco International's assets, liabilities, and obligations attributable to periods prior to our and Covidien's separations from Tyco International on June 29, 2007. Under the Separation and Distribution Agreement, we assumed the liability for, and control of, all pending and threatened legal matters at separation related to our business or assumed or retained liabilities. We were responsible for 31% of certain liabilities that arose from litigation pending or threatened at separation that was not allocated to one of the three parties, and Tyco International and Covidien were responsible for 27% and 42%, respectively, of such liabilities. If any party defaults in payment of its allocated share of any such liability, each non-defaulting party will be responsible for an equal portion of the amount in default together with any other non-defaulting party, although any such payments will not release the obligation of the defaulting party. Subject to the terms and conditions of the Separation and Distribution Agreement, Tyco International manages and controls all the legal matters related to the shared contingent liabilities, including the defense or settlement thereof, subject to certain limitations. All costs and expenses that Tyco International incurs in connection with the defense of such litigation, other than the amount of any judgment or settlement, which is allocated in the manner described above, will be borne equally by Tyco International, Covidien, and us. At the present time, all significant matters for which we shared responsibility with Tyco International and Covidien under the Separation and Distribution Agreement, which as previously reported in our periodic filings generally related to securities class action cases and other securities cases, have been settled. Other than matters described below under "Compliance Matters," we presently are not aware of any additional legal matters which may arise for which we would bear a portion of the responsibility under the Separation and Distribution Agreement.

• Compliance Matters

        As previously reported in our periodic filings, Tyco International received and has responded to various allegations that certain improper payments were made by Tyco International subsidiaries, including our subsidiaries, in recent years prior to the separation. Tyco International reported to the U.S. Department of Justice and the Securities and Exchange Commission the investigative steps and remedial measures that it had taken in response to the allegations, including that it retained outside counsel to perform a company-wide baseline review of its policies, controls, and practices with respect to compliance with the Foreign Corrupt Practices Act ("FCPA"), and that it would continue to investigate and make periodic progress reports to these agencies. To date, our baseline review has revealed that some of our former business practices may not have complied with FCPA requirements. At this time, we believe we have adequate amounts recorded related to these matters, the amounts of which are not significant. Any judgment, settlement, or other cost incurred by Tyco International in connection with these matters not specifically allocated to Tyco International, Covidien, or us would be subject to the liability sharing provisions of the Separation and Distribution Agreement.

Income Taxes

        In prior years, in connection with the Internal Revenue Service ("IRS") audit of various fiscal years, Tyco International submitted to the IRS proposed adjustments to prior period U.S. federal income tax returns resulting in a reduction in the taxable income previously filed. The IRS accepted substantially all of the proposed adjustments for fiscal 1997 through 2000 for which the IRS had completed its field work. On the basis of previously accepted amendments, we have determined that acceptance of adjustments presented for additional periods through fiscal 2006 is more likely than not to be accepted and, accordingly, have recorded them, as well as the impacts of the adjustments accepted by the IRS, on the Condensed Consolidated Financial Statements.

        As our tax return positions continue to be updated for periods prior to separation, additional adjustments may be identified and recorded on the Condensed Consolidated Financial Statements. While the final adjustments cannot be determined until the income tax return amendment process is completed and accepted by the IRS, we believe that any resulting adjustments will not have a material impact on our results of operations, financial position, or cash flows. Additionally, adjustments may be recorded to equity in the future for the impact of filing final or amended income tax returns in certain jurisdictions where those returns include a combination of Tyco International, Covidien, and/or our subsidiaries for the periods prior to the separation.

        During fiscal 2007, the IRS concluded its field examination of certain of Tyco International's U.S. federal income tax returns for the years 1997 through 2000 and issued Revenue Agent Reports which reflect the IRS' determination of proposed tax adjustments for the 1997 through 2000 period. Tyco International has appealed certain proposed adjustments totaling approximately $1 billion. Additionally, the IRS proposed civil fraud penalties against Tyco International arising from alleged actions of former executives in connection with certain intercompany transfers of stock in 1998 and 1999. Based upon statutory guidelines, Tyco International estimates the proposed penalties could range between $30 million and $50 million. The penalty is asserted against a prior subsidiary of Tyco International that was distributed to us in connection with the separation. Any penalty ultimately imposed upon our subsidiary would be subject to sharing with Tyco International and Covidien under the Tax Sharing Agreement. It is our understanding that Tyco International continues to make progress towards resolving a substantial number of proposed tax adjustments for the years 1997 through 2000; however, several significant matters remain in dispute. The remaining issues in dispute involve the tax treatment of certain intercompany debt transactions. Tyco International has indicated that it is unlikely to achieve the resolution of these contested adjustments through the IRS appeals process, and therefore may be required to litigate the disputed issues. For those issues not remaining in dispute, it is likely that Tyco International will settle with the IRS and pay any related deficiencies within the next twelve months. Over the next twelve months, we expect to pay approximately $70 million, inclusive of related indemnification payments, in connection with pre-separation tax matters.

        During fiscal 2011, the IRS completed its field examination of certain Tyco International income tax returns for the years 2001 through 2004, issued Revenue Agent Reports which reflect the IRS' determination of proposed tax adjustments for the 2001 through 2004 period, and issued certain notices of deficiency. In connection with the completion of fieldwork and the settlement of certain tax matters, we made net cash payments of $154 million related to pre-separation deficiencies in the fourth quarter of fiscal 2011.

        The IRS commenced its audit of certain Tyco International income tax returns for the years 2005 through 2007 in fiscal 2011.

        During the first quarter of fiscal 2012, the IRS indicated that it would begin the audit of our income tax returns for the years 2008 through 2010 in fiscal 2012.

        At December 30, 2011 and September 30, 2011, we have reflected $218 million and $232 million, respectively, of income tax liabilities related to the audits of Tyco International's and our income tax returns in accrued and other current liabilities as certain of these matters could be resolved within the next twelve months.

        We continue to believe that the amounts recorded on our Condensed Consolidated Financial Statements relating to the matters discussed above are appropriate. However, the ultimate resolution is uncertain and could result in a material impact to our results of operations, financial position, or cash flows.

Environmental Matters

        We are involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods. As of December 30, 2011, we concluded that it was probable that we would incur remedial costs in the range of $12 million to $23 million. As of December 30, 2011, we concluded that the best estimate within this range is $12 million, of which $4 million is included in accrued and other current liabilities and $8 million is included in other liabilities on the Condensed Consolidated Balance Sheet. In view of our financial position and reserves for environmental matters of $12 million, we believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows.

Matters Related to Our Former Wireless Systems Business

        Certain liabilities and contingencies related to our former Wireless Systems business were retained by us when this business was sold in fiscal 2009. These include certain retained liabilities related to the State of New York contract and a contingent purchase price commitment related to the acquisition of Com-Net by the Wireless Systems business in 2001. See additional information below.

• State of New York Contract

        In September 2005, we were awarded a twenty-year lease contract with the State of New York to construct, operate, and maintain a statewide wireless communications network for use by state and municipal first responders. In August 2008, we were served by the State with a default notice related to the first regional network, pursuant to the contract. In January 2009, the State notified us that, in the State's opinion, we had not fully remediated issues cited by the State and it had determined that we were in default of the contract and that it had exercised its right to terminate the contract. The State contended that it had the right under the contract to recoup costs incurred by the State in conjunction with the implementation of the network, and as a result of this contention, in January 2009, the State drew down $50 million against an irrevocable standby letter of credit funded by us.

        In February 2009, we filed a claim in the New York Court of Claims, seeking over $100 million in damages, and alleging a number of causes of action, including breach of contract, unjust enrichment, defamation, conversion, breach of the covenant of good faith and fair dealing, the imposition of a constructive trust, and seeking a declaration that the State terminated the contract "for convenience." In September 2009, the Court granted the State's motion to dismiss all counts of the complaint, with the exception of the breach of contract claim and a claim for breach of warranty in connection with the State's drawdown on the $50 million letter of credit. In November 2009, the State filed an answer to the complaint and counterclaim asserting breach of contract and alleging that the State has incurred damages in excess of $275 million. We moved to dismiss the counterclaim in February 2010, and in June 2010 the Court denied our motion. We filed our answer to the State's counterclaim in July 2010. On December 27, 2011, the Court of Claims entered judgment in our favor in the amount of $25 million, payment of which is expected to be made in the third quarter of fiscal 2012. The Court also dismissed the State's counterclaim against us with prejudice. The Court's judgment resolves all outstanding issues between the parties in this matter. The $25 million judgment is reflected in income from discontinued operations on the Condensed Consolidated Statement of Operations for the quarter ended December 30, 2011.

• Com-Net

        At December 30, 2011, we had a contingent purchase price commitment of $80 million related to our fiscal 2001 acquisition of Com-Net. This represents the maximum amount payable to the former shareholders of Com-Net only after the construction and installation of a communications system for the State of Florida was completed and approved by the State of Florida in accordance with guidelines set forth in the contract. Under the terms of the purchase and sale agreement, we do not believe we have any obligation to the sellers. However, the sellers have contested our position and initiated a lawsuit in June 2006 in the Court of Common Pleas in Allegheny County, Pennsylvania, which is in the discovery phase. A liability for this contingency has not been recorded on the Condensed Consolidated Financial Statements as we do not believe that any payment is probable or reasonably estimable at this time.

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Tyco Electronics Group S.A. (Condensed Consolidating Statement of Operations Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010	Sep. 30, 2011
Tyco Electronics Group S.A.
Ownership percentage in TEGSA (as a percent)	100.00%		100.00%
Statement of Operations Detail:
Net sales	$ 3,309	$ 3,200
Cost of sales	2,326	2,179
Gross margin	983	1,021
Selling, general, and administrative expenses	398	402
Research, development, and engineering expenses	184	163
Acquisition and integration costs	4	17
Restructuring and other charges, net	19	39
Operating income	378	400
Interest income	5	5
Interest expense	(38)	(35)
Other income, net	1	12
Income from continuing operations before income taxes	346	382
Income tax expense	(92)	(113)
Income from continuing operations	254	269
Income (loss) from discontinued operations, net of income taxes	8	(3)
Net income	262	266
Less: net income attributable to noncontrolling interests	(2)	(1)
Net income attributable to TE Connectivity Ltd.	260	265
TE Connectivity Ltd.
Statement of Operations Detail:
Selling, general, and administrative expenses	16	43
Acquisition and integration costs		2
Operating income	(16)	(45)
Equity in net income of subsidiaries	270	318
Equity in net income of subsidiaries of discontinued operations	8	(3)
Intercompany interest and fees	(2)	(5)
Income from continuing operations before income taxes	260	265
Income from continuing operations	260	265
Net income	260	265
Net income attributable to TE Connectivity Ltd.	260	265
Tyco Electronics Group S.A.
Statement of Operations Detail:
Selling, general, and administrative expenses	1	1
Acquisition and integration costs	2
Operating income	(3)	(1)
Interest expense	(37)	(33)
Equity in net income of subsidiaries	294	328
Equity in net income of subsidiaries of discontinued operations	8	(3)
Intercompany interest and fees	16	24
Income from continuing operations before income taxes	278	315
Income from continuing operations	278	315
Net income	278	315
Net income attributable to TE Connectivity Ltd.	278	315
Other Subsidiaries
Statement of Operations Detail:
Net sales	3,309	3,200
Cost of sales	2,326	2,179
Gross margin	983	1,021
Selling, general, and administrative expenses	381	358
Research, development, and engineering expenses	184	163
Acquisition and integration costs	2	15
Restructuring and other charges, net	19	39
Operating income	397	446
Interest income	5	5
Interest expense	(1)	(2)
Other income, net	1	12
Intercompany interest and fees	(14)	(19)
Income from continuing operations before income taxes	388	442
Income tax expense	(92)	(113)
Income from continuing operations	296	329
Income (loss) from discontinued operations, net of income taxes	8	(3)
Net income	304	326
Less: net income attributable to noncontrolling interests	(2)	(1)
Net income attributable to TE Connectivity Ltd.	302	325
Consolidating Adjustments
Statement of Operations Detail:
Equity in net income of subsidiaries	(564)	(646)
Equity in net income of subsidiaries of discontinued operations	(16)	6
Income from continuing operations before income taxes	(580)	(640)
Income from continuing operations	(580)	(640)
Net income	(580)	(640)
Net income attributable to TE Connectivity Ltd.	$ (580)	$ (640)

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Tyco Electronics Group S.A. (Condensed Consolidating Statement of Cash Flows Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	$ 210	$ 154
Net cash used in discontinued operating activities	(3)
Net cash provided by (used in) operating activities	207	154
Cash Flows From Investing Activities:
Capital expenditures	(130)	(117)
Proceeds from sale of property, plant, and equipment	5	8
Proceeds from sale of short-term investments		37
Acquisition of business, net of cash acquired		(717)
Other	(1)	(4)
Net cash used in investing activities	(126)	(793)
Cash Flows From Financing Activities:
Net increase (decrease) in commercial paper	179	(100)
Proceeds from long-term debt		249
Proceeds from exercise of share options	12	24
Repurchase of common shares	(17)	(45)
Payment of cash distributions to shareholders	(77)	(71)
Other	(7)	(4)
Net cash provided by continuing financing activities	90	53
Net cash provided by discontinued financing activities	3
Net cash provided by financing activities	93	53
Effect of currency translation on cash	(3)	3
Net increase (decrease) in cash and cash equivalents	171	(583)
Cash and cash equivalents at beginning of period	1,219	1,990
Cash and cash equivalents at end of period	1,390	1,407
TE Connectivity Ltd.
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	(23)
Net cash provided by (used in) operating activities	(23)	(50)
Cash Flows From Investing Activities:
Change in intercompany loans	(16)
Net cash used in investing activities	(16)
Cash Flows From Financing Activities:
Changes in parent company equity	135	169
Repurchase of common shares	(17)	(45)
Payment of cash distributions to shareholders	(79)	(74)
Net cash provided by continuing financing activities	39
Net cash provided by financing activities	39	50
Tyco Electronics Group S.A.
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	(45)
Net cash provided by (used in) operating activities	(45)	(41)
Cash Flows From Investing Activities:
Change in intercompany loans	(416)	1,177
Net cash used in investing activities	(416)	1,177
Cash Flows From Financing Activities:
Changes in parent company equity	284	(1,285)
Net increase (decrease) in commercial paper	179	(100)
Proceeds from long-term debt		249
Other	(2)
Net cash provided by continuing financing activities	461
Net cash provided by financing activities	461	(1,136)
Other Subsidiaries
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	278
Net cash used in discontinued operating activities	(3)
Net cash provided by (used in) operating activities	275	245
Cash Flows From Investing Activities:
Capital expenditures	(130)	(117)
Proceeds from sale of property, plant, and equipment	5	8
Proceeds from sale of short-term investments		37
Acquisition of business, net of cash acquired		(717)
Other	(1)	(4)
Net cash used in investing activities	(126)	(793)
Cash Flows From Financing Activities:
Changes in parent company equity	(419)	1,116
Proceeds from exercise of share options	12	24
Payment of cash distributions to shareholders	2	3
Loan borrowing with parent	432	(1,177)
Other	(5)	(4)
Net cash provided by continuing financing activities	22
Net cash provided by discontinued financing activities	3
Net cash provided by financing activities	25	(38)
Effect of currency translation on cash	(3)	3
Net increase (decrease) in cash and cash equivalents	171	(583)
Cash and cash equivalents at beginning of period	1,219	1,990
Cash and cash equivalents at end of period	1,390	1,407
Consolidating Adjustments
Cash Flows From Investing Activities:
Change in intercompany loans	432	(1,177)
Net cash used in investing activities	432	(1,177)
Cash Flows From Financing Activities:
Loan borrowing with parent	(432)	1,177
Net cash provided by continuing financing activities	(432)
Net cash provided by financing activities	$ (432)	$ 1,177

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Segment Data (Details 2) (USD $) In Millions, unless otherwise specified	Dec. 30, 2011	Sep. 30, 2011
Segment Data
Assets	$ 17,523	$ 17,723
Other non-current assets	259	256
Transportation Solutions
Segment Data
Assets	3,139	3,187
Communications and Industrial Solutions
Segment Data
Assets	2,212	2,379
Network Solutions
Segment Data
Assets	1,898	1,961
Total segment assets
Segment Data
Assets	7,249	7,527
Reconciling items
Segment Data
Other current assets	2,418	2,268
Other non-current assets	$ 7,856	$ 7,928

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Financial Instruments (Tables)

3 Months Ended

Dec. 30, 2011

Financial Instruments

Summary of fair value of derivative instruments

	December 30, 2011				September 30, 2011
	Fair Value of Asset Positions(1)		Fair Value of Liability Positions(2)		Fair Value of Asset Positions(1)		Fair Value of Liability Positions(2)
	(in millions)
Derivatives designated as hedging instruments:
Foreign currency contracts(3)	$	1	$	4	$	1	$	1
Interest rate swaps and swaptions		22		22		21		21
Commodity swap contracts		5		20		13		14
Total derivatives designated as hedging instruments		28		46		35		36
Derivatives not designated as hedging instruments:
Foreign currency contracts(3)		2		28		6		10
Investment swaps		3		—		—		5
Total derivatives not designated as hedging instruments		5		28		6		15
Total derivatives	$	33	$	74	$	41	$	51

(1)

All foreign currency, commodity swap, investment swap, interest rate swap, forward starting interest rate swap, and swaption derivatives in asset positions that mature within one year of the balance sheet date are recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets, except where a right of offset against liability positions exists. Derivative instruments in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets totaled $12 million at December 30, 2011 and September 30, 2011. Interest rate swaps and foreign currency contracts in asset positions that mature more than one year from the balance sheet date are recorded in other assets on the Condensed Consolidated Balance Sheets and totaled $21 million at December 30, 2011 and September 30, 2011.

(2)

All foreign currency, commodity swap, investment swap, interest rate swap, forward starting interest rate swap, and swaption derivatives in liability positions that mature within one year of the balance sheet date are recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets, except where a right of offset against asset positions exists. Derivative instruments in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $71 million and $43 million at December 30, 2011 and September 30, 2011, respectively. Interest rate swaps and foreign currency contracts in liability positions that mature more than one year from the balance sheet date are recorded in other liabilities on the Condensed Consolidated Balance Sheets and totaled $3 million at December 30, 2011; there were no derivatives in other liabilities at September 30, 2011.

(3)

Contracts are presented gross without regard to any right of offset that exists.

Effects of derivative instruments on the Consolidated Statement of Operations

	Gain Recognized
		For the Quarters Ended
Derivatives Designated as Fair Value Hedges	Location	December 30, 2011		December 24, 2010
		(in millions)
Interest rate swaps(1)	Interest expense	$	2	$	2

(1)

Certain interest rate swaps designated as fair value hedges were terminated in December 2008. Terminated interest rate swaps resulted in all gains presented in this table. Interest rate swaps in place at December 30, 2011 had no gain or loss recognized on the Condensed Consolidated Statements of Operations during the periods.

	Gain (Loss) Recognized in OCI (Effective Portion)			Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)				Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded From Effectiveness Testing)
Derivatives Designated as Cash Flow Hedges	Amount			Location	Amount			Location	Amount
	(in millions)
For the Quarter Ended December 30, 2011:
Foreign currency contracts	$	(3	)	Cost of sales	$	—		Cost of sales	$	—
Commodity swap contracts		(4	)	Cost of sales		10		Cost of sales		—
Interest rate swaps and swaptions(1)		(1	)	Interest expense		(1	)	Interest expense		—
Total	$	(8	)		$	9			$	—
For the Quarter Ended December 24, 2010:
Foreign currency contracts	$	—		Cost of sales	$	2		Cost of sales	$	—
Commodity swap contracts		12		Cost of sales		6		Cost of sales		—
Interest rate swaps and swaptions(1)		6		Interest expense		(1	)	Interest expense		2
Total	$	18			$	7			$	2

(1)

Certain forward starting interest rate swaps designated as cash flow hedges were terminated in September 2007. Terminated forward starting interest rate swaps resulted in losses of $1 million reflected in interest expense for the quarters ended December 30, 2011 and December 24, 2010, respectively. Forward starting interest rate swaps in place at December 30, 2011 and December 24, 2010 resulted in a loss of $1 million and a gain of $6 million, respectively, in other comprehensive income related to the effective portions of the hedge during the periods. Interest rate swaptions in place at December 30, 2011 resulted in no gains or losses recorded in either other comprehensive income related to the effective portions of the hedges or interest expense as a result of amounts excluded from the hedging relationships. Interest rate swaptions in place at December 24, 2010 resulted in no gains or losses recorded in other comprehensive income related to the effective portions of the hedges and gains of $2 million in interest expense as a result of amounts excluded from the hedging relationships.

	Gain (Loss) Recognized
		For the Quarters Ended
Derivatives not Designated as Hedging Instruments	Location	December 30, 2011			December 24, 2010
		(in millions)
Foreign currency contracts	Selling, general, and administrative expenses	$	(32	)	$	—
Investment swaps	Selling, general, and administrative expenses		3			(1	)
Total		$	(29	)	$	(1	)

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Commitments and Contingencies (Details) (USD $)	3 Months Ended	12 Months Ended		3 Months Ended		1 Months Ended			3 Months Ended
	Sep. 30, 2011	Sep. 28, 2007	Dec. 30, 2011	Dec. 30, 2011 Legal Matters under Separation and Distribution Agreement	Dec. 30, 2011 Entironmental Matters	Nov. 30, 2009 State of New York Contract	Jan. 31, 2009 State of New York Contract	Sep. 30, 2005 State of New York Contract Y	Dec. 30, 2011 State of New York Contract	Feb. 28, 2009 State of New York Contract	Dec. 30, 2011 Com-Net
Loss Contingencies
Liabilities sharing percent, entity (as a percent)				31.00%
Liabilities sharing percent, Covidien (as a percent)				42.00%
Liabilities sharing percent, Tyco International (as a percent)				27.00%
Tax examination, Tyco International appealed adjustments		$ 1,000,000,000
Penalties proposed by IRS, low end of range			30,000,000
Penalties proposed by IRS, high end of range			50,000,000
Net cash payments expected to be made in the next 12 months as a result of the settlement of certain tax matters			70,000,000
Liabilities related to the audits of Tyco International's income tax returns	232,000,000		218,000,000
Payment for share in pre-separation tax deficiencies	154,000,000
Loss contingency, range of possible loss, minimum					12,000,000
Loss contingency, range of possible loss, maximum					23,000,000						80,000,000
Loss contingency, estimate of probable loss					12,000,000
Loss contingency, accrual carrying value, current					4,000,000
Loss contingency, accrual carrying value, noncurrent					8,000,000
Lease contract, period (in years)								20
Guarantee obligations, funded							50,000,000
Guarantor obligations, maximum exposure									50,000,000
Gain contingency, unrecorded amount										100,000,000
Loss contingency, claim asserted by plaintiff						275,000,000
Settlement agreement amount, gross									$ 25,000,000

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Other Income, Net

3 Months Ended

Dec. 30, 2011

Other Income, Net

Other Income, Net

16. Other Income, Net

        We recorded net other income of $1 million and $12 million in the quarters ended December 30, 2011 and December 24, 2010, respectively, primarily consisting of income pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

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Segment Data

3 Months Ended

Dec. 30, 2011

Segment Data

Segment Data

21. Segment Data

        Net sales and operating income by segment were as follows:

	Net Sales(1)				Operating Income
	For the Quarters Ended				For the Quarters Ended
	December 30, 2011		December 24, 2010		December 30, 2011		December 24, 2010
	(in millions)
Transportation Solutions	$	1,405	$	1,311	$	223	$	189
Communications and Industrial Solutions		1,075		1,223		76		181
Network Solutions		829		666		79		30
Total	$	3,309	$	3,200	$	378	$	400

(1)

Intersegment sales were not material and were recorded at selling prices that approximate market prices.

        Segment assets and a reconciliation of segment assets to total assets were as follows:

	December 30, 2011		September 30, 2011
	(in millions)
Transportation Solutions	$	3,139	$	3,187
Communications and Industrial Solutions		2,212		2,379
Network Solutions		1,898		1,961
Total segment assets(1)		7,249		7,527
Other current assets		2,418		2,268
Other non-current assets		7,856		7,928
Total assets	$	17,523	$	17,723

(1)

Segment assets are comprised of accounts receivable, inventories, and property, plant, and equipment.

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Debt (Details) (USD $)																				3 Months Ended	1 Months Ended	3 Months Ended			1 Months Ended
	Dec. 30, 2011	Sep. 30, 2011	Dec. 30, 2011 Tyco Electronics Group S.A.	Sep. 30, 2011 Tyco Electronics Group S.A.	Dec. 30, 2011 6.00% senior notes due 2012	Sep. 30, 2011 6.00% senior notes due 2012	Dec. 30, 2011 5.95% senior notes due 2014	Sep. 30, 2011 5.95% senior notes due 2014	Dec. 30, 2011 6.55% senior notes due 2017	Sep. 30, 2011 6.55% senior notes due 2017	Dec. 30, 2011 4.875% senior notes due 2021	Sep. 30, 2011 4.875% senior notes due 2021	Dec. 30, 2011 7.125% senior notes due 2037	Sep. 30, 2011 7.125% senior notes due 2037	Dec. 30, 2011 3.5% convertible subordinated notes due 2015	Sep. 30, 2011 3.5% convertible subordinated notes due 2015	Dec. 30, 2011 Other Debt	Sep. 30, 2011 Other Debt	Dec. 30, 2011 Commercial paper, at a weighted-average interest rate of 0.46%	Dec. 30, 2011 Credit Facilities Tyco Electronics Group S.A. quarter	Dec. 30, 2011 364-Day Credit Facility Tyco Electronics Group S.A. D	Dec. 30, 2011 364-Day Credit Facility Tyco Electronics Group S.A.	Dec. 30, 2011 364-Day Credit Facility Tyco Electronics Group S.A. Maximum basispoint	Dec. 30, 2011 364-Day Credit Facility Tyco Electronics Group S.A. Minimum basispoint	Jun. 30, 2011 Five-Year Credit Facility Tyco Electronics Group S.A. Y
Debt Instrument:
Total debt	$ 2,846,000,000	$ 2,669,000,000			$ 716,000,000	$ 716,000,000	$ 300,000,000	$ 300,000,000	$ 735,000,000	$ 736,000,000	$ 269,000,000	$ 269,000,000	$ 475,000,000	$ 475,000,000	$ 90,000,000	$ 90,000,000	$ 82,000,000	$ 83,000,000	$ 179,000,000
Less current maturities of long-term debt	896,000,000	1,000,000	895,000,000
Long-term debt	1,950,000,000	2,668,000,000	1,779,000,000	2,496,000,000
Debt instrument, interest rate (as a percent)					6.00%	6.00%	5.95%	5.95%	6.55%	6.55%	4.875%	4.875%	7.125%	7.125%	3.50%	3.50%
Debt instrument, weighted-average interest rate at period end (as a percent)																			0.46%
Revolving credit line, term (in days or years)																					364				5
Debt instrument description of variable rate basis																						LIBOR
Basis spread on federal funds effective rate (as a percent)																					0.50%	0.50%
Debt instrument basis spread on variable rate (as a percent)																					1.00%	1.00%
Annual facility fee, basis points (as a percent)																							0.225%	0.10%
Maximum borrowing capacity																					700,000,000	700,000,000			1,500,000,000
Number of Consecutive Fiscal Quarters																				4
Consolidated Total Debt to Consolidated EBITDA ratio, maximum																				3.5
Consolidated Total Debt to Consolidated EBITDA ratio, denominator																				1.0
Debt instrument, fair value	$ 3,148,000,000	$ 2,970,000,000

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Tyco Electronics Group S.A. (Tables)

3 Months Ended

Dec. 30, 2011

Tyco Electronics Group S.A.

Condensed Consolidating Income Statement

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For the Quarter Ended December 30, 2011

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	3,309		$	—		$	3,309
Cost of sales		—			—			2,326			—			2,326
Gross margin		—			—			983			—			983
Selling, general, and administrative expenses		16			1			381			—			398
Research, development, and engineering expenses		—			—			184			—			184
Acquisition costs		—			2			2			—			4
Restructuring and other charges, net		—			—			19			—			19
Operating income (loss)		(16	)		(3	)		397			—			378
Interest income		—			—			5			—			5
Interest expense		—			(37	)		(1	)		—			(38	)
Other income, net		—			—			1			—			1
Equity in net income of subsidiaries		270			294			—			(564	)		—
Equity in net income of subsidiaries of discontinued operations		8			8			—			(16	)
Intercompany interest and fees		(2	)		16			(14	)		—			—
Income from continuing operations before income taxes		260			278			388			(580	)		346
Income tax expense		—			—			(92	)		—			(92	)
Income from continuing operations		260			278			296			(580	)		254
Income from discontinued operations, net of income taxes		—			—			8			—			8
Net income		260			278			304			(580	)		262
Less: net income attributable to noncontrolling interests		—			—			(2	)		—			(2	)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$	260		$	278		$	302		$	(580	)	$	260

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For the Quarter Ended December 24, 2010

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	3,200		$	—		$	3,200
Cost of sales		—			—			2,179			—			2,179
Gross margin		—			—			1,021			—			1,021
Selling, general, and administrative expenses		43			1			358			—			402
Research, development, and engineering expenses		—			—			163			—			163
Acquisition and integration costs		2			—			15			—			17
Restructuring and other charges, net		—			—			39			—			39
Operating income (loss)		(45	)		(1	)		446			—			400
Interest income		—			—			5			—			5
Interest expense		—			(33	)		(2	)		—			(35	)
Other income, net		—			—			12			—			12
Equity in net income of subsidiaries		318			328			—			(646	)		—
Equity in net loss of subsidiaries of discontinued operations		(3	)		(3	)		—			6			—
Intercompany interest and fees		(5	)		24			(19	)		—			—
Income from continuing operations before income taxes		265			315			442			(640	)		382
Income tax expense		—			—			(113	)		—			(113	)
Income from continuing operations		265			315			329			(640	)		269
Loss from discontinued operations, net of income taxes		—			—			(3	)		—			(3	)
Net income		265			315			326			(640	)		266
Less: net income attributable to noncontrolling interests		—			—			(1	)		—			(1	)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group, S.A., or Other Subsidiaries	$	265		$	315		$	325		$	(640	)	$	265

Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
As of December 30, 2011

	TE Connectivity Ltd.		Tyco Electronics Group S.A.		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,390	$	—		$	1,390
Accounts receivable, net		2		—		2,239		—			2,241
Inventories		—		—		1,918		—			1,918
Intercompany receivables		24		—		31		(55	)		—
Prepaid expenses and other current assets		1		6		618		—			625
Deferred income taxes		—		—		403		—			403
Total current assets		27		6		6,599		(55	)		6,577
Property, plant, and equipment, net		—		—		3,090		—			3,090
Goodwill		—		—		3,569		—			3,569
Intangible assets, net		—		—		638		—			638
Deferred income taxes		—		—		2,322		—			2,322
Investment in subsidiaries		7,676		13,379		—		(21,055	)		—
Intercompany loans receivable		9		2,297		5,305		(7,611	)		—
Receivable from Tyco International Ltd. and Covidien plc		—		—		1,068		—			1,068
Other assets		—		33		226		—			259
Total Assets	$	7,712	$	15,715	$	22,817	$	(28,721	)	$	17,523
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	895	$	1	$	—		$	896
Accounts payable		2		—		1,391		—			1,393
Accrued and other current liabilities		81		67		1,286		—			1,434
Deferred revenue		—		—		97		—			97
Intercompany payables		31		—		24		(55	)		—
Total current liabilities		114		962		2,799		(55	)		3,820
Long-term debt		—		1,779		171		—			1,950
Intercompany loans payable		8		5,298		2,305		(7,611	)		—
Long-term pension and postretirement liabilities		—		—		1,174		—			1,174
Deferred income taxes		—		—		333		—			333
Income taxes		—		—		2,139		—			2,139
Other liabilities		—		—		517		—			517
Total Liabilities		122		8,039		9,438		(7,666	)		9,933
Total Equity		7,590		7,676		13,379		(21,055	)		7,590
Total Liabilities and Equity	$	7,712	$	15,715	$	22,817	$	(28,721	)	$	17,523

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
As of September 30, 2011

	TE Connectivity Ltd.		Tyco Electronics Group S.A.		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,219	$	—		$	1,219
Accounts receivable, net		2		—		2,423		—			2,425
Inventories		—		—		1,939		—			1,939
Intercompany receivables		17		—		28		(45	)		—
Prepaid expenses and other current assets		2		4		640		—			646
Deferred income taxes		—		—		403		—			403
Total current assets		21		4		6,652		(45	)		6,632
Property, plant, and equipment, net		—		—		3,163		—			3,163
Goodwill		—		—		3,586		—			3,586
Intangible assets, net		—		—		655		—			655
Deferred income taxes		—		—		2,365		—			2,365
Investment in subsidiaries		7,687		13,650		—		(21,337	)		—
Intercompany loans receivable		—		2,416		5,848		(8,264	)		—
Receivable from Tyco International Ltd. and Covidien plc		—		—		1,066		—			1,066
Other assets		—		34		222		—			256
Total Assets	$	7,708	$	16,104	$	23,557	$	(29,646	)	$	17,723
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	—	$	1	$	—		$	1
Accounts payable		1		—		1,482		—			1,483
Accrued and other current liabilities		180		88		1,504		—			1,772
Deferred revenue		—		—		145		—			145
Intercompany payables		28		—		17		(45	)		—
Total current liabilities		209		88		3,149		(45	)		3,401
Long-term debt		—		2,496		172		—			2,668
Intercompany loans payable		15		5,833		2,416		(8,264	)		—
Long-term pension and postretirement liabilities		—		—		1,204		—			1,204
Deferred income taxes		—		—		333		—			333
Income taxes		—		—		2,122		—			2,122
Other liabilities		—		—		511		—			511
Total Liabilities		224		8,417		9,907		(8,309	)		10,239
Total Equity		7,484		7,687		13,650		(21,337	)		7,484
Total Liabilities and Equity	$	7,708	$	16,104	$	23,557	$	(29,646	)	$	17,723

Condensed Consolidating Cash Flows Statement

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
For the Quarter Ended December 30, 2011

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	$	(23	)	$	(45	)	$	278		$	—		$	210
Net cash used in discontinued operating activities		—			—			(3	)		—			(3	)
Net cash provided by (used in) operating activities		(23	)		(45	)		275			—			207
Cash Flows From Investing Activities:
Capital expenditures		—			—			(130	)		—			(130	)
Proceeds from sale of property, plant, and equipment		—			—			5			—			5
Change in intercompany loans		(16	)		(416	)		—			432			—
Other		—			—			(1	)		—			(1	)
Net cash used in investing activities		(16	)		(416	)		(126	)		432			(126	)
Cash Flows From Financing Activities:
Changes in parent company equity(1)		135			284			(419	)		—			—
Increase in commercial paper		—			179			—			—			179
Proceeds from exercise of share options		—			—			12			—			12
Repurchase of common shares		(17	)		—			—			—			(17	)
Payment of common share dividends		(79	)		—			2			—			(77	)
Loan borrowing with parent		—			—			432			(432	)		—
Other		—			(2	)		(5	)		—			(7	)
Net cash provided by continuing financing activities		39			461			22			(432	)		90
Net cash provided by discontinued financing activities		—			—			3			—			3
Net cash provided by financing activities		39			461			25			(432	)		93
Effect of currency translation on cash		—			—			(3	)		—			(3	)
Net increase in cash and cash equivalents		—			—			171			—			171
Cash and cash equivalents at beginning of period		—			—			1,219			—			1,219
Cash and cash equivalents at end of period	$	—		$	—		$	1,390		$	—		$	1,390

(1)

Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
For the Quarter Ended December 24, 2010

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(50	)	$	(41	)	$	245		$	—		$	154
Cash Flows From Investing Activities:
Capital expenditures		—			—			(117	)		—			(117	)
Proceeds from sale of property, plant, and equipment		—			—			8			—			8
Proceeds from sale of short-term investments		—			—			37			—			37
Acquisition of business, net of cash acquired		—			—			(717	)		—			(717	)
Change in intercompany loans		—			1,177			—			(1,177	)		—
Other		—			—			(4	)		—			(4	)
Net cash provided by (used in) investing activities		—			1,177			(793	)		(1,177	)		(793	)
Cash Flows From Financing Activities:
Changes in parent company equity(1)		169			(1,285	)		1,116			—			—
Decrease in commercial paper		—			(100	)		—			—			(100	)
Proceeds from long-term debt		—			249			—			—			249
Proceeds from exercise of share options		—			—			24			—			24
Repurchase of common shares		(45	)		—			—			—			(45	)
Payment of cash distributions to shareholders		(74	)		—			3			—			(71	)
Loan borrowing with parent		—			—			(1,177	)		1,177			—
Other		—			—			(4	)		—			(4	)
Net cash provided by (used in) financing activities		50			(1,136	)		(38	)		1,177			53
Effect of currency translation on cash		—			—			3			—			3
Net decrease in cash and cash equivalents		—			—			(583	)		—			(583	)
Cash and cash equivalents at beginning of period		—			—			1,990			—			1,990
Cash and cash equivalents at end of period	$	—		$	—		$	1,407		$	—		$	1,407

(1)

Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
Cash Flows From Operating Activities:
Net income	$ 262	$ 266
(Income) loss from discontinued operations, net of income taxes	(8)	3
Income from continuing operations	254	269
Adjustments to reconcile net cash provided by operating activities:
Depreciation and amortization	143	133
Deferred income taxes	52	105
Provision for losses on accounts receivable and inventories	27	6
Share-based compensation expense	18	22
Other	(9)	(12)
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net	88	7
Inventories	(83)	(106)
Prepaid expenses and other current assets	18	43
Accounts payable	(44)	4
Accrued and other current liabilities	(211)	(345)
Income taxes	(13)
Deferred revenue	(46)	(12)
Long-term pension and postretirement liabilities	7	22
Other	9	18
Net cash provided by continuing operating activities	210	154
Net cash used in discontinued operating activities	(3)
Net cash provided by operating activities	207	154
Cash Flows From Investing Activities:
Capital expenditures	(130)	(117)
Proceeds from sale of property, plant, and equipment	5	8
Proceeds from sale of short-term investments		37
Acquisition of business, net of cash acquired		(717)
Other	(1)	(4)
Net cash used in investing activities	(126)	(793)
Cash Flows From Financing Activities:
Net increase (decrease) in commercial paper	179	(100)
Proceeds from long-term debt		249
Proceeds from exercise of share options	12	24
Repurchase of common shares	(17)	(45)
Payment of common share dividends and cash distributions to shareholders	(77)	(71)
Other	(7)	(4)
Net cash provided by continuing financing activities	90	53
Net cash provided by discontinued financing activities	3
Net cash provided by financing activities	93	53
Effect of currency translation on cash	(3)	3
Net increase (decrease) in cash and cash equivalents	171	(583)
Cash and cash equivalents at beginning of period	1,219	1,990
Cash and cash equivalents at end of period	$ 1,390	$ 1,407

XML

Discontinued Operations

3 Months Ended

Dec. 30, 2011

Discontinued Operations

Discontinued Operations

5. Discontinued Operations

        The following table presents pre-tax gain (loss) on sale and income tax (expense) benefit from discontinued operations:

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Pre-tax income from discontinued operations	$	13		$	—
Pre-tax loss on sale of discontinued operations		—			(4	)
Income tax (expense) benefit		(5	)		1
Income (loss) from discontinued operations, net of income taxes	$	8		$	(3	)

        In the first quarter of fiscal 2012, we recorded a $21 million partial recovery of a prior loss, net of legal fees, to pre-tax income from discontinued operations in connection with a favorable judgment related to our former Wireless Systems business's State of New York contract. See Note 11 for additional information regarding the State of New York contract. Pre-tax income from discontinued operations in the first quarter of fiscal 2012 also included a $5 million charge related to an unfavorable judgment associated with a holdback of purchase price of a previously acquired business which was subsequently divested in connection with the sale of our Radio Frequency Components and Subsystem business in fiscal 2008.

XML

Earnings Per Share (Details) In Millions, unless otherwise specified	3 Months Ended
	Dec. 30, 2011	Dec. 24, 2010
Weighted average shares outstanding:
Basic	425	444
Dilutive share options and restricted share awards	4	5
Diluted	429	449
Stock options
Antidilutive shares excluded from computation of earnings per share
Antidilutive shares excluded from computation of earnings per share	16	18

XML

Tyco Electronics Group S.A.

3 Months Ended

Dec. 30, 2011

Tyco Electronics Group S.A.

Tyco Electronics Group S.A.

22. Tyco Electronics Group S.A.

        TEGSA, a Luxembourg company and our 100%-owned subsidiary, is a holding company that owns, directly or indirectly, all of our operating subsidiaries. TEGSA is the obligor under our senior notes, commercial paper, and Credit Facilities, which are fully and unconditionally guaranteed by its parent, TE Connectivity Ltd. The following tables present condensed consolidating financial information for TE Connectivity Ltd., TEGSA, and all other subsidiaries that are not providing a guarantee of debt but which represent assets of TEGSA, using the equity method of accounting.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For the Quarter Ended December 30, 2011

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	3,309		$	—		$	3,309
Cost of sales		—			—			2,326			—			2,326
Gross margin		—			—			983			—			983
Selling, general, and administrative expenses		16			1			381			—			398
Research, development, and engineering expenses		—			—			184			—			184
Acquisition costs		—			2			2			—			4
Restructuring and other charges, net		—			—			19			—			19
Operating income (loss)		(16	)		(3	)		397			—			378
Interest income		—			—			5			—			5
Interest expense		—			(37	)		(1	)		—			(38	)
Other income, net		—			—			1			—			1
Equity in net income of subsidiaries		270			294			—			(564	)		—
Equity in net income of subsidiaries of discontinued operations		8			8			—			(16	)
Intercompany interest and fees		(2	)		16			(14	)		—			—
Income from continuing operations before income taxes		260			278			388			(580	)		346
Income tax expense		—			—			(92	)		—			(92	)
Income from continuing operations		260			278			296			(580	)		254
Income from discontinued operations, net of income taxes		—			—			8			—			8
Net income		260			278			304			(580	)		262
Less: net income attributable to noncontrolling interests		—			—			(2	)		—			(2	)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$	260		$	278		$	302		$	(580	)	$	260

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For the Quarter Ended December 24, 2010

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	3,200		$	—		$	3,200
Cost of sales		—			—			2,179			—			2,179
Gross margin		—			—			1,021			—			1,021
Selling, general, and administrative expenses		43			1			358			—			402
Research, development, and engineering expenses		—			—			163			—			163
Acquisition and integration costs		2			—			15			—			17
Restructuring and other charges, net		—			—			39			—			39
Operating income (loss)		(45	)		(1	)		446			—			400
Interest income		—			—			5			—			5
Interest expense		—			(33	)		(2	)		—			(35	)
Other income, net		—			—			12			—			12
Equity in net income of subsidiaries		318			328			—			(646	)		—
Equity in net loss of subsidiaries of discontinued operations		(3	)		(3	)		—			6			—
Intercompany interest and fees		(5	)		24			(19	)		—			—
Income from continuing operations before income taxes		265			315			442			(640	)		382
Income tax expense		—			—			(113	)		—			(113	)
Income from continuing operations		265			315			329			(640	)		269
Loss from discontinued operations, net of income taxes		—			—			(3	)		—			(3	)
Net income		265			315			326			(640	)		266
Less: net income attributable to noncontrolling interests		—			—			(1	)		—			(1	)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group, S.A., or Other Subsidiaries	$	265		$	315		$	325		$	(640	)	$	265

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
As of December 30, 2011

	TE Connectivity Ltd.		Tyco Electronics Group S.A.		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,390	$	—		$	1,390
Accounts receivable, net		2		—		2,239		—			2,241
Inventories		—		—		1,918		—			1,918
Intercompany receivables		24		—		31		(55	)		—
Prepaid expenses and other current assets		1		6		618		—			625
Deferred income taxes		—		—		403		—			403
Total current assets		27		6		6,599		(55	)		6,577
Property, plant, and equipment, net		—		—		3,090		—			3,090
Goodwill		—		—		3,569		—			3,569
Intangible assets, net		—		—		638		—			638
Deferred income taxes		—		—		2,322		—			2,322
Investment in subsidiaries		7,676		13,379		—		(21,055	)		—
Intercompany loans receivable		9		2,297		5,305		(7,611	)		—
Receivable from Tyco International Ltd. and Covidien plc		—		—		1,068		—			1,068
Other assets		—		33		226		—			259
Total Assets	$	7,712	$	15,715	$	22,817	$	(28,721	)	$	17,523
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	895	$	1	$	—		$	896
Accounts payable		2		—		1,391		—			1,393
Accrued and other current liabilities		81		67		1,286		—			1,434
Deferred revenue		—		—		97		—			97
Intercompany payables		31		—		24		(55	)		—
Total current liabilities		114		962		2,799		(55	)		3,820
Long-term debt		—		1,779		171		—			1,950
Intercompany loans payable		8		5,298		2,305		(7,611	)		—
Long-term pension and postretirement liabilities		—		—		1,174		—			1,174
Deferred income taxes		—		—		333		—			333
Income taxes		—		—		2,139		—			2,139
Other liabilities		—		—		517		—			517
Total Liabilities		122		8,039		9,438		(7,666	)		9,933
Total Equity		7,590		7,676		13,379		(21,055	)		7,590
Total Liabilities and Equity	$	7,712	$	15,715	$	22,817	$	(28,721	)	$	17,523

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
As of September 30, 2011

	TE Connectivity Ltd.		Tyco Electronics Group S.A.		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,219	$	—		$	1,219
Accounts receivable, net		2		—		2,423		—			2,425
Inventories		—		—		1,939		—			1,939
Intercompany receivables		17		—		28		(45	)		—
Prepaid expenses and other current assets		2		4		640		—			646
Deferred income taxes		—		—		403		—			403
Total current assets		21		4		6,652		(45	)		6,632
Property, plant, and equipment, net		—		—		3,163		—			3,163
Goodwill		—		—		3,586		—			3,586
Intangible assets, net		—		—		655		—			655
Deferred income taxes		—		—		2,365		—			2,365
Investment in subsidiaries		7,687		13,650		—		(21,337	)		—
Intercompany loans receivable		—		2,416		5,848		(8,264	)		—
Receivable from Tyco International Ltd. and Covidien plc		—		—		1,066		—			1,066
Other assets		—		34		222		—			256
Total Assets	$	7,708	$	16,104	$	23,557	$	(29,646	)	$	17,723
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	—	$	1	$	—		$	1
Accounts payable		1		—		1,482		—			1,483
Accrued and other current liabilities		180		88		1,504		—			1,772
Deferred revenue		—		—		145		—			145
Intercompany payables		28		—		17		(45	)		—
Total current liabilities		209		88		3,149		(45	)		3,401
Long-term debt		—		2,496		172		—			2,668
Intercompany loans payable		15		5,833		2,416		(8,264	)		—
Long-term pension and postretirement liabilities		—		—		1,204		—			1,204
Deferred income taxes		—		—		333		—			333
Income taxes		—		—		2,122		—			2,122
Other liabilities		—		—		511		—			511
Total Liabilities		224		8,417		9,907		(8,309	)		10,239
Total Equity		7,484		7,687		13,650		(21,337	)		7,484
Total Liabilities and Equity	$	7,708	$	16,104	$	23,557	$	(29,646	)	$	17,723

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
For the Quarter Ended December 30, 2011

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	$	(23	)	$	(45	)	$	278		$	—		$	210
Net cash used in discontinued operating activities		—			—			(3	)		—			(3	)
Net cash provided by (used in) operating activities		(23	)		(45	)		275			—			207
Cash Flows From Investing Activities:
Capital expenditures		—			—			(130	)		—			(130	)
Proceeds from sale of property, plant, and equipment		—			—			5			—			5
Change in intercompany loans		(16	)		(416	)		—			432			—
Other		—			—			(1	)		—			(1	)
Net cash used in investing activities		(16	)		(416	)		(126	)		432			(126	)
Cash Flows From Financing Activities:
Changes in parent company equity(1)		135			284			(419	)		—			—
Increase in commercial paper		—			179			—			—			179
Proceeds from exercise of share options		—			—			12			—			12
Repurchase of common shares		(17	)		—			—			—			(17	)
Payment of common share dividends		(79	)		—			2			—			(77	)
Loan borrowing with parent		—			—			432			(432	)		—
Other		—			(2	)		(5	)		—			(7	)
Net cash provided by continuing financing activities		39			461			22			(432	)		90
Net cash provided by discontinued financing activities		—			—			3			—			3
Net cash provided by financing activities		39			461			25			(432	)		93
Effect of currency translation on cash		—			—			(3	)		—			(3	)
Net increase in cash and cash equivalents		—			—			171			—			171
Cash and cash equivalents at beginning of period		—			—			1,219			—			1,219
Cash and cash equivalents at end of period	$	—		$	—		$	1,390		$	—		$	1,390

(1)

Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
For the Quarter Ended December 24, 2010

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(50	)	$	(41	)	$	245		$	—		$	154
Cash Flows From Investing Activities:
Capital expenditures		—			—			(117	)		—			(117	)
Proceeds from sale of property, plant, and equipment		—			—			8			—			8
Proceeds from sale of short-term investments		—			—			37			—			37
Acquisition of business, net of cash acquired		—			—			(717	)		—			(717	)
Change in intercompany loans		—			1,177			—			(1,177	)		—
Other		—			—			(4	)		—			(4	)
Net cash provided by (used in) investing activities		—			1,177			(793	)		(1,177	)		(793	)
Cash Flows From Financing Activities:
Changes in parent company equity(1)		169			(1,285	)		1,116			—			—
Decrease in commercial paper		—			(100	)		—			—			(100	)
Proceeds from long-term debt		—			249			—			—			249
Proceeds from exercise of share options		—			—			24			—			24
Repurchase of common shares		(45	)		—			—			—			(45	)
Payment of cash distributions to shareholders		(74	)		—			3			—			(71	)
Loan borrowing with parent		—			—			(1,177	)		1,177			—
Other		—			—			(4	)		—			(4	)
Net cash provided by (used in) financing activities		50			(1,136	)		(38	)		1,177			53
Effect of currency translation on cash		—			—			3			—			3
Net decrease in cash and cash equivalents		—			—			(583	)		—			(583	)
Cash and cash equivalents at beginning of period		—			—			1,990			—			1,990
Cash and cash equivalents at end of period	$	—		$	—		$	1,407		$	—		$	1,407

(1)

Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

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Comprehensive Income (Tables)

3 Months Ended

Dec. 30, 2011

Comprehensive Income.

Comprehensive income (loss)

	For the Quarters Ended
	December 30, 2011			December 24, 2010
	(in millions)
Net income	$	262		$	266
Currency translation(1)		(173	)		(29	)
Gain (loss) on cash flow hedges, net of income taxes		(15	)		11
Effects of unrecognized pension and postretirement benefit costs, net of income taxes		10			12
		84			260
Less: comprehensive income attributable to noncontrolling interests		(2	)		(1	)
Comprehensive income attributable to TE Connectivity Ltd.	$	82		$	259

(1)

Includes hedges of net investment foreign exchange gains or losses which offset foreign exchange gains or losses attributable to the translation of the net investments.

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Income Taxes

3 Months Ended

Dec. 30, 2011

Income Taxes

Income Taxes

15. Income Taxes

        We recorded a tax provision of $92 million, for an effective income tax rate of 26.6%, and a tax provision of $113 million, for an effective income tax rate of 29.6%, for the quarters ended December 30, 2011 and December 24, 2010, respectively. The effective income tax rate for the quarter ended December 30, 2011 reflects tax benefits recognized in connection with expected increased profitability in fiscal 2012 in certain entities operating in lower tax rate jurisdictions. These benefits were partially offset by accruals of interest related to uncertain tax positions and income tax expense associated with certain non-U.S. tax rate changes enacted in the quarter. The effective income tax rate for the quarter ended December 24, 2010 reflects tax benefits recognized in connection with expected increased profitability in fiscal 2011 in certain entities operating in lower tax rate jurisdictions. These benefits were partially offset by accruals of interest related to uncertain tax positions and the impacts of acquisition and integration costs and restructuring charges related to the acquisition of ADC for which a tax benefit was not recognized.

        We record accrued interest as well as penalties related to uncertain tax positions as part of the provision for income taxes. As of December 30, 2011, we had recorded $1,305 million of accrued interest and penalties related to uncertain tax positions on the Condensed Consolidated Balance Sheet, of which $1,176 million was recorded in income taxes and $129 million was recorded in accrued and other current liabilities. During the quarter ended December 30, 2011, we recognized $22 million of expense related to interest and penalties on the Condensed Consolidated Statements of Operations. As of September 30, 2011, the balance of accrued interest and penalties was $1,287 million, of which $1,154 million was recorded in income taxes and $133 million was recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheet.

        During fiscal 2007, the IRS concluded its field examination of certain of Tyco International's U.S. federal income tax returns for the years 1997 through 2000. Tyco International is in the process of appealing certain tax adjustments proposed by the IRS related to this period. During fiscal 2011, the IRS completed its field examination of certain Tyco International income tax returns for the years 2001 through 2004 and issued Revenue Agent Reports which reflect the IRS' determination of proposed tax adjustments for the 2001 through 2004 period. Also, during fiscal 2011, the IRS commenced its audit of certain Tyco International income tax returns for the years 2005 through 2007. During the first quarter of fiscal 2012, the IRS indicated that it would begin the audit of our income tax returns for the years 2008 through 2010 in fiscal 2012. See Note 11 for additional information regarding the status of IRS examinations.

        Although it is difficult to predict the timing or results of certain pending examinations, it is our understanding that Tyco International continues to make progress towards resolving a substantial number of proposed tax adjustments for the years 1997 through 2000; however, several significant matters remain in dispute. The remaining issues in dispute involve the tax treatment of certain intercompany debt transactions. Tyco International has indicated that it is unlikely to achieve the resolution of these contested adjustments through the IRS appeals process, and therefore may be required to litigate the disputed issues. For those issues not remaining in dispute, it is likely that Tyco International will settle with the IRS and pay any related deficiencies within the next twelve months. While the ultimate resolution is uncertain, based upon the current status of these examinations, we estimate that up to approximately $200 million of unrecognized tax benefits, excluding the impacts relating to accrued interest and penalties, could be resolved within the next twelve months.

        We are not aware of any other matters that would result in significant changes to the amount of unrecognized tax benefits reflected on the Condensed Consolidated Balance Sheet as of December 30, 2011.