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 March 29, 2013
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 April 22, 2013 was 415,427,375.

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 and Six Months Ended March 29, 2013 and March 30, 2012 (Unaudited)	1
	Condensed Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended March 29, 2013 and March 30, 2012 (Unaudited)	2
	Condensed Consolidated Balance Sheets as of March 29, 2013 and September 28, 2012 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 29, 2013 and March 30, 2012 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	53
Part II.	Other Information
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 6.	Exhibits	55
Signatures		56

PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions, except per share data)
Net sales	$3,265	$3,249	$6,399	$6,419
Cost of sales	2,213	2,228	4,358	4,455
Gross margin	1,052	1,021	2,041	1,964
Selling, general, and administrative expenses	438	427	866	810
Research, development, and engineering expenses	171	173	342	350
Acquisition and integration costs	3	4	8	8
Restructuring and other charges, net	81	32	173	50
Operating income	359	385	652	746
Interest income	5	7	9	12
Interest expense	(35)	(44)	(72)	(83)
Other income (expense), net	9	11	(217)	12
Income from continuing operations before income taxes	338	359	372	687
Income tax (expense) benefit	(60)	(91)	185	(179)
Income from continuing operations	278	268	557	508
Income (loss) from discontinued operations, net of income taxes	(1)	(10)	(3)	12
Net income	277	258	554	520
Less: net income attributable to noncontrolling interests	—	(1)	—	(3)
Net income attributable to TE Connectivity Ltd.	$277	$257	$554	$517
Amounts attributable to TE Connectivity Ltd.:
Income from continuing operations	$278	$267	$557	$505
Income (loss) from discontinued operations	(1)	(10)	(3)	12
Net income	$277	$257	$554	$517
Basic earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations	$0.66	$0.63	$1.32	$1.19
Income (loss) from discontinued operations	—	(0.03)	(0.01)	0.02
Net income	0.66	0.60	1.32	1.21
Diluted earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations	$0.66	$0.62	$1.31	$1.17
Income (loss) from discontinued operations	—	(0.02)	(0.01)	0.03
Net income	0.65	0.60	1.30	1.20
Dividends and cash distributions paid per common share of TE Connectivity Ltd.	$0.21	$0.18	$0.42	$0.36
Weighted-average number of shares outstanding:
Basic	420	427	421	426
Diluted	424	431	425	430

See Notes to Condensed Consolidated Financial Statements.

1

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Net income	$277	$258	$554	$520
Other comprehensive income (loss):
Currency translation	(122)	114	(93)	(59)
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes	11	11	23	21
Gain (loss) on cash flow hedges, net of income taxes	(11)	14	(25)	(1)
Other comprehensive income (loss)	(122)	139	(95)	(39)
Comprehensive income	155	397	459	481
Less: comprehensive income attributable to noncontrolling interests	—	(1)	—	(3)
Comprehensive income attributable to TE Connectivity Ltd.	$155	$396	$459	$478

See Notes to Condensed Consolidated Financial Statements.

2

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 29, 2013	September 28, 2012
	(in millions, except share data)
Assets
Current Assets:
Cash and cash equivalents	$1,073	$1,589
Accounts receivable, net of allowance for doubtful accounts of $48 and $41, respectively	2,214	2,343
Inventories	1,803	1,808
Prepaid expenses and other current assets	486	474
Deferred income taxes	288	289
Total current assets	5,864	6,503
Property, plant, and equipment, net	3,114	3,213
Goodwill	4,279	4,308
Intangible assets, net	1,291	1,352
Deferred income taxes	2,339	2,460
Receivable from Tyco International Ltd. and Covidien plc	963	1,180
Other assets	290	290
Total Assets	$18,140	$19,306
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$715	$1,015
Accounts payable	1,348	1,292
Accrued and other current liabilities	1,732	1,576
Deferred revenue	106	121
Total current liabilities	3,901	4,004
Long-term debt	2,315	2,696
Long-term pension and postretirement liabilities	1,312	1,353
Deferred income taxes	448	448
Income taxes	1,899	2,311
Other liabilities	532	517
Total Liabilities	10,407	11,329
Commitments and contingencies (Note 9)
Equity:
TE Connectivity Ltd. Shareholders' Equity:
Common shares, 439,092,124 shares authorized and issued, CHF 0.57 and CHF 0.97 par value, respectively	193	193
Contributed surplus	6,416	6,837
Accumulated earnings	1,750	1,196
Treasury shares, at cost, 22,310,014 and 16,408,049 shares, respectively	(766)	(484)
Accumulated other comprehensive income	134	229
Total TE Connectivity Ltd. shareholders' equity	7,727	7,971
Noncontrolling interests	6	6
Total Equity	7,733	7,977
Total Liabilities and Equity	$18,140	$19,306

See Notes to Condensed Consolidated Financial Statements.

3

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended
	March 29, 2013	March 30, 2012
	(in millions)
Cash Flows From Operating Activities:
Net income	$554	$520
(Income) loss from discontinued operations, net of income taxes	3	(12)
Income from continuing operations	557	508
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Tax sharing (income) expense	216	(13)
Depreciation and amortization	310	279
Deferred income taxes	93	78
Provision for losses on accounts receivable and inventories	39	35
Share-based compensation expense	40	35
Other	34	(2)
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net	49	(16)
Inventories	(74)	(9)
Inventoried costs on long-term contracts	6	(5)
Prepaid expenses and other current assets	(36)	101
Accounts payable	107	(46)
Accrued and other current liabilities	(52)	(188)
Income taxes	(451)	(67)
Deferred revenue	(15)	(44)
Long-term pension and postretirement liabilities	9	20
Other	7	10
Net cash provided by continuing operating activities	839	676
Net cash provided by (used in) discontinued operating activities	(2)	53
Net cash provided by operating activities	837	729
Cash Flows From Investing Activities:
Capital expenditures	(253)	(270)
Proceeds from sale of property, plant, and equipment	4	7
Other	17	(7)
Net cash used in continuing investing activities	(232)	(270)
Net cash used in discontinued investing activities	—	(1)
Net cash used in investing activities	(232)	(271)
Cash Flows From Financing Activities:
Net increase in commercial paper	50	569
Proceeds from long-term debt	—	748
Repayment of long-term debt	(714)	—
Proceeds from exercise of share options	86	48
Repurchase of common shares	(365)	(17)
Payment of common share dividends and cash distributions to shareholders	(177)	(153)
Other	(2)	40
Net cash provided by (used in) continuing financing activities	(1,122)	1,235
Net cash provided by (used in) discontinued financing activities	2	(52)
Net cash provided by (used in) financing activities	(1,120)	1,183
Effect of currency translation on cash	(1)	7
Net increase (decrease) in cash and cash equivalents	(516)	1,648
Cash and cash equivalents at beginning of period	1,589	1,218
Cash and cash equivalents at end of period	$1,073	$2,866

See Notes to Condensed Consolidated Financial Statements.

4

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. 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") and the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended. 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 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 28, 2012.

              Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2013 and fiscal 2012 are to our fiscal years ending September 27, 2013 and September 28, 2012, respectively.

Segment Structure

              Effective for the first quarter of fiscal 2013, we reorganized our management and segments to better align the organization around our strategy. We expect the realignment to enable us to better meet our customers' needs and optimize our efficiency. The following represents our current segment structure:

•

Transportation Solutions—this segment consists of our Automotive business;

•

Network Solutions—the Telecom Networks, Data Communications, Enterprise Networks, and Subsea Communications businesses are presented in this segment;

•

Industrial Solutions—this segment contains our Industrial, Aerospace, Defense, and Marine, and Energy businesses; and

•

Consumer Solutions—our Consumer Devices and Appliance businesses are encompassed in this segment.

Reclassifications

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

2. Restructuring and Other Charges, Net

              Restructuring and other charges consisted of the following:

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Restructuring charges, net	$86	$32	$178	$50
Gain on divestiture	(5)	—	(5)	—
	$81	$32	$173	$50

5

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

2. Restructuring and Other Charges, Net (Continued)

Restructuring Charges, Net

              Charges to operations by segment were as follows:

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Transportation Solutions	$18	$—	$28	$1
Network Solutions	31	24	55	30
Industrial Solutions	21	1	33	9
Consumer Solutions	16	7	62	10
Restructuring charges, net	$86	$32	$178	$50

              Activity in our restructuring reserves during the first six months of fiscal 2013 is summarized as follows:

	Balance at September 28, 2012	Charges	Changes in Estimate	Cash Payments	Non-Cash Items	Currency Translation	Balance at March 29, 2013
	(in millions)
Fiscal 2013 Actions:
Employee severance	$—	$171	$—	$(26)	$—	$(2)	$143
Facility and other exit costs	—	2	—	(1)	—	—	1
Property, plant, and equipment	—	23	—	—	(23)	—	—
Total	—	196	—	(27)	(23)	(2)	144
Fiscal 2012 Actions:
Employee severance	79	1	(7)	(28)	—	—	45
Facility and other exit costs	2	1	—	(1)	—	—	2
Property, plant, and equipment	—	2	—	—	(2)	—	—
Total	81	4	(7)	(29)	(2)	—	47
Pre-Fiscal 2012 Actions:
Employee severance	51	—	(15)	(12)	—	2	26
Facility and other exit costs	29	1	(1)	(4)	—	(1)	24
Total	80	1	(16)	(16)	—	1	50
Total Activity	$161	$201	$(23)	$(72)	$(25)	$(1)	$241

Fiscal 2013 Actions

              During fiscal 2013, we initiated a restructuring program associated with headcount reductions and manufacturing site closures impacting all segments. In connection with this program, during the six months ended March 29, 2013, we recorded restructuring charges of $196 million primarily related to employee severance and benefits and fixed assets in connection with exited manufacturing sites' product lines. We expect to complete all restructuring activities commenced in fiscal 2013 by the end of fiscal 2014 and to incur total charges of approximately $232 million. Cash spending related to this program was $27 million in the first six months of fiscal 2013.

6

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

2. Restructuring and Other Charges, Net (Continued)

              The following table summarizes expected, incurred, and remaining charges for the fiscal 2013 program by type:

	Total Expected Charges	Charges Incurred For the Six Months Ended March 29, 2013	Remaining Expected Charges
	(in millions)
Employee severance	$176	$171	$5
Facility and other exit costs	8	2	6
Property, plant, and equipment	48	23	25
Total	$232	$196	$36

              The following table summarizes expected, incurred, and remaining charges for the fiscal 2013 program by segment:

	Total Expected Charges	Charges Incurred For the Six Months Ended March 29, 2013	Remaining Expected Charges
	(in millions)
Transportation Solutions	$31	$28	$3
Network Solutions	64	61	3
Industrial Solutions	47	40	7
Consumer Solutions	90	67	23
Total	$232	$196	$36

Fiscal 2012 Actions

              During fiscal 2012, we initiated a restructuring program resulting in headcount reductions across all segments. Also, we initiated a restructuring program in the Transportation Solutions and Industrial Solutions segments associated with the acquisition of Deutsch Group SAS ("Deutsch"). During the six months ended March 29, 2013 and March 30, 2012, we recorded net restructuring credits of $3 million and charges of $50 million, respectively, primarily related to employee severance and benefits. We do not expect to incur any additional expense related to restructuring programs commenced in fiscal 2012. Cash spending related to these programs was $29 million in the first six months of fiscal 2013.

              The following table summarizes expected and incurred charges for fiscal 2012 programs by type:

		Charges Incurred
	Total Expected Charges	For the Six Months Ended March 29, 2013	For Fiscal 2012
	(in millions)
Employee severance	$119	$(6)	$125
Facility and other exit costs	4	1	3
Property, plant, and equipment	5	2	3
Total	$128	$(3)	$131

7

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

2. Restructuring and Other Charges, Net (Continued)

              The following table summarizes expected and incurred charges for fiscal 2012 programs by segment:

		Charges Incurred
	Total Expected Charges	For the Six Months Ended March 29, 2013	For Fiscal 2012
	(in millions)
Transportation Solutions	$30	$1	$29
Network Solutions	53	(3)	56
Industrial Solutions	25	(1)	26
Consumer Solutions	20	—	20
Total	$128	$(3)	$131

Pre-Fiscal 2012 Actions

              During fiscal 2011, we initiated a restructuring program which was 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 across all segments as a result of economic conditions. During fiscal 2010, we initiated a restructuring program primarily related to headcount reductions in the Transportation Solutions segment. We do not expect to incur any additional expense related to restructuring programs commenced in fiscal 2011 and 2010.

              In connection with pre-fiscal 2012 programs, during the six months ended March 29, 2013, we recorded net restructuring credits of $15 million, primarily related to employee severance and benefits. Cash spending related to pre-fiscal 2012 programs was $16 million in the first six months of fiscal 2013.

Restructuring Reserves

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

	March 29, 2013	September 28, 2012
	(in millions)
Accrued and other current liabilities	$200	$118
Other liabilities	41	43
Restructuring reserves	$241	$161

8

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

3. Discontinued Operations

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

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Net sales from discontinued operations	$—	$140	$—	$279
Pre-tax income (loss) from discontinued operations	$—	$(15)	$(1)	$15
Pre-tax loss on sale of discontinued operations	(2)	—	(4)	—
Income tax (expense) benefit	1	5	2	(3)
Income (loss) from discontinued operations, net of income taxes	$(1)	$(10)	$(3)	$12

              During fiscal 2012, we sold our Touch Solutions and TE Professional Services businesses. These businesses met the held for sale and discontinued operations criteria and were included in discontinued operations. In the second quarter of fiscal 2012, we recorded a pre-tax impairment charge of $28 million, which is included in income (loss) from discontinued operations, net of income taxes on the Condensed Consolidated Statement of Operations, to write the carrying value of the TE Professional Services business down to its estimated fair value less costs to sell. Prior to reclassification to discontinued operations, the Touch Solutions and TE Professional Services businesses were included in the former Communications and Industrial Solutions segment and the Network Solutions segment, respectively.

              On December 27, 2011, the New York Court of Claims entered judgment in our favor in the amount of $25 million, payment of which was received in the second quarter of fiscal 2012, in connection with our former Wireless Systems business's State of New York contract. This judgment resolved all outstanding issues between the parties in this matter. This partial recovery of a previously recognized loss, net of legal fees, is reflected in income (loss) from discontinued operations, net of income taxes on the Condensed Consolidated Statement of Operations for the six months ended March 30, 2012. The Wireless Systems business, which met the held for sale and discontinued operations criteria, was a component of the former Wireless Systems segment.

4. Inventories

              Inventories consisted of the following:

	March 29, 2013	September 28, 2012
	(in millions)
Raw materials	$268	$282
Work in progress	586	573
Finished goods	899	896
Inventoried costs on long-term contracts	50	57
Inventories	$1,803	$1,808

9

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

5. Goodwill

              The changes in the carrying amount of goodwill by segment were as follows⁽¹⁾:

	Transportation Solutions	Network Solutions	Industrial Solutions	Consumer Solutions	Total
	(in millions)
September 28, 2012(2)	$793	$981	$1,876	$658	$4,308
Currency translation and other	(4)	(13)	(10)	(2)	(29)
March 29, 2013(2)	$789	$968	$1,866	$656	$4,279

(1)

In connection with our change in segment structure, goodwill was re-allocated to reporting units using a relative fair value approach. See Note 1 for additional information regarding our current segment structure.

(2)

At March 29, 2013 and September 28, 2012, accumulated impairment losses for the Transportation Solutions, Network Solutions, Industrial Solutions, and Consumer Solutions segments were $2,191 million, $1,236 million, $641 million, and $607 million, respectively.

6. Intangible Assets, Net

              Intangible assets were as follows:

	March 29, 2013			September 28, 2012
	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
	(in millions)
Intellectual property	$1,144	$(470)	$674	$1,146	$(439)	$707
Customer relationships	652	(67)	585	655	(44)	611
Other	41	(9)	32	76	(42)	34
Total	$1,837	$(546)	$1,291	$1,877	$(525)	$1,352

              Intangible asset amortization expense was $28 million and $14 million for the quarters ended March 29, 2013 and March 30, 2012, respectively, and $56 million and $29 million for the six months ended March 29, 2013 and March 30, 2012, respectively.

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

	(in millions)
Remainder of fiscal 2013	$55
Fiscal 2014	111
Fiscal 2015	110
Fiscal 2016	110
Fiscal 2017	110
Fiscal 2018	110
Thereafter	685
Total	$1,291

10

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

7. Debt

              Debt was as follows:

	March 29, 2013	September 28, 2012
	(in millions)
6.00% senior notes due 2012	$—	$714
5.95% senior notes due 2014	300	300
1.60% senior notes due 2015	250	250
6.55% senior notes due 2017	730	732
4.875% senior notes due 2021	272	274
3.50% senior notes due 2022	498	498
7.125% senior notes due 2037	475	475
3.50% convertible subordinated notes due 2015	89	90
Commercial paper, at a weighted-average interest rate of 0.32% and 0.40%, respectively	350	300
Other	66	78
Total debt(1)	3,030	3,711
Less current maturities of long-term debt(2)	715	1,015
Long-term debt	$2,315	$2,696

(1)

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

(2)

The current maturities of long-term debt at March 29, 2013 was comprised of the 5.95% senior notes due 2014, commercial paper, and a portion of amounts shown as other. The current maturities of long-term debt at September 28, 2012 was comprised of the 6.00% senior notes due 2012, commercial paper, and a portion of amounts shown as other.

              Tyco Electronics Group S.A. ("TEGSA"), our 100%-owned subsidiary, has a five-year unsecured senior revolving credit facility ("Credit Facility") with total commitments of $1,500 million. This facility expires in June 2016. TEGSA had no borrowings under the Credit Facility at March 29, 2013 and September 28, 2012.

              In addition to the Credit Facility, TEGSA is the borrower under the outstanding senior notes and outstanding commercial paper. TEGSA's payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed by its parent, 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 issued by ADC prior to its acquisition in December 2010.

              The fair value of our debt, based on indicative valuations, was approximately $3,317 million and $4,034 million at March 29, 2013 and September 28, 2012, respectively.

8. Guarantees

Tax Sharing Agreement

              Effective June 29, 2007, we became the parent company of the former electronics businesses of Tyco International Ltd. ("Tyco International"). On June 29, 2007, Tyco International distributed all of our shares, as well as its shares of its former healthcare businesses ("Covidien"), to its common shareholders (the "separation").

11

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

8. Guarantees (Continued)

              Upon separation, we entered into a Tax Sharing Agreement, under which we share responsibility for certain of our, Tyco International's, and Covidien's income tax liabilities based on a sharing formula for periods prior to and including June 29, 2007. We, Tyco International, and Covidien share 31%, 27%, and 42%, respectively, of U.S. income tax liabilities that arise from adjustments made by tax authorities to our, Tyco International's, and Covidien's U.S. income tax returns. 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. We are responsible for all of our own taxes that are not shared pursuant to the Tax Sharing Agreement's sharing formula. 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 Accounting Standards Codification 460, Guarantees.

              At March 29, 2013, we had a liability representing the indemnifications made to Tyco International and Covidien pursuant to the Tax Sharing Agreement of $241 million of which $225 million was reflected in other liabilities and $16 million was reflected in accrued and other current liabilities on the Condensed Consolidated Balance Sheet. At September 28, 2012, the liability was $241 million and consisted of $227 million in other liabilities and $14 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 the next twelve months.

              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 $241 million remains sufficient to satisfy these expected obligations.

Other Matters

              In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows.

              At March 29, 2013, we had outstanding letters of credit and letters of guarantee in the amount of $359 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 March 29, 2013 and September 28, 2012 were $42 million and $48 million, respectively.

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9. 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.

              At March 29, 2013, 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 was completed for 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.

Income Taxes

              In connection with the separation, we entered into a Tax Sharing Agreement that generally governs our, Tyco International's, and Covidien's respective rights, responsibilities, and obligations after the distribution with respect to taxes, including ordinary course of business taxes and taxes, if any, incurred as a result of any failure of the distribution of all of our shares or the shares of Covidien to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Internal Revenue Code (the "Code") or certain internal transactions undertaken in anticipation of the spin-offs to qualify for tax-favored treatment under the Code.

              Pursuant to the Tax Sharing Agreement, upon separation, we entered into certain guarantee commitments and indemnifications with Tyco International and Covidien. Under 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. See Note 8 for additional information regarding the Tax Sharing Agreement.

              During fiscal 2007, the Internal Revenue Service ("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 that reflect the IRS' determination of proposed tax adjustments for the 1997 through 2000 period. 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. The penalties were asserted against a prior subsidiary of Tyco International that was distributed to us in connection with the separation. Tyco International appealed certain of the proposed adjustments for the years 1997 through 2000, and Tyco International has now resolved all but one of the matters associated with the proposed tax adjustments, including reaching an agreement with the IRS on the penalty adjustment. In October 2012, the IRS issued special agreement Forms 870-AD, effectively settling its audit of all tax matters for the period 1997 through 2000, excluding one issue that remains in dispute as described below. As a result of these developments, in the first six months of fiscal 2013, we recognized an income tax benefit of $331 million and other expense of $231 million pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

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9. Commitments and Contingencies (Continued)

              The disputed issue involves the tax treatment of certain intercompany debt transactions. The IRS has asserted that certain intercompany loans originating during the period 1997 through 2000 did not constitute debt for U.S. federal income tax purposes and has disallowed related interest deductions recognized on Tyco International's U.S. income tax returns during the period. Tyco International contends that the intercompany financing qualified as debt for U.S. tax purposes and that the interest deductions reflected on the income tax returns are appropriate. The IRS and Tyco International remain unable to resolve this matter through the IRS appeals process. We understand that Tyco International expects to receive statutory notices of deficiency from the IRS in our third quarter of fiscal 2013. Upon receipt of these statutory notices, we expect that Tyco International will commence litigation of this matter with the IRS in U.S. federal court. Based upon relevant facts surrounding the intercompany debt transactions, relevant tax regulations, and applicable case law, we believe that we are adequately reserved for this matter. However, the ultimate outcome is uncertain and if the IRS were to prevail on its assertions, our share of the assessed tax, deficiency interest, and applicable withholding taxes and penalties could have a material adverse impact on our results of operations, financial position, or cash flows.

              During the first six months of fiscal 2013, we made payments of $67 million for tax deficiencies related to undisputed tax adjustments for the years 1997 through 2000. Tyco International's income tax returns for the years 2001 through 2004 remain subject to adjustment by the IRS upon ultimate resolution of the disputed issue involving certain intercompany loans originated during the period 1997 through 2000. Over the next twelve months, we expect net cash receipts of approximately $36 million, inclusive of related indemnification receipts and payments, in connection with these pre-separation tax matters.

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

              During fiscal 2012, the IRS commenced its audit of our income tax returns for the years 2008 through 2010.

              At March 29, 2013 and September 28, 2012, we have reflected $13 million and $71 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 March 29, 2013, we concluded that it was probable that we would incur remedial costs in the range of $13 million to $24 million. As of March 29, 2013, we concluded that the best estimate within this range is $14 million, of which $3 million is included in accrued and other current liabilities and $11 million is included in other liabilities on the Condensed Consolidated Balance Sheet. 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.

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10. 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, as needed, to fund our operations and capital requirements. 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 options to enter into interest rate swaps ("swaptions") to manage interest rate exposure in periods prior to the anticipated issuance of fixed-rate debt. We also utilize investment swaps to manage earnings exposure on certain non-qualified deferred compensation liabilities.

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 $2,062 million and $2,981 million at March 29, 2013 and September 28, 2012, respectively. We reclassified foreign exchange gains of $63 million and $8 million during the quarters ended March 29, 2013 and March 30, 2012, respectively, and gains of $65 million and $60 million during the six months ended March 29, 2013 and March 30, 2012, 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.

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 March 29, 2013 and September 28, 2012, our commodity hedges had notional values of $266 million and $246 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

10. Financial Instruments (Continued)

Derivative Instrument Summary

              The fair value of our derivative instruments is summarized below:

	March 29, 2013		September 28, 2012
	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)	$—	$4	$2	$1
Interest rate swaps	23	—	26	—
Commodity swap contracts(3)	1	15	18	1
Total derivatives designated as hedging instruments	24	19	46	2
Derivatives not designated as hedging instruments:
Foreign currency contracts(3)	6	5	2	2
Investment swaps	3	—	1	—
Total derivatives not designated as hedging instruments	9	5	3	2
Total derivatives	$33	$24	$49	$4

(1)

All derivative instruments 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 and totaled $10 million and $19 million at March 29, 2013 and September 28, 2012, respectively. All derivative instruments 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 $23 million and $30 million at March 29, 2013 and September 28, 2012, respectively.

(2)

All derivative instruments 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 and totaled $21 million and $4 million at March 29, 2013 and September 28, 2012, respectively. All derivative instruments 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 March 29, 2013; there were no derivatives in other liabilities at September 28, 2012.

(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		For the Six Months Ended
Derivatives Designated as Fair Value Hedges	Location	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
		(in millions)
Interest rate swaps(1)	Interest expense	$1	$1	$2	$3

(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 March 29, 2013 had no gain or loss recognized on the Condensed Consolidated Statements of Operations during the periods.

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10. Financial Instruments (Continued)

              The effects of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations for the quarters ended 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 March 29, 2013:
Foreign currency contracts	$(4)	Cost of sales	$—	Cost of sales	$—
Commodity swap contracts	(14)	Cost of sales	(3)	Cost of sales	—
Interest rate swaps(1)	—	Interest expense	(3)	Interest expense	—
Total	$(18)		$(6)		$—
For the Quarter Ended March 30, 2012:
Foreign currency contracts	$2	Cost of sales	$(1)	Cost of sales	$—
Commodity swap contracts	18	Cost of sales	4	Cost of sales	—
Interest rate swaps and swaptions(1)	(4)	Interest expense	(3)	Interest expense	—
Total	$16		$—		$—

(1)

During the quarter ended March 29, 2013, there were no outstanding interest rate swaps designated as cash flow hedges. During the quarter ended March 30, 2012, we terminated forward starting interest rate swaps and swaptions designated as cash flow hedges for a cash payment of $24 million. Prior to the termination, a loss of $2 million was recorded in other comprehensive income related to the effective portions of the hedges during the period. Also during the quarter ended March 30, 2012, we entered into and terminated an interest rate swap designated as a cash flow hedge, recording a loss of $2 million in other comprehensive income. Amounts recognized as interest expense due to ineffectiveness following the termination of all swaps in fiscal 2012 were not material. Losses reclassified from accumulated other comprehensive income to interest expense during the quarters ended March 29, 2013 and March 30, 2012 include the instruments terminated in January 2012 as well as certain forward starting interest rate swaps designated as cash flow hedges that were terminated in September 2007.

              The effects of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations for the six months ended 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 Six Months Ended March 29, 2013:
Foreign currency contracts	$(4)	Cost of sales	$1	Cost of sales	$—
Commodity swap contracts	(31)	Cost of sales	—	Cost of sales	—
Interest rate swaps(1)	—	Interest expense	(5)	Interest expense	—
Total	$(35)		$(4)		$—
For the Six Months Ended March 30, 2012:
Foreign currency contracts	$(1)	Cost of sales	$(1)	Cost of sales	$—
Commodity swap contracts	14	Cost of sales	14	Cost of sales	—
Interest rate swaps and swaptions(1)	(5)	Interest expense	(4)	Interest expense	—
Total	$8		$9		$—

(1)

During the six months ended March 29, 2013, there were no outstanding interest rate swaps designated as cash flow hedges. During the six months ended March 30, 2012, we terminated forward starting interest rate swaps and swaptions designated as cash flow

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

10. Financial Instruments (Continued)

hedges for a cash payment of $24 million. Prior to the termination, a loss of $3 million was recorded in other comprehensive income related to the effective portions of the hedges during the period. Also during the six months ended March 30, 2012, we entered into and terminated an interest rate swap designated as a cash flow hedge, recording a loss of $2 million in other comprehensive income. Amounts recognized as interest expense due to ineffectiveness following the termination of all swaps in fiscal 2012 were not material. Losses reclassified from accumulated other comprehensive income to interest expense during the six months ended March 29, 2013 and March 30, 2012 include the instruments terminated in January 2012 as well as certain forward starting interest rate swaps designated as cash flow hedges that were terminated in September 2007.

              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		For the Six Months Ended
Derivatives not Designated as Hedging Instruments
	Location	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
		(in millions)
Foreign currency contracts	Selling, general, and administrative expenses	$2	$11	$1	$(21)
Investment swaps	Selling, general, and administrative expenses	4	4	4	7
Total		$6	$15	$5	$(14)

              During the quarter and six months ended March 30, 2012, we incurred gains of $11 million and losses of $21 million, respectively, as a result of marking foreign currency derivatives not designated as hedging instruments to fair value. These gains and 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.

11. Fair Value Measurements

              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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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

11. 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
Description	Level 1	Level 2	Level 3	Fair Value
	(in millions)
March 29, 2013:
Assets:
Commodity swap contracts(1)	$1	$—	$—	$1
Interest rate swaps	—	23	—	23
Investment swaps	—	3	—	3
Foreign currency contracts(1)	—	6	—	6
Rabbi trust assets	3	80	—	83
Total assets at fair value	$4	$112	$—	$116
Liabilities:
Commodity swap contracts(1)	$15	$—	$—	$15
Foreign currency contracts(1)	—	9	—	9
Total liabilities at fair value	$15	$9	$—	$24
September 28, 2012:
Assets:
Commodity swap contracts(1)	$18	$—	$—	$18
Interest rate swaps	—	26	—	26
Investment swaps	—	1	—	1
Foreign currency contracts(1)	—	4	—	4
Rabbi trust assets	4	79	—	83
Total assets at fair value	$22	$110	$—	$132
Liabilities:
Commodity swap contracts(1)	$1	$—	$—	$1
Foreign currency contracts(1)	—	3	—	3
Total liabilities at fair value	$1	$3	$—	$4

(1)

Contracts are presented gross without regard to any right of offset that exists. See Note 10 for a reconciliation of amounts to the Condensed Consolidated Balance Sheets.

              There have been no changes in the valuation methodologies used for financial assets and liabilities measured at fair value on a recurring basis during fiscal 2013.

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

              As of March 29, 2013 and September 28, 2012, 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.

              During the second quarter of fiscal 2012, we used significant other observable inputs (level 2) to calculate an impairment charge related to the TE Professional Services business. See Note 3 for additional information.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

11. Fair Value Measurements (Continued)

Other Financial Instruments

              Financial instruments other than derivative instruments include cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. These instruments are recorded on our Condensed Consolidated Balance Sheets at book value. For cash and cash equivalents, accounts receivable, and accounts payable, we believe book value approximates fair value due to the short-term nature of these instruments. See Note 7 for disclosure of the fair value of long-term debt. There have been no changes in the valuation methodologies used for other financial instruments during fiscal 2013.

12. Retirement Plans

              The net periodic pension 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
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Service cost	$1	$1	$15	$13
Interest cost	12	13	18	19
Expected return on plan assets	(15)	(14)	(18)	(14)
Other(1)	9	11	8	6
Net periodic pension benefit cost	$7	$11	$23	$24

	U.S. Plans		Non-U.S. Plans
	For the Six Months Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Service cost	$3	$3	$30	$26
Interest cost	23	26	36	38
Expected return on plan assets	(30)	(29)	(36)	(27)
Other(1)	18	21	16	12
Net periodic pension benefit cost	$14	$21	$46	$49

(1)

Other consists primarily of amortization of net actuarial losses.

              The net periodic postretirement benefit cost for postretirement benefit plans was insignificant for the quarters and six months ended March 29, 2013 and March 30, 2012.

              During the six months ended March 29, 2013, we contributed $50 million to our non-U.S. pension plans and insignificant amounts to our U.S. pension plans and postretirement benefit plans.

13. Income Taxes

              We recorded tax provisions of $60 million and $91 million for the quarters ended March 29, 2013 and March 30, 2012, respectively. The provision for the quarter ended March 29, 2013 reflects tax benefits recognized in connection with the lapse of statutes of limitations for examinations of prior year income tax returns in certain

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13. Income Taxes (Continued)

non-U.S. locations partially offset by charges related to adjustments to prior year income tax returns. In addition, the provision for the quarter ended March 29, 2013 reflects tax benefits recognized in connection with the extension of the U.S. research and development credit for fiscal 2012 enacted in January 2013 through the American Taxpayer Relief Act of 2012. The tax provision for the quarter ended March 30, 2012 reflects tax benefits recognized due to the lapse of statutes of limitations for examinations of prior year income tax returns in certain non-U.S. locations.

              We recorded an income tax benefit of $185 million and a tax provision of $179 million for the six months ended March 29, 2013 and March 30, 2012, respectively. The benefit for the six months ended March 29, 2013 reflects a $331 million income tax benefit related to the effective settlement of all undisputed tax matters for the period 1997 through 2000. In addition, the provision for the six months ended March 29, 2013 reflects tax benefits recognized in connection with the lapse of statutes of limitations for examinations of prior year income tax returns in certain non-U.S. locations partially offset by charges related to adjustments to prior year income tax returns. The provision for the six months ended March 30, 2012 reflects income tax expense associated with certain non-U.S. tax rate changes enacted during the quarter ended December 30, 2011.

              We record accrued interest as well as penalties related to uncertain tax positions as part of the provision for income taxes. As of March 29, 2013, we had recorded $965 million of accrued interest and penalties related to uncertain tax positions on the Condensed Consolidated Balance Sheet, of which $963 million was recorded in income taxes and $2 million was recorded in accrued and other current liabilities. As of September 28, 2012, the balance of accrued interest and penalties was $1,335 million, of which $1,299 million was recorded in income taxes and $36 million was recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheet. The decrease in the accrued interest and penalties from fiscal year end 2012 is due mainly to the effective settlement of all undisputed tax matters for the period 1997 through 2000. During the six months ended March 29, 2013, we recognized $300 million of benefit related to interest and penalties on the Condensed Consolidated Statement of Operations.

              For tax years 1997 through 2004, Tyco International has resolved all matters, excluding one disputed issue related to the tax treatment of certain intercompany debt transactions. During fiscal 2011, the IRS commenced its audit of certain Tyco International income tax returns for the years 2005 through 2007. Also, during fiscal 2012, the IRS commenced its audit of our income tax returns for the years 2008 through 2010. See Note 9 for additional information regarding the status of IRS examinations.

              Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that up to approximately $45 million of unrecognized income 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 income tax benefits reflected on the Condensed Consolidated Balance Sheet as of March 29, 2013.

14. Other Income (Expense), Net

              We recorded net other income of $9 million and $11 million in the quarters ended March 29, 2013 and March 30, 2012, respectively, primarily consisting of income pursuant to the Tax Sharing Agreement with Tyco International and Covidien. See Note 8 for further information regarding the Tax Sharing Agreement.

              We recorded net other expense of $217 million and net other income of $12 million in the six months ended March 29, 2013 and March 30, 2012, respectively, primarily pursuant to the Tax Sharing Agreement with Tyco International and Covidien. The net expense in the six months ended March 29, 2013 includes $231 million

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

14. Other Income (Expense), Net (Continued)

related to the effective settlement of all undisputed tax matters for the period 1997 through 2000. See Note 9 for additional information.

15. Earnings Per Share

              The weighted-average number of shares outstanding used in the computation of basic and diluted earnings per share were as follows:

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Weighted-average shares outstanding:
Basic	420	427	421	426
Dilutive impact of share-based compensation arrangements	4	4	4	4
Diluted	424	431	425	430

              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. Share options not included in the computation totaled 5 million and 6 million for the quarters ended March 29, 2013 and March 30, 2012, respectively, and 6 million and 11 million for the six months ended March 29, 2013 and March 30, 2012, respectively.

16. Equity

Common Shares

              In March 2013, our shareholders reapproved and extended through March 6, 2015 our board of directors' authorization to issue additional new shares, subject to certain conditions specified in the articles of association, in aggregate not exceeding 50% of the amount of our authorized shares.

Common Shares Held in Treasury

              In March 2013, our shareholders approved the cancellation of 10,564,817 shares purchased under our share repurchase program during the period from December 31, 2011 to December 28, 2012. The capital reduction by cancellation of these shares is subject to a notice period and filing with the commercial register and is not yet reflected on the Condensed Consolidated Balance Sheet.

Distribution to Shareholders

              We paid a $0.21 cash distribution to shareholders in the form of a capital reduction to the par value of our common shares in each of the first and second quarters of fiscal 2013. These capital reductions reduced the par value of our common shares from 0.97 Swiss Francs ("CHF") (equivalent to $0.86) to CHF 0.57 (equivalent to $0.44).

              In March 2013, our shareholders approved a dividend payment to shareholders of CHF 0.96 (equivalent to $1.00) per share out of contributed surplus, payable in four equal quarterly installments of $0.25 per share beginning in the third quarter of fiscal 2013 through the second quarter of fiscal 2014.

22

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

16. Equity (Continued)

              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. At March 29, 2013 and September 28, 2012, the unpaid portion of the dividends and distributions recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $417 million and $178 million, respectively.

Share Repurchase Program

              During the first six months of fiscal 2013, we repurchased approximately 11 million of our common shares for $409 million under our share repurchase authorization. During the first six months of fiscal 2012, we did not purchase any of our common shares. At March 29, 2013, we had $898 million of availability remaining under our share repurchase authorization.

17. Share Plans

              Total share-based compensation expense was $19 million and $18 million during the quarters ended March 29, 2013 and March 30, 2012, respectively, and $40 million and $35 million during the six months ended March 29, 2013 and March 30, 2012, respectively. These expenses were primarily included in selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations. As of March 29, 2013, there was $162 million of unrecognized compensation cost related to share-based awards. The cost is expected to be recognized over a weighted-average period of 2.0 years.

              During the first quarter of fiscal 2013, we granted 2.8 million share options, 1.5 million restricted share awards, and 0.3 million performance share awards as part of our annual incentive plan grant. The weighted-average grant date fair values for share options, restricted share awards, and performance share awards were $8.57, $34.05, and $34.05, respectively.

              Performance share awards, which are generally in the form of performance share units, are granted with pay-out subject to vesting requirements and certain performance conditions that are determined at the time of grant. Based on our performance, the pay-out of performance share units can range from 0% to 200% of the number of units originally granted. Certain employees who receive performance share awards also are granted an opportunity to earn additional performance shares subject to the attainment of additional performance criteria which are set at the time of grant. Attainment of the performance criteria will result in an additional pay-out of performance share units equal to 100% of the performance share units paid out under the original performance share award. The grant date fair value of performance share awards is expensed over the period of performance once achievement of the performance criteria is deemed probable. Recipients of performance share units have no voting rights but do receive dividend equivalents. Performance share awards generally vest after a period of three years as determined by the management development and compensation committee of the board of directors. There were no performance share awards outstanding at September 28, 2012.

              As of March 29, 2013, we had 26 million shares available for issuance under our stock and incentive plans, of which the TE Connectivity Ltd. 2007 Stock and Incentive Plan, as amended and restated, is the primary plan.

23

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

17. Share Plans (Continued)

Share-Based Compensation Assumptions

              The weighted-average assumptions we used in the Black-Scholes-Merton option pricing model for the options granted as part of our annual incentive plan grant were as follows:

Expected share price volatility	34%
Risk free interest rate	0.9%
Expected annual dividend per share	$0.84
Expected life of options (in years)	6.0

18. Segment Data

              Effective for the first quarter of fiscal 2013, we reorganized our management and segments to better align the organization around our strategy. See Note 1 for additional information regarding our segment structure.

              The following segment information reflects our current segment reporting structure. Prior period segment results have been restated to conform to the current segment structure.

              Net sales by segment was as follows:

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Transportation Solutions	$1,385	$1,274	$2,649	$2,505
Network Solutions	725	815	1,459	1,617
Industrial Solutions	736	711	1,436	1,396
Consumer Solutions	419	449	855	901
Total(1)	$3,265	$3,249	$6,399	$6,419

(1)

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

              Operating income by segment was as follows:

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Transportation Solutions	$241	$196	$433	$380
Network Solutions	19	53	55	112
Industrial Solutions	78	104	148	194
Consumer Solutions	21	32	16	60
Total	$359	$385	$652	$746

24

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

18. Segment Data (Continued)

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

	March 29, 2013	September 28, 2012
	(in millions)
Transportation Solutions	$2,833	$2,877
Network Solutions	1,752	1,857
Industrial Solutions	1,516	1,549
Consumer Solutions	1,030	1,081
Total segment assets(1)	7,131	7,364
Other current assets	1,847	2,352
Other non-current assets	9,162	9,590
Total assets	$18,140	$19,306

(1)

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

25

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

19. 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 Facility, 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 March 29, 2013

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$3,265	$—	$3,265
Cost of sales	—	—	2,213	—	2,213
Gross margin	—	—	1,052	—	1,052
Selling, general, and administrative expenses	33	2	403	—	438
Research, development, and engineering expenses	—	—	171	—	171
Acquisition and integration costs	—	—	3	—	3
Restructuring and other charges, net	—	—	81	—	81
Operating income (loss)	(33)	(2)	394	—	359
Interest income	—	—	5	—	5
Interest expense	—	(34)	(1)	—	(35)
Other income, net	—	—	9	—	9
Equity in net income of subsidiaries	315	337	—	(652)	—
Equity in net loss of subsidiaries from discontinued operations	(1)	(1)	—	2	—
Intercompany interest and fees	(4)	14	(10)	—	—
Income from continuing operations before income taxes	277	314	397	(650)	338
Income tax expense	—	—	(60)	—	(60)
Income from continuing operations	277	314	337	(650)	278
Loss from discontinued operations, net of income taxes	—	—	(1)	—	(1)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	277	314	336	(650)	277
Other comprehensive loss	(122)	(122)	(124)	246	(122)
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$155	$192	$212	$(404)	$155

26

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

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

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Quarter Ended March 30, 2012

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$3,249	$—	$3,249
Cost of sales	—	—	2,228	—	2,228
Gross margin	—	—	1,021	—	1,021
Selling, general, and administrative expenses, net	39	(50)	438	—	427
Research, development, and engineering expenses	—	—	173	—	173
Acquisition costs	—	—	4	—	4
Restructuring and other charges, net	—	—	32	—	32
Operating income (loss)	(39)	50	374	—	385
Interest income	—	—	7	—	7
Interest expense	—	(43)	(1)	—	(44)
Other income, net	—	—	11	—	11
Equity in net income of subsidiaries	309	285	—	(594)	—
Equity in net loss of subsidiaries of discontinued operations	(10)	(10)	—	20	—
Intercompany interest and fees	(3)	17	(14)	—	—
Income from continuing operations before income taxes	257	299	377	(574)	359
Income tax expense	—	—	(91)	—	(91)
Income from continuing operations	257	299	286	(574)	268
Loss from discontinued operations, net of income taxes	—	—	(10)	—	(10)
Net income	257	299	276	(574)	258
Less: net income attributable to noncontrolling interests	—	—	(1)	—	(1)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	257	299	275	(574)	257
Other comprehensive income	139	139	140	(279)	139
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$396	$438	$415	$(853)	$396

27

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

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

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Six Months Ended March 29, 2013

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$6,399	$—	$6,399
Cost of sales	—	—	4,358	—	4,358
Gross margin	—	—	2,041	—	2,041
Selling, general, and administrative expenses	74	3	789	—	866
Research, development, and engineering expenses	—	—	342	—	342
Acquisition and integration costs	—	—	8	—	8
Restructuring and other charges, net	—	—	173	—	173
Operating income (loss)	(74)	(3)	729	—	652
Interest income	—	—	9	—	9
Interest expense	—	(68)	(4)	—	(72)
Other expense, net	—	—	(217)	—	(217)
Equity in net income of subsidiaries	638	682	—	(1,320)	—
Equity in net loss of subsidiaries from discontinued operations	(3)	(3)	—	6	—
Intercompany interest and fees	(7)	27	(20)	—	—
Income from continuing operations before income taxes	554	635	497	(1,314)	372
Income tax benefit	—	—	185	—	185
Income from continuing operations	554	635	682	(1,314)	557
Loss from discontinued operations, net of income taxes	—	—	(3)	—	(3)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	554	635	679	(1,314)	554
Other comprehensive loss	(95)	(95)	(100)	195	(95)
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$459	$540	$579	$(1,119)	$459

28

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

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

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Six Months Ended March 30, 2012

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$6,419	$—	$6,419
Cost of sales	—	—	4,455	—	4,455
Gross margin	—	—	1,964	—	1,964
Selling, general, and administrative expenses, net	55	(49)	804	—	810
Research, development, and engineering expenses	—	—	350	—	350
Acquisition costs	—	2	6	—	8
Restructuring and other charges, net	—	—	50	—	50
Operating income (loss)	(55)	47	754	—	746
Interest income	—	—	12	—	12
Interest expense	—	(80)	(3)	—	(83)
Other income, net	—	—	12	—	12
Equity in net income of subsidiaries	565	565	—	(1,130)	—
Equity in net income of subsidiaries of discontinued operations	12	12	—	(24)	—
Intercompany interest and fees	(5)	33	(28)	—	—
Income from continuing operations before income taxes	517	577	747	(1,154)	687
Income tax expense	—	—	(179)	—	(179)
Income from continuing operations	517	577	568	(1,154)	508
Income from discontinued operations, net of income taxes	—	—	12	—	12
Net income	517	577	580	(1,154)	520
Less: net income attributable to noncontrolling interests	—	—	(3)	—	(3)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	517	577	577	(1,154)	517
Other comprehensive loss	(39)	(39)	(38)	77	(39)
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$478	$538	$539	$(1,077)	$478

29

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

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

Condensed Consolidating Balance Sheet (UNAUDITED)
As of March 29, 2013

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$—	$—	$1,073	$—	$1,073
Accounts receivable, net	—	—	2,214	—	2,214
Inventories	—	—	1,803	—	1,803
Intercompany receivables	21	—	32	(53)	—
Prepaid expenses and other current assets	19	2	465	—	486
Deferred income taxes	—	—	288	—	288
Total current assets	40	2	5,875	(53)	5,864
Property, plant, and equipment, net	—	—	3,114	—	3,114
Goodwill	—	—	4,279	—	4,279
Intangible assets, net	—	—	1,291	—	1,291
Deferred income taxes	—	—	2,339	—	2,339
Investment in subsidiaries	8,215	17,398	—	(25,613)	—
Intercompany loans receivable	11	3,222	9,524	(12,757)	—
Receivable from Tyco International Ltd. and Covidien plc	—	—	963	—	963
Other assets	—	37	253	—	290
Total Assets	$8,266	$20,659	$27,638	$(38,423)	$18,140
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$—	$650	$65	$—	$715
Accounts payable	—	—	1,348	—	1,348
Accrued and other current liabilities	497	49	1,186	—	1,732
Deferred revenue	—	—	106	—	106
Intercompany payables	32	—	21	(53)	—
Total current liabilities	529	699	2,726	(53)	3,901
Long-term debt	—	2,225	90	—	2,315
Intercompany loans payable	4	9,520	3,233	(12,757)	—
Long-term pension and postretirement liabilities	—	—	1,312	—	1,312
Deferred income taxes	—	—	448	—	448
Income taxes	—	—	1,899	—	1,899
Other liabilities	—	—	532	—	532
Total Liabilities	533	12,444	10,240	(12,810)	10,407
Total Equity	7,733	8,215	17,398	(25,613)	7,733
Total Liabilities and Equity	$8,266	$20,659	$27,638	$(38,423)	$18,140

30

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

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

Condensed Consolidating Balance Sheet (UNAUDITED)
As of September 28, 2012

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$—	$—	$1,589	$—	$1,589
Accounts receivable, net	1	—	2,342	—	2,343
Inventories	—	—	1,808	—	1,808
Intercompany receivables	16	—	29	(45)	—
Prepaid expenses and other current assets	2	1	471	—	474
Deferred income taxes	—	—	289	—	289
Total current assets	19	1	6,528	(45)	6,503
Property, plant, and equipment, net	—	—	3,213	—	3,213
Goodwill	—	—	4,308	—	4,308
Intangible assets, net	—	—	1,352	—	1,352
Deferred income taxes	—	—	2,460	—	2,460
Investment in subsidiaries	8,192	17,341	—	(25,533)	—
Intercompany loans receivable	11	2,779	8,361	(11,151)	—
Receivable from Tyco International Ltd. and Covidien plc	—	—	1,180	—	1,180
Other assets	—	40	250	—	290
Total Assets	$8,222	$20,161	$27,652	$(36,729)	$19,306
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$—	$1,014	$1	$—	$1,015
Accounts payable	2	—	1,290	—	1,292
Accrued and other current liabilities	210	70	1,296	—	1,576
Deferred revenue	—	—	121	—	121
Intercompany payables	29	—	16	(45)	—
Total current liabilities	241	1,084	2,724	(45)	4,004
Long-term debt	—	2,529	167	—	2,696
Intercompany loans payable	4	8,356	2,791	(11,151)	—
Long-term pension and postretirement liabilities	—	—	1,353	—	1,353
Deferred income taxes	—	—	448	—	448
Income taxes	—	—	2,311	—	2,311
Other liabilities	—	—	517	—	517
Total Liabilities	245	11,969	10,311	(11,196)	11,329
Total Equity	7,977	8,192	17,341	(25,533)	7,977
Total Liabilities and Equity	$8,222	$20,161	$27,652	$(36,729)	$19,306

31

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

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

Condensed Consolidating Statement of Cash Flows (UNAUDITED)
For the Six Months Ended March 29, 2013

	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	$(68)	$(62)	$969	$—	$839
Net cash used in discontinued operating activities	—	—	(2)	—	(2)
Net cash provided by (used in) operating activities	(68)	(62)	967	—	837
Cash Flows From Investing Activities:
Capital expenditures	—	—	(253)	—	(253)
Proceeds from sale of property, plant, and equipment	1	—	3	—	4
Change in intercompany loans	—	721	—	(721)	—
Other	—	—	17	—	17
Net cash provided by (used in) investing activities	1	721	(233)	(721)	(232)
Cash Flows From Financing Activities:
Changes in parent company equity(1)	613	5	(618)	—	—
Net increase in commercial paper	—	50	—	—	50
Repayment of long-term debt	—	(714)	—	—	(714)
Proceeds from exercise of share options	—	—	86	—	86
Repurchase of common shares	(365)	—	—	—	(365)
Payment of cash distributions to shareholders	(181)	—	4	—	(177)
Loan borrowing with parent	—	—	(721)	721	—
Other	—	—	(2)	—	(2)
Net cash provided by (used in) continuing financing activities	67	(659)	(1,251)	721	(1,122)
Net cash provided by discontinued financing activities	—	—	2	—	2
Net cash provided by (used in) financing activities	67	(659)	(1,249)	721	(1,120)
Effect of currency translation on cash	—	—	(1)	—	(1)
Net decrease in cash and cash equivalents	—	—	(516)	—	(516)
Cash and cash equivalents at beginning of period	—	—	1,589	—	1,589
Cash and cash equivalents at end of period	$—	$—	$1,073	$—	$1,073

(1)

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

32

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

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

Condensed Consolidating Statement of Cash Flows (UNAUDITED)
For the Six Months Ended March 30, 2012

	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	$(70)	$(16)	$762	$—	$676
Net cash provided by discontinued operating activities	—	—	53	—	53
Net cash provided by (used in) operating activities	(70)	(16)	815	—	729
Cash Flows From Investing Activities:
Capital expenditures	—	—	(270)	—	(270)
Proceeds from sale of property, plant, and equipment	—	—	7	—	7
Change in intercompany loans	(16)	(810)	—	826	—
Other	—	—	(7)	—	(7)
Net cash used in continuing investing activities	(16)	(810)	(270)	826	(270)
Net cash used in discontinued investing activities	—	—	(1)	—	(1)
Net cash used in investing activities	(16)	(810)	(271)	826	(271)
Cash Flows From Financing Activities:
Changes in parent company equity(1)	261	(483)	222	—	—
Net increase in commercial paper	—	569	—	—	569
Proceeds from long-term debt	—	748	—	—	748
Proceeds from exercise of share options	—	—	48	—	48
Repurchase of common shares	(17)	—	—	—	(17)
Payment of common share dividends	(158)	—	5	—	(153)
Loan borrowing with parent	—	—	826	(826)	—
Other	—	(8)	48	—	40
Net cash provided by continuing financing activities	86	826	1,149	(826)	1,235
Net cash used in discontinued financing activities	—	—	(52)	—	(52)
Net cash provided by financing activities	86	826	1,097	(826)	1,183
Effect of currency translation on cash	—	—	7	—	7
Net increase in cash and cash equivalents	—	—	1,648	—	1,648
Cash and cash equivalents at beginning of period	—	—	1,218	—	1,218
Cash and cash equivalents at end of period	$—	$—	$2,866	$—	$2,866

(1)

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

33

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 world leader in connectivity. We design and manufacture products at the heart of electronic connections for a broad array of industries including automotive, energy and industrial, broadband communications, consumer devices, healthcare, and aerospace and defense. We help our customers solve the need for more energy efficiency, always-on communications, and ever-increasing productivity.

              As discussed in Note 1 to the Condensed Consolidated Financial Statements, effective for the first quarter of fiscal 2013, we reorganized our management and segments to align the organization around our strategy. We now operate through four reportable segments: Transportation Solutions, Network Solutions, Industrial Solutions, and Consumer Solutions. Prior period segment results have been restated to conform to the current segment reporting structure.

              Our business and operating results have been and will continue to be affected by global 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 were flat in the second quarter and first six months of fiscal 2013 as compared to the same periods of fiscal 2012. On an organic basis, net sales decreased 4.0% and 4.2% in the second quarter and first six months of fiscal 2013, respectively, as compared to the same periods of fiscal 2012. On an organic basis, we experienced declines in our sales into industrial- and infrastructure-based markets, primarily as a result of weakness in the industrial and subsea communications end markets in our Industrial Solutions and Network Solutions segments, respectively. Also, on an organic basis, our sales into consumer-based markets were flat. Increases in the automotive end market in the Transportation Solutions segment were offset by declines in the consumer devices and appliance end markets in the Consumer Solutions segment. The acquisition of Deutsch Group SAS ("Deutsch") in April 2012 benefited the automotive and aerospace, defense, and marine end markets in the Transportation Solutions and Industrial Solutions segments, respectively. In the second quarter and first six months of fiscal 2013, Deutsch contributed net sales of $172 million and $320 million, respectively.

Outlook

              Net sales in the third quarter of fiscal 2013 are expected to be between $3.325 billion and $3.425 billion. This reflects a decrease in net sales in the Consumer Solutions and Network Solutions segments and, to a lesser degree, the Industrial Solutions segment, partially offset by an increase in net sales in the Transportation Solutions

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segment, as compared to the third quarter of fiscal 2012. Global automotive production in the third quarter of fiscal 2013 is expected to increase approximately 2% relative to the same period of fiscal 2012. During the third quarter of fiscal 2013, we expect continued weakness in the data communications, industrial, appliance, consumer devices, and telecom networks end markets. Also, we expect lower levels of project activity in the subsea communications end market as compared to the third quarter of fiscal 2012. In the third quarter of fiscal 2013, we expect diluted earnings per share to be in the range of $0.65 to $0.69 per share.

              For fiscal 2013, we expect net sales to be between $13.075 billion and $13.375 billion, reflecting expected sales increases in the Transportation Solutions segment offset by decreases in the Network Solutions and Consumer Solutions segments from fiscal 2012 levels. We expect our sales into the automotive end market to benefit from an anticipated increase in global automotive production of approximately 2% from fiscal 2012 levels. We expect diluted earnings per share to be in the range of $2.80 to $2.92 per share for fiscal 2013.

              The above outlook is based on foreign exchange rates and commodity prices that are consistent with current levels.

              We are monitoring the current economic 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.")

Restructuring

              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 these initiatives and in response to market conditions, we incurred net restructuring charges of approximately $178 million during the first six months of fiscal 2013 and expect to incur net restructuring charges of approximately $275 million during fiscal 2013. Cash spending related to restructuring was $72 million during the first six months of fiscal 2013, and we expect total spending, which will be funded with cash from operations, to be approximately $180 million in fiscal 2013. Annualized cost savings related to these actions are expected to be approximately $100 million and are expected to be realized by the end of fiscal 2015. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses.

Results of Operations

Consolidated Operations

              Our results of operations were influenced by the following key business factors during the periods discussed in this report:

•

Raw material prices.  We expect to purchase approximately 168 million pounds of copper, 129,000 troy ounces of gold, and 2.5 million troy ounces of silver in fiscal 2013. Prices 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		For the Six Months Ended
	Measure	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
Copper	Lb.	$3.58	$3.98	$3.58	$3.94
Gold	Troy oz.	$1,663	$1,596	$1,672	$1,576
Silver	Troy oz.	$30.83	$36.41	$31.23	$34.94

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•

Foreign exchange.  Approximately 53% 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, as 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.

              Net Sales.    Net sales increased $16 million, or 0.5%, to $3,265 million in the second quarter of fiscal 2013 as compared to $3,249 million in the second quarter of fiscal 2012. On an organic basis, net sales decreased $133 million, or 4.0%, in the second quarter of fiscal 2013 from the same period of fiscal 2012 as increases in the Transportation Solutions segment were more than offset by declines in the Network Solutions, Industrial Solutions, and Consumer Solutions segments. Foreign currency exchange rates negatively affected net sales by $26 million, or 0.9%, in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012. Deutsch, which was acquired on April 3, 2012, contributed net sales of $172 million in the second quarter of fiscal 2013.

              In the first six months of fiscal 2013, net sales decreased $20 million, or 0.3%, to $6,399 million from $6,419 million in the first six months of fiscal 2012. On an organic basis, net sales decreased $272 million, or 4.2%, in the first six months of fiscal 2013 as compared to the same period of fiscal 2012 as a result of declines in the Network Solutions and Industrial Solutions segments, and to a lesser degree, the Consumer Solutions segment partially offset by an increase in the Transportation Solutions segment. Foreign currency exchange rates negatively affected net sales by $70 million, or 1.1%, in the first six months of fiscal 2013 as compared to the same period of fiscal 2012. Deutsch contributed net sales of $320 million in the first six months of fiscal 2013.

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

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
Europe/Middle East/Africa (EMEA)	35%	35%	34%	34%
Asia-Pacific	33	33	34	34
Americas	32	32	32	32
Total	100%	100%	100%	100%

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

	Change in Net Sales for the Quarter Ended March 29, 2013 versus Net Sales for the Quarter Ended March 30, 2012						Change in Net Sales for the Six Months Ended March 29, 2013 versus Net Sales for the Six Months Ended March 30, 2012
	Organic(1)		Translation(2)	Acquisition/ Divestiture	Total		Organic(1)		Translation(2)	Acquisition/ Divestiture	Total
	($ in millions)
EMEA	$(68)	(5.9)%	$7	$78	$17	1.5%	$(121)	(5.5)%	$(34)	$148	$(7)	(0.3)%
Asia-Pacific	(3)	(0.2)	(23)	15	(11)	(1.0)	(68)	(3.1)	(21)	24	(65)	(2.9)
Americas	(62)	(6.0)	(10)	82	10	1.0	(83)	(4.1)	(15)	150	52	2.6
Total	$(133)	(4.0)%	$(26)	$175	$16	0.5%	$(272)	(4.2)%	$(70)	$322	$(20)	(0.3)%

(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.

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

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
Transportation Solutions	42%	39%	41%	39%
Network Solutions	22	25	23	25
Industrial Solutions	23	22	23	22
Consumer Solutions	13	14	13	14
Total	100%	100%	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 March 29, 2013 versus Net Sales for the Quarter Ended March 30, 2012						Change in Net Sales for the Six Months Ended March 29, 2013 versus Net Sales for the Six Months Ended March 30, 2012
	Organic(1)		Translation(2)	Acquisition/ Divestiture	Total		Organic(1)		Translation(2)	Acquisition/ Divestiture	Total
	($ in millions)
Transportation Solutions	$32	2.5%	$(11)	$90	$111	8.7%	$20	0.8%	$(36)	$160	$144	5.7%
Network Solutions	(89)	(10.9)	(4)	3	(90)	(11.0)	(152)	(9.4)	(8)	2	(158)	(9.8)
Industrial Solutions	(53)	(7.4)	(4)	82	25	3.5	(107)	(7.7)	(13)	160	40	2.9
Consumer Solutions	(23)	(5.1)	(7)	—	(30)	(6.7)	(33)	(3.7)	(13)	—	(46)	(5.1)
Total	$(133)	(4.0)%	$(26)	$175	$16	0.5%	$(272)	(4.2)%	$(70)	$322	$(20)	(0.3)%

(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 increased $31 million to $1,052 million in the second quarter of fiscal 2013 from $1,021 million in the second quarter of fiscal 2012. In the first six months of fiscal 2013, gross margin increased $77 million to $2,041 million as compared to $1,964 million in the first six months of fiscal 2012. The increases in gross margin resulted primarily from manufacturing productivity gains and, to a lesser degree, lower material costs, partially offset by price erosion. In the second quarter of fiscal 2013, gross margin as a percentage of net sales increased to 32.2% from 31.4% in the same period of fiscal 2012. Gross margin as a percentage of net sales increased to 31.9% in the first six months of fiscal 2013 from 30.6% in the same period of fiscal 2012.

              Selling, General, and Administrative Expenses.    In the second quarter of fiscal 2013, selling, general, and administrative expenses increased $11 million to $438 million from $427 million in the second quarter of fiscal 2012. Selling, general, and administrative expenses increased $56 million to $866 million in the first six months of fiscal 2013 as compared to $810 million in the same period of fiscal 2012. Additional selling, general, and administrative expenses of Deutsch were partially offset by expense reductions achieved through cost control measures.

              Acquisition and Integration Costs.    In connection with the acquisition of Deutsch, we incurred acquisition and integration costs of $3 million and $4 million during the second quarters of fiscal 2013 and 2012, respectively. We incurred acquisition and integration costs of $8 million during both the first six months of fiscal 2013 and 2012.

              Restructuring and Other Charges, Net.    Net restructuring and other charges were $81 million in the second quarter of fiscal 2013 as compared to $32 million in the same period of fiscal 2012. Net restructuring and other charges were $173 million in the first six months of fiscal 2013 as compared to $50 million the first six months of fiscal 2012. During fiscal 2013, we initiated a restructuring program associated with headcount reductions and manufacturing site closures impacting all segments. During fiscal 2012, we initiated a restructuring program resulting in headcount reductions across all segments. Also, we initiated a restructuring program associated with the acquisition of Deutsch. See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding net restructuring and other charges.

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              Operating Income.    In the second quarter of fiscal 2013, operating income was $359 million as compared to $385 million in the second quarter of fiscal 2012. Results for the second quarter of fiscal 2013 included $81 million of net restructuring and other charges and $3 million of acquisition and integration costs. Results for the second quarter of fiscal 2012 included $32 million of net restructuring and other charges and $4 million of acquisition costs. Excluding these items, operating income increased in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012.

              Operating income was $652 million and $746 million in the first six months of fiscal 2013 and 2012, respectively. Results for the first six months of fiscal 2013 included $173 million of net restructuring and other charges and $8 million of acquisition and integration costs. Results for the first six months of fiscal 2012 included $50 million of net restructuring and other charges and $8 million of acquisition costs. Excluding these items, operating income increased in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012.

Non-Operating Items

Other Income (Expense), Net

              We recorded net other income of $9 million and $11 million in the quarters ended March 29, 2013 and March 30, 2012, respectively, primarily consisting of income pursuant to the Tax Sharing Agreement with Tyco International Ltd. ("Tyco International") and Covidien plc ("Covidien"). See Note 8 to the Condensed Consolidated Financial Statements for further information regarding the Tax Sharing Agreement.

              We recorded net other expense of $217 million and net other income of $12 million in the six months ended March 29, 2013 and March 30, 2012, respectively, primarily pursuant to the Tax Sharing Agreement with Tyco International and Covidien. The net expense in the six months ended March 29, 2013 includes $231 million related to the effective settlement of all undisputed tax matters for the period 1997 through 2000. See Note 9 to the Condensed Consolidated Financial Statements for additional information.

Income Taxes

              We recorded tax provisions of $60 million and $91 million for the quarters ended March 29, 2013 and March 30, 2012, respectively. The provision for the quarter ended March 29, 2013 reflects tax benefits recognized in connection with the lapse of statutes of limitations for examinations of prior year income tax returns in certain non-U.S. locations partially offset by charges related to adjustments to prior year income tax returns. In addition, the provision for the quarter ended March 29, 2013 reflects tax benefits recognized in connection with the extension of the U.S. research and development credit for fiscal 2012 enacted in January 2013 through the American Taxpayer Relief Act of 2012. The tax provision for the quarter ended March 30, 2012 reflects tax benefits recognized due to the lapse of statutes of limitations for examinations of prior year income tax returns in certain non-U.S. locations.

              We recorded an income tax benefit of $185 million and a tax provision of $179 million for the six months ended March 29, 2013 and March 30, 2012, respectively. The benefit for the six months ended March 29, 2013 reflects a $331 million income tax benefit related to the effective settlement of all undisputed tax matters for the period 1997 through 2000. In addition, the provision for the six months ended March 29, 2013 reflects tax benefits recognized in connection with the lapse of statutes of limitations for examinations of prior year income tax returns in certain non-U.S. locations partially offset by charges related to adjustments to prior year income tax returns. The provision for the six months ended March 30, 2012 reflects income tax expense associated with certain non-U.S. tax rate changes enacted during the quarter ended December 30, 2011.

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

              Loss from discontinued operations was $1 million and $10 million in the second quarters of fiscal 2013 and 2012, respectively. In the first six months of fiscal 2013 and 2012, loss from discontinued operations was $3 million and income from discontinued operations was $12 million, respectively.

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              During fiscal 2012, we sold our Touch Solutions and TE Professional Services businesses. These businesses met the held for sale and discontinued operations criteria and were included in discontinued operations. In the second quarter of fiscal 2012, we recorded a pre-tax impairment charge of $28 million, which is included in income (loss) from discontinued operations, net of income taxes on the Condensed Consolidated Statement of Operations, to write the carrying value of the TE Professional Services business down to its estimated fair value less costs to sell.

              On December 27, 2011, the New York Court of Claims entered judgment in our favor in the amount of $25 million, payment of which was received in the second quarter of fiscal 2012, in connection with our former Wireless Systems business's State of New York contract. This judgment resolved all outstanding issues between the parties in this matter. This partial recovery of a previously recognized loss, net of legal fees, is reflected in income (loss) from discontinued operations, net of income taxes on the Condensed Consolidated Statement of Operations for the six months ended March 30, 2012.

              See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding discontinued operations.

Results of Operations by Segment

Transportation Solutions

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	($ in millions)
Net sales	$1,385	$1,274	$2,649	$2,505
Operating income	$241	$196	$433	$380
Operating margin	17.4%	15.4%	16.3%	15.2%

              The following table provides an analysis of the change in the Transportation Solutions segment's net sales by primary industry end market⁽¹⁾:

	Change in Net Sales for the Quarter Ended March 29, 2013 versus Net Sales for the Quarter Ended March 30, 2012						Change in Net Sales for the Six Months Ended March 29, 2013 versus Net Sales for the Six Months Ended March 30, 2012
	Organic(2)		Translation(3)	Acquisition	Total		Organic(2)		Translation(3)	Acquisition	Total
	($ in millions)
Automotive	$32	2.5%	$(11)	$90	$111	8.7%	$20	0.8%	$(36)	$160	$144	5.7%

(1)

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

(2)

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.

(3)

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

Quarter Ended March 29, 2013 Compared to Quarter Ended March 30, 2012

              Net sales in our Transportation Solutions segment increased $111 million, or 8.7%, to $1,385 million in the second quarter of fiscal 2013 from $1,274 million in the second quarter of fiscal 2012. Organic net sales increased by $32 million, or 2.5%, in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012. The weakening of certain foreign currencies negatively affected net sales by $11 million, or 0.9%, in the second quarter of fiscal 2013 as compared to the same period of fiscal 2012. Deutsch contributed net sales of $90 million in the second quarter of fiscal 2013.

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              In the automotive end market, our organic net sales increased 2.5% in the second quarter of fiscal 2013 as compared to the same period of fiscal 2012. The increase was due primarily to growth of 8.1% in the Americas region and 4.0% in the Asia-Pacific region, partially offset by declines of 1.2% in the EMEA region. Growth in the Americas region was attributable to increased consumer demand. Growth in the Asia-Pacific region results from increased demand in China. In the EMEA region, declines resulted from decreased automotive production.

              In the second quarter of fiscal 2013, operating income in our Transportation Solutions segment increased $45 million to $241 million from $196 million in the second quarter of fiscal 2012. Segment results for the second quarter of fiscal 2013 included $18 million of net restructuring and other charges, of which $2 million related to restructuring programs associated with the acquisition of Deutsch. Segment results for the second quarter of fiscal 2013 also included $1 million of acquisition and integration costs related to the acquisition of Deutsch. Segment results for the second quarter of fiscal 2012 included $3 million of acquisition costs. Excluding these items, operating income increased in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012. The increase resulted primarily from higher volume, lower material costs, and manufacturing productivity gains, partially offset by price erosion.

Six Months Ended March 29, 2013 Compared to Six Months Ended March 30, 2012

              In the first six months of fiscal 2013, net sales in our Transportation Solutions segment increased $144 million, or 5.7%, to $2,649 million from $2,505 million in the first six months of fiscal 2012. Organic net sales increased by $20 million, or 0.8%, in the first six months of fiscal 2013 as compared to the same period of fiscal 2012. The weakening of certain foreign currencies negatively affected net sales by $36 million, or 1.4%, in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012. Deutsch contributed net sales of $160 million in the first six months of fiscal 2013.

              In the automotive end market, our organic net sales increased 0.8% in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012. The increase was due primarily to growth of 8.3% in the Americas region partially offset by declines of 2.4% in the EMEA region. The Asia-Pacific region was flat. Growth in the Americas region was driven by continued consumer demand resulting in increased vehicle production. In the EMEA region, declines resulted from decreased automotive production. In the Asia-Pacific region, increased demand in China was offset by declines in Japan.

              Operating income in our Transportation Solutions segment increased $53 million to $433 million in the first six months of fiscal 2013 from $380 million in the same period of fiscal 2012. Segment results for the first six months of fiscal 2013 included $28 million of net restructuring and other charges, of which $2 million related to restructuring programs associated with the acquisition of Deutsch. Segment results for the first six months of fiscal 2013 also included $4 million of acquisition and integration costs related to the acquisition of Deutsch. Segment results for the first six months of fiscal 2012 included $5 million of acquisition costs and $1 million of net restructuring and other charges. Excluding these items, operating income increased in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012. The increase resulted primarily from higher volume, lower material costs, and manufacturing productivity gains, partially offset by price erosion.

Network Solutions

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	($ in millions)
Net sales	$725	$815	$1,459	$1,617
Operating income	$19	$53	$55	$112
Operating margin	2.6%	6.5%	3.8%	6.9%

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

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
Telecom Networks	42%	39%	40%	38%
Data Communications	27	26	27	26
Enterprise Networks	20	20	20	20
Subsea Communications	11	15	13	16
Total	100%	100%	100%	100%

(1)

Industry end market information 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 the Network Solutions segment's net sales by primary industry end market:

	Change in Net Sales for the Quarter Ended March 29, 2013 versus Net Sales for the Quarter Ended March 30, 2012						Change in Net Sales for the Six Months Ended March 29, 2013 versus Net Sales for the Six Months Ended March 30, 2012
	Organic(1)		Translation(2)	Divestiture	Total		Organic(1)		Translation(2)	Divestiture	Total
	($ in millions)
Telecom Networks	$(18)	(5.5)%	$(1)	$—	$(19)	(5.9)%	$(35)	(5.5)%	$(4)	$—	$(39)	(6.3)%
Data Communications	(18)	(8.4)	(1)	3	(16)	(7.6)	(28)	(6.6)	(1)	2	(27)	(6.4)
Enterprise Networks	(14)	(8.6)	(2)	—	(16)	(9.8)	(27)	(8.2)	(3)	—	(30)	(9.3)
Subsea Communications	(39)	(32.2)	—	—	(39)	(32.2)	(62)	(24.6)	—	—	(62)	(24.6)
Total	$(89)	(10.9)%	$(4)	$3	$(90)	(11.0)%	$(152)	(9.4)%	$(8)	$2	$(158)	(9.8)%

(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.

Quarter Ended March 29, 2013 Compared to Quarter Ended March 30, 2012

              Net sales in our Network Solutions segment decreased $90 million, or 11%, to $725 million in the second quarter of fiscal 2013 from $815 million in the second quarter of fiscal 2012. Organic net sales decreased $89 million, or 10.9%, in the second quarter of fiscal 2013 from the same period of fiscal 2012. The weakening of certain foreign currencies negatively affected net sales by $4 million, or 0.5%, in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012.

              In the telecom networks end market, our organic net sales decreased 5.5% in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012 due primarily to market weakness and decreased capital investments by customers, particularly in the EMEA region. In the data communications end market, our organic net sales decreased 8.4% in the second quarter of fiscal 2013 from the second quarter of fiscal 2012 as a result of weakness in demand across all regions, particularly in datacenter markets. In the enterprise networks end market, our organic net sales decreased 8.6% in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012 with declines resulting primarily from market slowdowns in North America and the EMEA region. Organic net sales in the subsea communications end market decreased 32.2% in the second quarter of fiscal 2013 as compared to the same period of fiscal 2012 due to lower levels of project activity.

              In the second quarter of fiscal 2013, operating income in the Network Solutions segment decreased $34 million to $19 million from $53 million in the second quarter of fiscal 2012. Segment results included net restructuring and other charges of $26 million and $24 million in the second quarters of fiscal 2013 and 2012, respectively. Excluding these items, operating income decreased in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012. The decrease was attributable to lower volume and price erosion, partially offset by manufacturing productivity gains.

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Six Months Ended March 29, 2013 Compared to Six Months Ended March 30, 2012

              In the first six months of fiscal 2013, net sales in our Network Solutions segment decreased $158 million, or 9.8%, to $1,459 million from $1,617 million in the first six months of fiscal 2012. Organic net sales decreased $152 million, or 9.4%, in the first six months of fiscal 2013 from the first six months of fiscal 2012. The weakening of certain foreign currencies negatively affected net sales by $8 million, or 0.5%, in the first six months of fiscal 2013 as compared to the same period of fiscal 2012.

              In the telecom networks end market, our organic net sales decreased 5.5% in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012 due primarily to market weakness and decreased capital investments by customers, particularly in the EMEA and Asia regions. In the data communications end market, our organic net sales decreased 6.6% in the first six months of fiscal 2013 from the same period of fiscal 2012 as a result of weakness in demand across all regions, particularly in datacenter markets. In the enterprise networks end market, our organic net sales decreased 8.2% in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012 with declines resulting primarily from continued market slowdowns in North America and, to a lesser degree, the EMEA and Asia-Pacific regions. Organic net sales in the subsea communications end market decreased 24.6% in the first six months of fiscal 2013 as compared to the same period of fiscal 2012 due to lower levels of project activity.

              Operating income in the Network Solutions segment decreased $57 million to $55 million in the first six months of fiscal 2013 from $112 million in the first six months of fiscal 2012. Segment results included net restructuring and other charges of $50 million and $30 million in the first six months of fiscal 2013 and 2012, respectively. Excluding these items, operating income decreased in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012. The decrease resulted from lower volume and price erosion, partially offset by manufacturing productivity gains.

Industrial Solutions

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	($ in millions)
Net sales	$736	$711	$1,436	$1,396
Operating income	$78	$104	$148	$194
Operating margin	10.6%	14.6%	10.3%	13.9%

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

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
Industrial	38%	45%	38%	46%
Aerospace, Defense, and Marine	36	25	35	25
Energy	26	30	27	29
Total	100%	100%	100%	100%

(1)

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

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

	Change in Net Sales for the Quarter Ended March 29, 2013 versus Net Sales for the Quarter Ended March 30, 2012						Change in Net Sales for the Six Months Ended March 29, 2013 versus Net Sales for the Six Months Ended March 30, 2012
	Organic(1)		Translation(2)	Acquisition	Total		Organic(1)		Translation(2)	Acquisition	Total
	($ in millions)
Industrial	$(41)	(12.9)%	$(3)	$—	$(44)	(13.7)%	$(84)	(13.2)%	$(7)	$—	$(91)	(14.2)%
Aerospace, Defense, and Marine	2	1.2	1	82	85	47.2	(3)	(0.8)	(2)	160	155	44.0
Energy	(14)	(6.8)	(2)	—	(16)	(7.7)	(20)	(5.1)	(4)	—	(24)	(5.9)
Total	$(53)	(7.4)%	$(4)	$82	$25	3.5%	$(107)	(7.7)%	$(13)	$160	$40	2.9%

(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.

Quarter Ended March 29, 2013 Compared to Quarter Ended March 30, 2012

              Net sales in our Industrial Solutions segment increased $25 million, or 3.5%, to $736 million in the second quarter of fiscal 2013 from $711 million in the second quarter of fiscal 2012. Organic net sales decreased $53 million, or 7.4%, during the second quarter of fiscal 2013 as compared to the same period of fiscal 2012. The weakening of certain foreign currencies negatively affected net sales by $4 million, or 0.6%, in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012. Deutsch contributed net sales of $82 million in the second quarter of fiscal 2013.

              In the industrial end market, our organic net sales decreased 12.9% in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012 due to continued market weakness across all regions, particularly in the EMEA region, and share loss in the solar market. In the aerospace, defense, and marine end market, our organic net sales increased 1.2% in the second quarter of fiscal 2013 from the second quarter of fiscal 2012 as increased production in the commercial aviation market and growth in the marine market resulting from increased oil and gas exploration was largely offset by a slowdown in defense spending. In the energy end market, our organic net sales decreased 6.8% in the second quarter of fiscal 2013 as compared to the same period of fiscal 2012 as a result of market declines in the Americas and Asia-Pacific regions.

              In the second quarter of fiscal 2013, operating income in the Industrial Solutions segment decreased $26 million to $78 million from $104 million in the second quarter of fiscal 2012. Segment results for the second quarter of fiscal 2013 included $21 million of net restructuring and other charges, of which $1 million related to restructuring programs associated with the acquisition of Deutsch. Segment results for the second quarter of fiscal 2013 also included $2 million of acquisition and integration costs related to the acquisition of Deutsch. Segment results for the second quarter of fiscal 2012 included $1 million of net restructuring and other charges and $1 million of acquisition costs. Excluding these items, operating income decreased in the second quarter of fiscal 2013 as compared to the same period of fiscal 2012. The decrease resulted from the lower volume and, to a lesser degree, price erosion, partially offset by manufacturing productivity gains.

Six Months Ended March 29, 2013 Compared to Six Months Ended March 30, 2012

              In the first six months of fiscal 2013, net sales in our Industrial Solutions segment increased $40 million, or 2.9%, to $1,436 million from $1,396 million in the same period of fiscal 2012. Organic net sales decreased $107 million, or 7.7%, during the first six months of fiscal 2013 as compared to the first six months of fiscal 2012. The weakening of certain foreign currencies negatively affected net sales by $13 million, or 0.9%, in the first six months of fiscal 2013 as compared to the same period of fiscal 2012. Deutsch contributed net sales of $160 million in the first six months of fiscal 2013.

              In the industrial end market, our organic net sales decreased 13.2% in the first six months of fiscal 2013 as compared to the same period of fiscal 2012 due to continued market weakness across all regions, particularly in the

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Asia-Pacific and EMEA regions, and share loss in the solar market. In the aerospace, defense, and marine end market, our organic net sales decreased 0.8% in the first six months of fiscal 2013 from the first six months of fiscal 2012 as a slowdown in defense spending was offset by increased production in the commercial aviation market and market share gains in oil and gas exploration. In the energy end market, our organic net sales decreased 5.1% in the first six months of fiscal 2013 as compared to the same period of fiscal 2012 as a result of market declines in the Americas and Asia-Pacific regions.

              Operating income in the Industrial Solutions segment decreased $46 million to $148 million in the first six months of fiscal 2013 from $194 million in the same period of fiscal 2012. Segment results for the first six months of fiscal 2013 included $33 million of net restructuring and other charges, of which $1 million related to restructuring programs associated with the acquisition of Deutsch. Segment results for the first six months of fiscal 2013 also included $4 million of acquisition and integration costs related to the acquisition of Deutsch. Segment results for the first six months of fiscal 2012 included $9 million of net restructuring and other charges and $3 million of acquisition costs. Excluding these items, operating income decreased in the first six months of fiscal 2013 as compared to the same period of fiscal 2012. The decrease was due to the lower volume and, to a lesser degree, unfavorable material costs and price erosion, partially offset by manufacturing productivity gains.

Consumer Solutions

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	($ in millions)
Net sales	$419	$449	$855	$901
Operating income	$21	$32	$16	$60
Operating margin	5.0%	7.1%	1.9%	6.7%

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

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
Consumer Devices	58%	58%	61%	60%
Appliance	42	42	39	40
Total	100%	100%	100%	100%

(1)

Industry end market information 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 the Consumer Solutions segment's net sales by primary industry end market:

	Change in Net Sales for the Quarter Ended March 29, 2013 versus Net Sales for the Quarter Ended March 30, 2012					Change in Net Sales for the Six Months Ended March 29, 2013 versus Net Sales for the Six Months Ended March 30, 2012
	Organic(1)		Translation(2)	Total		Organic(1)		Translation(2)	Total
	($ in millions)
Consumer Devices	$(10)	(3.9)%	$(5)	$(15)	(5.8)%	$(13)	(2.6)%	$(9)	$(22)	(4.1)%
Appliance	(13)	(7.0)	(2)	(15)	(7.9)	(20)	(5.6)	(4)	(24)	(6.6)
Total	$(23)	(5.1)%	$(7)	$(30)	(6.7)%	$(33)	(3.7)%	$(13)	$(46)	(5.1)%

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

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Quarter Ended March 29, 2013 Compared to Quarter Ended March 30, 2012

              In the second quarter of fiscal 2013, net sales in our Consumer Solutions segment decreased $30 million, or 6.7%, to $419 million from $449 million in the second quarter of fiscal 2012. Organic net sales decreased $23 million, or 5.1%, during the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012. The weakening of certain foreign currencies negatively affected net sales by $7 million, or 1.6%, in the second quarter of fiscal 2013 as compared to the same period of fiscal 2012.

              In the consumer devices end market, our organic net sales decreased 3.9% in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012 as share gains in the mobile phone and tablet markets were more than offset by declines in the personal computer market. In the appliance end market, our organic net sales decreased 7.0% in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012 due primarily to declines in the EMEA and Americas regions.

              Operating income in the Consumer Solutions segment decreased $11 million to $21 million in the second quarter of fiscal 2013 as compared to $32 million in the second quarter of fiscal 2012. Segment results included net restructuring and other charges of $16 million and $7 million in the second quarters of fiscal 2013 and 2012, respectively. Excluding these items, operating income was flat in the second quarter of fiscal 2013 as compared to the second quarter of fiscal 2012. Manufacturing productivity gains were offset by price erosion.

Six Months Ended March 29, 2013 Compared to Six Months Ended March 30, 2012

              Net sales in our Consumer Solutions segment decreased $46 million, or 5.1%, to $855 million in the first six months of fiscal 2013 from $901 million in the first six months of fiscal 2012. Organic net sales decreased $33 million, or 3.7%, during the first six months of fiscal 2013 as compared to the same period of fiscal 2012. The weakening of certain foreign currencies negatively affected net sales by $13 million, or 1.4%, in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012.

              In the consumer devices end market, our organic net sales decreased 2.6% in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012 due to weakness in the personal computer market, partially offset by increased demand in the mobile phone and tablet markets. In the appliance end market, our organic net sales decreased 5.6% in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012 due primarily to declines in the EMEA region.

              Operating income in the Consumer Solutions segment decreased $44 million to $16 million in the first six months of fiscal 2013 as compared to $60 million in the first six months of fiscal 2012. Segment results included net restructuring and other charges of $62 million and $10 million in the first six months of fiscal 2013 and 2012, respectively. Excluding these items, operating income increased in the first six months of fiscal 2013 as compared to the first six months of fiscal 2012. The increase was attributable to manufacturing productivity gains partially offset by price erosion.

Liquidity and Capital Resources

              The following table summarizes our cash flow from operating, investing, and financing activities, as reflected on the Condensed Consolidated Statements of Cash Flows:

	For the Six Months Ended
	March 29, 2013	March 30, 2012
	(in millions)
Net cash provided by operating activities	$837	$729
Net cash used in investing activities	(232)	(271)
Net cash provided by (used in) financing activities	(1,120)	1,183
Effect of currency translation on cash	(1)	7
Net increase (decrease) in cash and cash equivalents	$(516)	$1,648

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              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 5.95% senior notes due in January 2014. 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. 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 six months of fiscal 2013, net cash provided by continuing operating activities increased $163 million to $839 million from $676 million in the first six months of fiscal 2012. The increase resulted from higher income from continuing operations and improved working capital.

              The amount of income taxes paid, net of refunds, was $173 million and $168 million during the first six months of fiscal 2013 and 2012, respectively. Net cash payments during the first six months of fiscal 2013 and 2012 included $67 million and $18 million, respectively, for tax deficiencies related to U.S. tax matters for the years 1997 through 2000. We expect net cash receipts related to pre-separation tax matters of approximately $36 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 receipts from and payments to Tyco International and Covidien under the Tax Sharing Agreement for tax matters where they are the primary obligor to the taxing authorities. See Note 9 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 performance and ability to generate cash. Free cash flow was $657 million in the first six months of fiscal 2013 as compared to $451 million in the first six months of fiscal 2012. The increase was primarily driven by improved working capital. 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 Six Months Ended
	March 29, 2013	March 30, 2012
	(in millions)
Net cash provided by continuing operating activities	$839	$676
Capital expenditures	(253)	(270)
Proceeds from sale of property, plant, and equipment	4	7
Payments related to pre-separation U.S. tax matters, net	67	18
Payments to settle acquisition-related foreign currency derivative contracts	—	20
Free cash flow	$657	$451

Cash Flows from Investing Activities

              In the first six months of fiscal 2013, capital spending decreased $17 million to $253 million from $270 million in the first six months of fiscal 2012. We expect fiscal 2013 capital spending levels to be approximately 4 to 5% of net sales. We believe our capital funding levels are adequate to support new programs and to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities.

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Cash Flows from Financing Activities and Capitalization

              Total debt at March 29, 2013 and September 28, 2012 was $3,030 million and $3,711 million, respectively. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding debt.

              Tyco Electronics Group S.A. ("TEGSA"), our 100%-owned subsidiary, has a five-year unsecured senior revolving credit facility ("Credit Facility") with total commitments of $1,500 million. This facility expires in June 2016. TEGSA had no borrowings under the Credit Facility at March 29, 2013 and September 28, 2012.

              The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt (as defined in the Credit Facility) to Consolidated EBITDA (as defined in the Credit Facility) 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 Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of March 29, 2013, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future.

              In addition to the Credit Facility, TEGSA is the borrower under the outstanding senior notes and outstanding commercial paper. TEGSA's payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed by its parent, 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 issued by ADC Telecommunications, Inc. prior to its acquisition in December 2010.

              Payment of common share dividends and cash distributions to shareholders were $177 million and $153 million in the first six months of fiscal 2013 and 2012, respectively. We paid a $0.21 cash distribution to shareholders in the form of a capital reduction to the par value of our common shares in each of the first and second quarters of fiscal 2013. These capital reductions reduced the par value of our common shares from 0.97 Swiss Francs ("CHF") (equivalent to $0.86) to CHF 0.57 (equivalent to $0.44).

              In March 2013, our shareholders approved a dividend payment to shareholders of CHF 0.96 (equivalent to $1.00) per share out of contributed surplus, payable in four equal quarterly installments of $0.25 per share beginning in the third quarter of fiscal 2013 through the second quarter of fiscal 2014.

              During the first six months of fiscal 2013, we repurchased approximately 11 million of our common shares for $409 million under our share repurchase authorization. During the first six months of fiscal 2012, we did not purchase any of our common shares. At March 29, 2013, we had $898 million of availability remaining under our share repurchase authorization.

Backlog

              At March 29, 2013, we had a backlog of unfilled orders of $2,673 million compared to a backlog of $2,633 million at September 28, 2012. Backlog by reportable segment was as follows:

	March 29, 2013	September 28, 2012
	(in millions)
Transportation Solutions	$969	$874
Network Solutions	634	744
Industrial Solutions	787	743
Consumer Solutions	283	272
Total	$2,673	$2,633

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Commitments and Contingencies

Income Tax Matters

              Effective June 29, 2007, we became the parent company of the former electronics businesses of Tyco International. On June 29, 2007, Tyco International distributed all of our shares, as well as its shares of its former healthcare businesses ("Covidien"), to its common shareholders (the "separation").

              In connection with the separation, we entered into a Tax Sharing Agreement that generally governs our, Tyco International's, and Covidien's respective rights, responsibilities, and obligations after the distribution with respect to taxes, including ordinary course of business taxes and taxes, if any, incurred as a result of any failure of the distribution of all of our shares or the shares of Covidien to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Internal Revenue Code (the "Code") or certain internal transactions undertaken in anticipation of the spin-offs to qualify for tax-favored treatment under the Code.

              Pursuant to the Tax Sharing Agreement, upon separation, we entered into certain guarantee commitments and indemnifications with Tyco International and Covidien. Under 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. See Note 8 to the Condensed Consolidated Financial Statements for additional information regarding the Tax Sharing Agreement.

              During fiscal 2007, the Internal Revenue Service ("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 that reflect the IRS' determination of proposed tax adjustments for the 1997 through 2000 period. 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. The penalties were asserted against a prior subsidiary of Tyco International that was distributed to us in connection with the separation. Tyco International appealed certain of the proposed adjustments for the years 1997 through 2000, and Tyco International has now resolved all but one of the matters associated with the proposed tax adjustments, including reaching an agreement with the IRS on the penalty adjustment. In October 2012, the IRS issued special agreement Forms 870-AD, effectively settling its audit of all tax matters for the period 1997 through 2000, excluding one issue that remains in dispute as described below. As a result of these developments, in the first six months of fiscal 2013, we recognized an income tax benefit of $331 million and other expense of $231 million pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

              The disputed issue involves the tax treatment of certain intercompany debt transactions. The IRS has asserted that certain intercompany loans originating during the period 1997 through 2000 did not constitute debt for U.S. federal income tax purposes and has disallowed related interest deductions recognized on Tyco International's U.S. income tax returns during the period. Tyco International contends that the intercompany financing qualified as debt for U.S. tax purposes and that the interest deductions reflected on the income tax returns are appropriate. The IRS and Tyco International remain unable to resolve this matter through the IRS appeals process. We understand that Tyco International expects to receive statutory notices of deficiency from the IRS in our third quarter of fiscal 2013. Upon receipt of these statutory notices, we expect that Tyco International will commence litigation of this matter with the IRS in U.S. federal court. Based upon relevant facts surrounding the intercompany debt transactions, relevant tax regulations, and applicable case law, we believe that we are adequately reserved for this matter. However, the ultimate outcome is uncertain and if the IRS were to prevail on its assertions, our share of the assessed tax, deficiency interest, and applicable withholding taxes and penalties could have a material adverse impact on our results of operations, financial position, or cash flows.

              During the first six months of fiscal 2013, we made payments of $67 million for tax deficiencies related to undisputed tax adjustments for the years 1997 through 2000. Tyco International's income tax returns for the years 2001 through 2004 remain subject to adjustment by the IRS upon ultimate resolution of the disputed issue involving certain intercompany loans originated during the period 1997 through 2000. Over the next twelve months, we expect net cash receipts of approximately $36 million, inclusive of related indemnification receipts and payments, in connection with these pre-separation tax matters.

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

              During fiscal 2012, the IRS commenced its audit of our income tax returns for the years 2008 through 2010.

              At March 29, 2013 and September 28, 2012, we have reflected $13 million and $71 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.

              At March 29, 2013, 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 was completed for 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 2013 through the completion of such transactions. The guarantees would be triggered in the event of nonperformance, and the potential exposure for nonperformance under the guarantees would not have a material effect on our results of operations, financial position, or cash flows.

              In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows.

              At March 29, 2013, we had outstanding letters of credit and letters of guarantee in the amount of $359 million.

              We have recorded liabilities for known indemnifications included as part of environmental liabilities. See Note 9 to the Condensed Consolidated Financial Statements for a discussion of these liabilities.

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              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.

              Upon separation, we entered into a Tax Sharing Agreement, under which we share responsibility for certain of our, Tyco International's, and Covidien's income tax liabilities based on a sharing formula for periods prior to and including June 29, 2007. We, Tyco International, and Covidien share 31%, 27%, and 42%, respectively, of U.S. income tax liabilities that arise from adjustments made by tax authorities to our, Tyco International's, and Covidien's U.S. income tax returns. 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 460, Guarantees, and, accordingly, liabilities amounting to $241 million were recorded on the Condensed Consolidated Balance Sheet at March 29, 2013. See Notes 8 and 9 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 make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses.

              Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, pension and postretirement benefits, acquisitions, and contingent liabilities are based on, among other things, judgments and assumptions made by management. During the six months ended March 29, 2013, 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 28, 2012.

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, and divestitures. 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.

              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

50

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 performance and ability to generate cash. It also is a significant component in our incentive compensation plans. We believe free cash flow provides useful information to investors as it provides insight into the primary cash flow metric used by management to monitor and evaluate cash flows generated from our operations.

              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, also are 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 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. It should not be inferred that the entire free cash flow amount is available for future discretionary expenditures, as our definition of free cash flow does not consider certain non-discretionary expenditures, such as debt payments. In addition, we may have other discretionary expenditures, such as discretionary dividends, share repurchases, and business acquisitions, that are not considered in the calculation of free cash flow.

              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.

51

              The following and other risks, which are described in greater detail in "Part I. Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 28, 2012, 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;

•

Ability to achieve cost savings from restructurings;

•

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 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;

•

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.

52

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

              There have been no significant changes in our exposures to market risk during the first six months of fiscal 2013. 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 28, 2012.

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 March 29, 2013. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of March 29, 2013.

Deutsch Acquisition

              Securities and Exchange Commission guidance permits management to omit an assessment of an acquired business' internal control over financial reporting from management's assessment of internal control over financial reporting for a period not to exceed one year. In accordance with this guidance, we excluded the Deutsch operations, acquired on April 3, 2012, from the scope of our annual assessment of the effectiveness of internal control over financial reporting for the year ended September 28, 2012. The Deutsch operations will be included in our annual assessment for the year ending September 27, 2013.

Changes in Internal Control Over Financial Reporting

              During the quarter ended March 29, 2013, 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.

53

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 28, 2012. 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 28, 2012.

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 28, 2012. The risk factors described in our Annual Report on Form 10-K, in addition to other information set forth 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.

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 March 29, 2013:

Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share(1)	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)
December 29, 2012 - January 25, 2013	10,518	$37.62	—	$1,129,276,827
January 26 - March 1, 2013	2,778,520	40.05	2,775,226	1,018,138,109
March 2 - March 29, 2013	2,877,381	41.75	2,877,300	898,015,466
Total	5,666,419	$40.91	5,652,526

(1)

This column includes the following transactions which occurred during the quarter ended March 29, 2013:

(i)

the acquisition of 13,893 common shares from individuals in order to satisfy tax withholding requirements in connection with the vesting of restricted share awards issued under equity compensation plans; and



(ii)

open market purchases totaling 5,652,526 common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007.

(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.

54

ITEM 6.   EXHIBITS

Exhibit Number	Exhibit
3.1	Articles of Association of TE Connectivity Ltd. (Incorporated by reference to Exhibit 3.1 to TE Connectivity's Current Report on Form 8-K, filed March 7, 2013)
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 March 29, 2013, filed on April 24, 2013, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) 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 28, 2012, 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.

55

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/ ROBERT W. HAU Robert W. Hau Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: April 24, 2013

56

EX-31.1

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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: April 24, 2013

/s/ THOMAS J. LYNCH

Thomas J. Lynch
Chief Executive Officer

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EX-31.2

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Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Robert W. Hau, 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: April 24, 2013

/s/ ROBERT W. HAU

Robert W. Hau
Executive Vice President and Chief Financial Officer

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Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

EX-32.1

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Exhibit 32.1

TE CONNECTIVITY LTD.
CERTIFICATION 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 March 29, 2013 (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

April 24, 2013

/s/ ROBERT W. HAU
Robert W. Hau
Executive Vice President and Chief Financial Officer

April 24, 2013

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Exhibit 32.1

TE CONNECTIVITY LTD. CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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Restructuring and Other Charges, Net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012
Restructuring and other charges:
Restructuring charges, net	$ 86	$ 32	$ 178	$ 50
Gain on divestiture	(5)		(5)
Restructuring and other charges, net	81	32	173	50
Transportation Solutions
Restructuring and other charges:
Restructuring charges, net	18		28	1
Network Solutions
Restructuring and other charges:
Restructuring charges, net	31	24	55	30
Industrial Solutions
Restructuring and other charges:
Restructuring charges, net	21	1	33	9
Consumer Solutions
Restructuring and other charges:
Restructuring charges, net	$ 16	$ 7	$ 62	$ 10

XML

Other Income (Expense), Net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012
Other Income (Expense), Net
Other income (expense), net	$ 9	$ 11	$ (217)	$ 12
Other nonoperating expense, settlement of certain U.S. tax matters			$ 231

XML

Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended			3 Months Ended
	Mar. 29, 2013	Sep. 28, 2012	Mar. 29, 2013 Environmental Matters	Mar. 29, 2013 Tax Sharing Agreement	Mar. 29, 2013 Com-Net
Loss Contingencies
Liabilities sharing percent, entity				31.00%
Liabilities sharing percent, Tyco International				27.00%
Liabilities sharing percent, Covidien				42.00%
Income tax benefit associated with completion of fieldwork and settlement of certain U.S. tax matters	$ 331
Other nonoperating expense, settlement of certain U.S. tax matters	231
Payments for tax deficiencies related to undisputed tax adjustments for years 1997 through 2000	67
Net cash receipts expected to be received in the next 12 months as a result of the settlement of certain tax matters	36
Liabilities related to the audits of Tyco International and our income tax returns	13	71
Loss contingency, range of possible loss, minimum			13
Loss contingency, range of possible loss, maximum			24		80
Loss contingency, estimate of probable loss			14
Loss contingency, accrual carrying value, current			3
Loss contingency, accrual carrying value, noncurrent			$ 11

XML

Earnings Per Share (Details) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012
Weighted average shares outstanding:
Basic (in shares)	420	427	421	426
Dilutive impact of share-based compensation arrangements (in shares)	4	4	4	4
Diluted (in shares)	424	431	425	430
Share options
Antidilutive shares excluded from computation of earnings per share
Antidilutive shares excluded from computation of earnings per share	5	6	6	11

XML

Debt (Details) (USD $)	6 Months Ended
	Mar. 29, 2013	Sep. 28, 2012
Debt Instrument:
Total debt	$ 3,030,000,000	$ 3,711,000,000
Less current maturities of long-term debt	715,000,000	1,015,000,000
Long-term debt	2,315,000,000	2,696,000,000
Ownership percentage in TEGSA	100.00%
Debt instrument, fair value	3,317,000,000	4,034,000,000
6.00% senior notes due 2012
Debt Instrument:
Total debt		714,000,000
Debt instrument, interest rate (as a percent)		6.00%
5.95% senior notes due 2014
Debt Instrument:
Total debt	300,000,000	300,000,000
Debt instrument, interest rate (as a percent)	5.95%
1.60% senior notes due 2015
Debt Instrument:
Total debt	250,000,000	250,000,000
Debt instrument, interest rate (as a percent)	1.60%
6.55% senior notes due 2017
Debt Instrument:
Total debt	730,000,000	732,000,000
Debt instrument, interest rate (as a percent)	6.55%
4.875% senior notes due 2021
Debt Instrument:
Total debt	272,000,000	274,000,000
Debt instrument, interest rate (as a percent)	4.875%
3.50% senior notes due 2022
Debt Instrument:
Total debt	498,000,000	498,000,000
Debt instrument, interest rate (as a percent)	3.50%
7.125% senior notes due 2037
Debt Instrument:
Total debt	475,000,000	475,000,000
Debt instrument, interest rate (as a percent)	7.125%
3.5% convertible subordinated notes due 2015
Debt Instrument:
Total debt	89,000,000	90,000,000
Debt instrument, interest rate (as a percent)	3.50%
Commercial paper
Debt Instrument:
Total debt	350,000,000	300,000,000
Debt instrument, weighted-average interest rate at period end (as a percent)	0.32%	0.40%
Other Debt
Debt Instrument:
Total debt	66,000,000	78,000,000
Five-Year Credit Facility
Debt Instrument:
Revolving credit line, term	5 years
Maximum borrowing capacity	1,500,000,000
Borrowings under the Credit Facility	$ 0	$ 0

XML

Fair Value Measurements (Tables)

6 Months Ended

Mar. 29, 2013

Fair Value Measurements

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

	Fair Value Measurements Using Inputs Considered as
Description	Level 1	Level 2	Level 3	Fair Value
	(in millions)
March 29, 2013:
Assets:
Commodity swap contracts(1)	$1	$—	$—	$1
Interest rate swaps	—	23	—	23
Investment swaps	—	3	—	3
Foreign currency contracts(1)	—	6	—	6
Rabbi trust assets	3	80	—	83
Total assets at fair value	$4	$112	$—	$116
Liabilities:
Commodity swap contracts(1)	$15	$—	$—	$15
Foreign currency contracts(1)	—	9	—	9
Total liabilities at fair value	$15	$9	$—	$24
September 28, 2012:
Assets:
Commodity swap contracts(1)	$18	$—	$—	$18
Interest rate swaps	—	26	—	26
Investment swaps	—	1	—	1
Foreign currency contracts(1)	—	4	—	4
Rabbi trust assets	4	79	—	83
Total assets at fair value	$22	$110	$—	$132
Liabilities:
Commodity swap contracts(1)	$1	$—	$—	$1
Foreign currency contracts(1)	—	3	—	3
Total liabilities at fair value	$1	$3	$—	$4

(1)

Contracts are presented gross without regard to any right of offset that exists. See Note 10 for a reconciliation of amounts to the Condensed Consolidated Balance Sheets.

XML

Share Plans (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended						6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013 Share options	Mar. 29, 2013 Restricted share awards	Mar. 29, 2013 Performance Share Awards	Sep. 28, 2012 Performance Share Awards	Mar. 29, 2013 Performance Share Awards Minimum	Mar. 29, 2013 Performance Share Awards Maximum
Share Based Compensation Arrangements:
Share-based compensation expenses	$ 19	$ 18	$ 40	$ 35
Share Based Compensation Costs Not Recognized
Share-based compensation, share-based awards, total compensation cost not yet recognized	$ 162		$ 162
Share-based compensation, share-based awards, total compensation cost not yet recognized, expected period for recognition			2 years
Share options granted					2,800,000
Non-vested share awards granted						1,500,000	300,000
Share options, weighted-average grant-date fair value (in dollars per share)					$ 8.57
Non-vested shares granted, weighted-average grant-date fair value (in dollars per share)						$ 34.05	$ 34.05
Pay-out of performance share award (as a percent)									0.00%	200.00%
Additional pay-out of performance share award (as a percent)							100.00%
Vesting period							3 years
Share awards outstanding								0
Shares available for issuance	26,000,000		26,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology
Expected share price volatility (as a percent)			34.00%
Risk free interest rate (as a percent)			0.90%
Expected annual dividend per share			$ 0.84
Expected life of options			6 years

XML

Tyco Electronics Group S.A.

6 Months Ended

Mar. 29, 2013

Tyco Electronics Group S.A.

Tyco Electronics Group S.A.

19. 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 Facility, 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 March 29, 2013

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$3,265	$—	$3,265
Cost of sales	—	—	2,213	—	2,213
Gross margin	—	—	1,052	—	1,052
Selling, general, and administrative expenses	33	2	403	—	438
Research, development, and engineering expenses	—	—	171	—	171
Acquisition and integration costs	—	—	3	—	3
Restructuring and other charges, net	—	—	81	—	81
Operating income (loss)	(33)	(2)	394	—	359
Interest income	—	—	5	—	5
Interest expense	—	(34)	(1)	—	(35)
Other income, net	—	—	9	—	9
Equity in net income of subsidiaries	315	337	—	(652)	—
Equity in net loss of subsidiaries from discontinued operations	(1)	(1)	—	2	—
Intercompany interest and fees	(4)	14	(10)	—	—
Income from continuing operations before income taxes	277	314	397	(650)	338
Income tax expense	—	—	(60)	—	(60)
Income from continuing operations	277	314	337	(650)	278
Loss from discontinued operations, net of income taxes	—	—	(1)	—	(1)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	277	314	336	(650)	277
Other comprehensive loss	(122)	(122)	(124)	246	(122)
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$155	$192	$212	$(404)	$155

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Quarter Ended March 30, 2012

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$3,249	$—	$3,249
Cost of sales	—	—	2,228	—	2,228
Gross margin	—	—	1,021	—	1,021
Selling, general, and administrative expenses, net	39	(50)	438	—	427
Research, development, and engineering expenses	—	—	173	—	173
Acquisition costs	—	—	4	—	4
Restructuring and other charges, net	—	—	32	—	32
Operating income (loss)	(39)	50	374	—	385
Interest income	—	—	7	—	7
Interest expense	—	(43)	(1)	—	(44)
Other income, net	—	—	11	—	11
Equity in net income of subsidiaries	309	285	—	(594)	—
Equity in net loss of subsidiaries of discontinued operations	(10)	(10)	—	20	—
Intercompany interest and fees	(3)	17	(14)	—	—
Income from continuing operations before income taxes	257	299	377	(574)	359
Income tax expense	—	—	(91)	—	(91)
Income from continuing operations	257	299	286	(574)	268
Loss from discontinued operations, net of income taxes	—	—	(10)	—	(10)
Net income	257	299	276	(574)	258
Less: net income attributable to noncontrolling interests	—	—	(1)	—	(1)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	257	299	275	(574)	257
Other comprehensive income	139	139	140	(279)	139
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$396	$438	$415	$(853)	$396

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Six Months Ended March 29, 2013

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$6,399	$—	$6,399
Cost of sales	—	—	4,358	—	4,358
Gross margin	—	—	2,041	—	2,041
Selling, general, and administrative expenses	74	3	789	—	866
Research, development, and engineering expenses	—	—	342	—	342
Acquisition and integration costs	—	—	8	—	8
Restructuring and other charges, net	—	—	173	—	173
Operating income (loss)	(74)	(3)	729	—	652
Interest income	—	—	9	—	9
Interest expense	—	(68)	(4)	—	(72)
Other expense, net	—	—	(217)	—	(217)
Equity in net income of subsidiaries	638	682	—	(1,320)	—
Equity in net loss of subsidiaries from discontinued operations	(3)	(3)	—	6	—
Intercompany interest and fees	(7)	27	(20)	—	—
Income from continuing operations before income taxes	554	635	497	(1,314)	372
Income tax benefit	—	—	185	—	185
Income from continuing operations	554	635	682	(1,314)	557
Loss from discontinued operations, net of income taxes	—	—	(3)	—	(3)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	554	635	679	(1,314)	554
Other comprehensive loss	(95)	(95)	(100)	195	(95)
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$459	$540	$579	$(1,119)	$459

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Six Months Ended March 30, 2012

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$6,419	$—	$6,419
Cost of sales	—	—	4,455	—	4,455
Gross margin	—	—	1,964	—	1,964
Selling, general, and administrative expenses, net	55	(49)	804	—	810
Research, development, and engineering expenses	—	—	350	—	350
Acquisition costs	—	2	6	—	8
Restructuring and other charges, net	—	—	50	—	50
Operating income (loss)	(55)	47	754	—	746
Interest income	—	—	12	—	12
Interest expense	—	(80)	(3)	—	(83)
Other income, net	—	—	12	—	12
Equity in net income of subsidiaries	565	565	—	(1,130)	—
Equity in net income of subsidiaries of discontinued operations	12	12	—	(24)	—
Intercompany interest and fees	(5)	33	(28)	—	—
Income from continuing operations before income taxes	517	577	747	(1,154)	687
Income tax expense	—	—	(179)	—	(179)
Income from continuing operations	517	577	568	(1,154)	508
Income from discontinued operations, net of income taxes	—	—	12	—	12
Net income	517	577	580	(1,154)	520
Less: net income attributable to noncontrolling interests	—	—	(3)	—	(3)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	517	577	577	(1,154)	517
Other comprehensive loss	(39)	(39)	(38)	77	(39)
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$478	$538	$539	$(1,077)	$478

Condensed Consolidating Balance Sheet (UNAUDITED)
As of March 29, 2013

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$—	$—	$1,073	$—	$1,073
Accounts receivable, net	—	—	2,214	—	2,214
Inventories	—	—	1,803	—	1,803
Intercompany receivables	21	—	32	(53)	—
Prepaid expenses and other current assets	19	2	465	—	486
Deferred income taxes	—	—	288	—	288
Total current assets	40	2	5,875	(53)	5,864
Property, plant, and equipment, net	—	—	3,114	—	3,114
Goodwill	—	—	4,279	—	4,279
Intangible assets, net	—	—	1,291	—	1,291
Deferred income taxes	—	—	2,339	—	2,339
Investment in subsidiaries	8,215	17,398	—	(25,613)	—
Intercompany loans receivable	11	3,222	9,524	(12,757)	—
Receivable from Tyco International Ltd. and Covidien plc	—	—	963	—	963
Other assets	—	37	253	—	290
Total Assets	$8,266	$20,659	$27,638	$(38,423)	$18,140
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$—	$650	$65	$—	$715
Accounts payable	—	—	1,348	—	1,348
Accrued and other current liabilities	497	49	1,186	—	1,732
Deferred revenue	—	—	106	—	106
Intercompany payables	32	—	21	(53)	—
Total current liabilities	529	699	2,726	(53)	3,901
Long-term debt	—	2,225	90	—	2,315
Intercompany loans payable	4	9,520	3,233	(12,757)	—
Long-term pension and postretirement liabilities	—	—	1,312	—	1,312
Deferred income taxes	—	—	448	—	448
Income taxes	—	—	1,899	—	1,899
Other liabilities	—	—	532	—	532
Total Liabilities	533	12,444	10,240	(12,810)	10,407
Total Equity	7,733	8,215	17,398	(25,613)	7,733
Total Liabilities and Equity	$8,266	$20,659	$27,638	$(38,423)	$18,140

Condensed Consolidating Balance Sheet (UNAUDITED)
As of September 28, 2012

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$—	$—	$1,589	$—	$1,589
Accounts receivable, net	1	—	2,342	—	2,343
Inventories	—	—	1,808	—	1,808
Intercompany receivables	16	—	29	(45)	—
Prepaid expenses and other current assets	2	1	471	—	474
Deferred income taxes	—	—	289	—	289
Total current assets	19	1	6,528	(45)	6,503
Property, plant, and equipment, net	—	—	3,213	—	3,213
Goodwill	—	—	4,308	—	4,308
Intangible assets, net	—	—	1,352	—	1,352
Deferred income taxes	—	—	2,460	—	2,460
Investment in subsidiaries	8,192	17,341	—	(25,533)	—
Intercompany loans receivable	11	2,779	8,361	(11,151)	—
Receivable from Tyco International Ltd. and Covidien plc	—	—	1,180	—	1,180
Other assets	—	40	250	—	290
Total Assets	$8,222	$20,161	$27,652	$(36,729)	$19,306
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$—	$1,014	$1	$—	$1,015
Accounts payable	2	—	1,290	—	1,292
Accrued and other current liabilities	210	70	1,296	—	1,576
Deferred revenue	—	—	121	—	121
Intercompany payables	29	—	16	(45)	—
Total current liabilities	241	1,084	2,724	(45)	4,004
Long-term debt	—	2,529	167	—	2,696
Intercompany loans payable	4	8,356	2,791	(11,151)	—
Long-term pension and postretirement liabilities	—	—	1,353	—	1,353
Deferred income taxes	—	—	448	—	448
Income taxes	—	—	2,311	—	2,311
Other liabilities	—	—	517	—	517
Total Liabilities	245	11,969	10,311	(11,196)	11,329
Total Equity	7,977	8,192	17,341	(25,533)	7,977
Total Liabilities and Equity	$8,222	$20,161	$27,652	$(36,729)	$19,306

Condensed Consolidating Statement of Cash Flows (UNAUDITED)
For the Six Months Ended March 29, 2013

	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	$(68)	$(62)	$969	$—	$839
Net cash used in discontinued operating activities	—	—	(2)	—	(2)
Net cash provided by (used in) operating activities	(68)	(62)	967	—	837
Cash Flows From Investing Activities:
Capital expenditures	—	—	(253)	—	(253)
Proceeds from sale of property, plant, and equipment	1	—	3	—	4
Change in intercompany loans	—	721	—	(721)	—
Other	—	—	17	—	17
Net cash provided by (used in) investing activities	1	721	(233)	(721)	(232)
Cash Flows From Financing Activities:
Changes in parent company equity(1)	613	5	(618)	—	—
Net increase in commercial paper	—	50	—	—	50
Repayment of long-term debt	—	(714)	—	—	(714)
Proceeds from exercise of share options	—	—	86	—	86
Repurchase of common shares	(365)	—	—	—	(365)
Payment of cash distributions to shareholders	(181)	—	4	—	(177)
Loan borrowing with parent	—	—	(721)	721	—
Other	—	—	(2)	—	(2)
Net cash provided by (used in) continuing financing activities	67	(659)	(1,251)	721	(1,122)
Net cash provided by discontinued financing activities	—	—	2	—	2
Net cash provided by (used in) financing activities	67	(659)	(1,249)	721	(1,120)
Effect of currency translation on cash	—	—	(1)	—	(1)
Net decrease in cash and cash equivalents	—	—	(516)	—	(516)
Cash and cash equivalents at beginning of period	—	—	1,589	—	1,589
Cash and cash equivalents at end of period	$—	$—	$1,073	$—	$1,073

(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 Six Months Ended March 30, 2012

	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	$(70)	$(16)	$762	$—	$676
Net cash provided by discontinued operating activities	—	—	53	—	53
Net cash provided by (used in) operating activities	(70)	(16)	815	—	729
Cash Flows From Investing Activities:
Capital expenditures	—	—	(270)	—	(270)
Proceeds from sale of property, plant, and equipment	—	—	7	—	7
Change in intercompany loans	(16)	(810)	—	826	—
Other	—	—	(7)	—	(7)
Net cash used in continuing investing activities	(16)	(810)	(270)	826	(270)
Net cash used in discontinued investing activities	—	—	(1)	—	(1)
Net cash used in investing activities	(16)	(810)	(271)	826	(271)
Cash Flows From Financing Activities:
Changes in parent company equity(1)	261	(483)	222	—	—
Net increase in commercial paper	—	569	—	—	569
Proceeds from long-term debt	—	748	—	—	748
Proceeds from exercise of share options	—	—	48	—	48
Repurchase of common shares	(17)	—	—	—	(17)
Payment of common share dividends	(158)	—	5	—	(153)
Loan borrowing with parent	—	—	826	(826)	—
Other	—	(8)	48	—	40
Net cash provided by continuing financing activities	86	826	1,149	(826)	1,235
Net cash used in discontinued financing activities	—	—	(52)	—	(52)
Net cash provided by financing activities	86	826	1,097	(826)	1,183
Effect of currency translation on cash	—	—	7	—	7
Net increase in cash and cash equivalents	—	—	1,648	—	1,648
Cash and cash equivalents at beginning of period	—	—	1,218	—	1,218
Cash and cash equivalents at end of period	$—	$—	$2,866	$—	$2,866

(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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Financial Instruments (Details 2) (USD $)	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012
Derivative disclosures
Amount of gain (loss) from derivatives not designated as hedging instruments, recorded in Selling, general, and administrative expenses	$ 6,000,000	$ 15,000,000	$ 5,000,000	$ (14,000,000)
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	2,000,000	11,000,000	1,000,000	(21,000,000)
Forward interest rate swap and swaptions | Termination of derivative
Derivative disclosures
Cash payment on settlement of derivative		24,000,000		24,000,000
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	4,000,000	4,000,000	4,000,000	7,000,000
Fair Value Hedges | Interest rate swaps
Derivative disclosures
Gain recognized in earnings	0	0	0	0
Fair Value Hedges | Interest rate swaps | Termination of derivative | Interest expense
Derivative disclosures
Gain recognized in earnings	1,000,000	1,000,000	2,000,000	3,000,000
Cash Flow Hedges
Derivative disclosures
Gain (Loss) Recognized in OCI (Effective Portion)	(18,000,000)	16,000,000	(35,000,000)	8,000,000
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(6,000,000)		(4,000,000)	9,000,000
Cash Flow Hedges | Foreign currency contracts
Derivative disclosures
Gain (Loss) Recognized in OCI (Effective Portion)	(4,000,000)	2,000,000	(4,000,000)	(1,000,000)
Cash Flow Hedges | Foreign currency contracts | Cost of sales
Derivative disclosures
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		(1,000,000)	1,000,000	(1,000,000)
Cash Flow Hedges | Interest rate swaps and swaptions
Derivative disclosures
Gain (Loss) Recognized in OCI (Effective Portion)		(4,000,000)		(5,000,000)
Cash Flow Hedges | Interest rate swaps and swaptions | Interest expense
Derivative disclosures
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		(3,000,000)		(4,000,000)
Cash Flow Hedges | Interest rate swaps
Derivative disclosures
Outstanding interest rate swaps	0		0
Gain (Loss) Recognized in OCI (Effective Portion)		(2,000,000)		(2,000,000)
Cash Flow Hedges | Interest rate swaps | Interest expense
Derivative disclosures
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(3,000,000)		(5,000,000)
Cash Flow Hedges | Forward interest rate swap and swaptions
Derivative disclosures
Gain (Loss) Recognized in OCI (Effective Portion)		(2,000,000)		(3,000,000)
Cash Flow Hedges | Commodity swap contracts
Derivative disclosures
Gain (Loss) Recognized in OCI (Effective Portion)	(14,000,000)	18,000,000	(31,000,000)	14,000,000
Cash Flow Hedges | Commodity swap contracts | Cost of sales
Derivative disclosures
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ (3,000,000)	$ 4,000,000		$ 14,000,000

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Discontinued Operations (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended		6 Months Ended
	Dec. 27, 2011	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012
Divestiture of business
Net sales from discontinued operations			$ 140		$ 279
Pre-tax income (loss) from discontinued operations			(15)	(1)	15
Pre-tax loss on sale of discontinued operations		(2)		(4)
Income tax (expense) benefit		1	5	2	(3)
Income (loss) from discontinued operations, net of income taxes		(1)	(10)	(3)	12
Settlement agreement amount, gross	25
TE Professional Services
Divestiture of business
Pre-tax impairment charges			$ 28

XML

Segment Data (Tables)

6 Months Ended

Mar. 29, 2013

Segment Data

Schedule of net sales by segment

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Transportation Solutions	$1,385	$1,274	$2,649	$2,505
Network Solutions	725	815	1,459	1,617
Industrial Solutions	736	711	1,436	1,396
Consumer Solutions	419	449	855	901
Total(1)	$3,265	$3,249	$6,399	$6,419

(1)

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

Schedule of operating income by segment

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Transportation Solutions	$241	$196	$433	$380
Network Solutions	19	53	55	112
Industrial Solutions	78	104	148	194
Consumer Solutions	21	32	16	60
Total	$359	$385	$652	$746

Segment assets and a reconciliation of segment assets to total assets

	March 29, 2013	September 28, 2012
	(in millions)
Transportation Solutions	$2,833	$2,877
Network Solutions	1,752	1,857
Industrial Solutions	1,516	1,549
Consumer Solutions	1,030	1,081
Total segment assets(1)	7,131	7,364
Other current assets	1,847	2,352
Other non-current assets	9,162	9,590
Total assets	$18,140	$19,306

(1)

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

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Retirement Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012
U.S. Plans
Defined Benefit Plan, Net Periodic Pension Benefit Cost
Service cost	$ 1	$ 1	$ 3	$ 3
Interest cost	12	13	23	26
Expected return on plan assets	(15)	(14)	(30)	(29)
Other	9	11	18	21
Net periodic pension benefit cost	7	11	14	21
Non-U.S. Plans
Defined Benefit Plan, Net Periodic Pension Benefit Cost
Service cost	15	13	30	26
Interest cost	18	19	36	38
Expected return on plan assets	(18)	(14)	(36)	(27)
Other	8	6	16	12
Net periodic pension benefit cost	23	24	46	49
Plan Contributions
Defined benefit plan, contributions by employer			$ 50

XML

Tyco Electronics Group S.A. (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 29, 2013	Sep. 28, 2012	Mar. 30, 2012	Sep. 30, 2011
Current Assets:
Cash and cash equivalents	$ 1,073	$ 1,589	$ 2,866	$ 1,218
Accounts receivable, net	2,214	2,343
Inventories	1,803	1,808
Prepaid expenses and other current assets	486	474
Deferred income taxes	288	289
Total current assets	5,864	6,503
Property, plant, and equipment, net	3,114	3,213
Goodwill	4,279	4,308
Intangible assets, net	1,291	1,352
Deferred income taxes	2,339	2,460
Receivable from Tyco International Ltd. and Covidien plc	963	1,180
Other assets	290	290
Total Assets	18,140	19,306
Current Liabilities:
Current maturities of long-term debt	715	1,015
Accounts payable	1,348	1,292
Accrued and other current liabilities	1,732	1,576
Deferred revenue	106	121
Total current liabilities	3,901	4,004
Long-term debt	2,315	2,696
Long-term pension and postretirement liabilities	1,312	1,353
Deferred income taxes	448	448
Income taxes	1,899	2,311
Other liabilities	532	517
Total Liabilities	10,407	11,329
Total Equity	7,733	7,977
Total Liabilities and Equity	18,140	19,306
TE Connectivity Ltd.
Current Assets:
Accounts receivable, net		1
Intercompany receivables	21	16
Prepaid expenses and other current assets	19	2
Total current assets	40	19
Investment in subsidiaries	8,215	8,192
Intercompany loans receivable	11	11
Total Assets	8,266	8,222
Current Liabilities:
Accounts payable		2
Accrued and other current liabilities	497	210
Intercompany payables	32	29
Total current liabilities	529	241
Intercompany loans payable	4	4
Total Liabilities	533	245
Total Equity	7,733	7,977
Total Liabilities and Equity	8,266	8,222
Tyco Electronics Group S.A.
Current Assets:
Prepaid expenses and other current assets	2	1
Total current assets	2	1
Investment in subsidiaries	17,398	17,341
Intercompany loans receivable	3,222	2,779
Other assets	37	40
Total Assets	20,659	20,161
Current Liabilities:
Current maturities of long-term debt	650	1,014
Accrued and other current liabilities	49	70
Total current liabilities	699	1,084
Long-term debt	2,225	2,529
Intercompany loans payable	9,520	8,356
Total Liabilities	12,444	11,969
Total Equity	8,215	8,192
Total Liabilities and Equity	20,659	20,161
Other Subsidiaries
Current Assets:
Cash and cash equivalents	1,073	1,589	2,866	1,218
Accounts receivable, net	2,214	2,342
Inventories	1,803	1,808
Intercompany receivables	32	29
Prepaid expenses and other current assets	465	471
Deferred income taxes	288	289
Total current assets	5,875	6,528
Property, plant, and equipment, net	3,114	3,213
Goodwill	4,279	4,308
Intangible assets, net	1,291	1,352
Deferred income taxes	2,339	2,460
Intercompany loans receivable	9,524	8,361
Receivable from Tyco International Ltd. and Covidien plc	963	1,180
Other assets	253	250
Total Assets	27,638	27,652
Current Liabilities:
Current maturities of long-term debt	65	1
Accounts payable	1,348	1,290
Accrued and other current liabilities	1,186	1,296
Deferred revenue	106	121
Intercompany payables	21	16
Total current liabilities	2,726	2,724
Long-term debt	90	167
Intercompany loans payable	3,233	2,791
Long-term pension and postretirement liabilities	1,312	1,353
Deferred income taxes	448	448
Income taxes	1,899	2,311
Other liabilities	532	517
Total Liabilities	10,240	10,311
Total Equity	17,398	17,341
Total Liabilities and Equity	27,638	27,652
Consolidating Adjustments
Current Assets:
Intercompany receivables	(53)	(45)
Total current assets	(53)	(45)
Investment in subsidiaries	(25,613)	(25,533)
Intercompany loans receivable	(12,757)	(11,151)
Total Assets	(38,423)	(36,729)
Current Liabilities:
Intercompany payables	(53)	(45)
Total current liabilities	(53)	(45)
Intercompany loans payable	(12,757)	(11,151)
Total Liabilities	(12,810)	(11,196)
Total Equity	(25,613)	(25,533)
Total Liabilities and Equity	$ (38,423)	$ (36,729)

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Guarantees (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2013	Sep. 28, 2012
Guarantee Obligations:
Other liabilities	$ 532	$ 517
Accrued and other current liabilities	1,732	1,576
Accrued warranty claims	42	48
Tax Sharing Agreement
Guarantee Obligations:
Liabilities sharing percent, entity	31.00%
Liabilities sharing percent, Tyco International	27.00%
Liabilities sharing percent, Covidien	42.00%
Liability sharing percent, pre-separation tax matters, indemnification	69.00%
Guarantee obligations, current carrying value	241	241
Other liabilities	225	227
Accrued and other current liabilities	16	14
Outstanding Letters of Credit and Letters of Guarantee
Guarantee Obligations:
Guarantor obligations, maximum exposure	$ 359

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Discontinued Operations

6 Months Ended

Mar. 29, 2013

Discontinued Operations

Discontinued Operations

3. Discontinued Operations

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

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Net sales from discontinued operations	$—	$140	$—	$279
Pre-tax income (loss) from discontinued operations	$—	$(15)	$(1)	$15
Pre-tax loss on sale of discontinued operations	(2)	—	(4)	—
Income tax (expense) benefit	1	5	2	(3)
Income (loss) from discontinued operations, net of income taxes	$(1)	$(10)	$(3)	$12

              During fiscal 2012, we sold our Touch Solutions and TE Professional Services businesses. These businesses met the held for sale and discontinued operations criteria and were included in discontinued operations. In the second quarter of fiscal 2012, we recorded a pre-tax impairment charge of $28 million, which is included in income (loss) from discontinued operations, net of income taxes on the Condensed Consolidated Statement of Operations, to write the carrying value of the TE Professional Services business down to its estimated fair value less costs to sell. Prior to reclassification to discontinued operations, the Touch Solutions and TE Professional Services businesses were included in the former Communications and Industrial Solutions segment and the Network Solutions segment, respectively.

              On December 27, 2011, the New York Court of Claims entered judgment in our favor in the amount of $25 million, payment of which was received in the second quarter of fiscal 2012, in connection with our former Wireless Systems business's State of New York contract. This judgment resolved all outstanding issues between the parties in this matter. This partial recovery of a previously recognized loss, net of legal fees, is reflected in income (loss) from discontinued operations, net of income taxes on the Condensed Consolidated Statement of Operations for the six months ended March 30, 2012. The Wireless Systems business, which met the held for sale and discontinued operations criteria, was a component of the former Wireless Systems segment.

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Tyco Electronics Group S.A. (Details 3) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012
Cash Flows From Operating Activities:
Net cash provided by continuing operating activities	$ 839	$ 676
Net cash provided by (used in) discontinued operating activities	(2)	53
Net cash provided by operating activities	837	729
Cash Flows From Investing Activities:
Capital expenditures	(253)	(270)
Proceeds from sale of property, plant, and equipment	4	7
Other	17	(7)
Net cash used in continuing investing activities	(232)	(270)
Net cash used in discontinued investing activities		(1)
Net cash used in investing activities	(232)	(271)
Cash Flows From Financing Activities:
Net increase in commercial paper	50	569
Proceeds from long-term debt		748
Repayment of long-term debt	(714)
Proceeds from exercise of share options	86	48
Repurchase of common shares	(365)	(17)
Payment of cash distributions to shareholders	(177)	(153)
Other	(2)	40
Net cash provided by (used in) continuing financing activities	(1,122)	1,235
Net cash provided by (used in) discontinued financing activities	2	(52)
Net cash provided by (used in) financing activities	(1,120)	1,183
Effect of currency translation on cash	(1)	7
Net increase (decrease) in cash and cash equivalents	(516)	1,648
Cash and cash equivalents at beginning of period	1,589	1,218
Cash and cash equivalents at end of period	1,073	2,866
TE Connectivity Ltd.
Cash Flows From Operating Activities:
Net cash provided by continuing operating activities	(68)	(70)
Net cash provided by operating activities	(68)	(70)
Cash Flows From Investing Activities:
Proceeds from sale of property, plant, and equipment	1
Change in intercompany loans		(16)
Net cash used in continuing investing activities		(16)
Net cash used in investing activities	1	(16)
Cash Flows From Financing Activities:
Changes in parent company equity	613	261
Repurchase of common shares	(365)	(17)
Payment of cash distributions to shareholders	(181)	(158)
Net cash provided by (used in) continuing financing activities	67	86
Net cash provided by (used in) financing activities	67	86
Tyco Electronics Group S.A.
Cash Flows From Operating Activities:
Net cash provided by continuing operating activities	(62)	(16)
Net cash provided by operating activities	(62)	(16)
Cash Flows From Investing Activities:
Change in intercompany loans	721	(810)
Net cash used in continuing investing activities		(810)
Net cash used in investing activities	721	(810)
Cash Flows From Financing Activities:
Changes in parent company equity	5	(483)
Net increase in commercial paper	50	569
Proceeds from long-term debt		748
Repayment of long-term debt	(714)
Other		(8)
Net cash provided by (used in) continuing financing activities	(659)	826
Net cash provided by (used in) financing activities	(659)	826
Other Subsidiaries
Cash Flows From Operating Activities:
Net cash provided by continuing operating activities	969	762
Net cash provided by (used in) discontinued operating activities	(2)	53
Net cash provided by operating activities	967	815
Cash Flows From Investing Activities:
Capital expenditures	(253)	(270)
Proceeds from sale of property, plant, and equipment	3	7
Other	17	(7)
Net cash used in continuing investing activities		(270)
Net cash used in discontinued investing activities		(1)
Net cash used in investing activities	(233)	(271)
Cash Flows From Financing Activities:
Changes in parent company equity	(618)	222
Proceeds from exercise of share options	86	48
Payment of cash distributions to shareholders	4	5
Loan borrowing with parent	(721)	826
Other	(2)	48
Net cash provided by (used in) continuing financing activities	(1,251)	1,149
Net cash provided by (used in) discontinued financing activities	2	(52)
Net cash provided by (used in) financing activities	(1,249)	1,097
Effect of currency translation on cash	(1)	7
Net increase (decrease) in cash and cash equivalents	(516)	1,648
Cash and cash equivalents at beginning of period	1,589	1,218
Cash and cash equivalents at end of period	1,073	2,866
Consolidating Adjustments
Cash Flows From Investing Activities:
Change in intercompany loans	(721)	826
Net cash used in continuing investing activities		826
Net cash used in investing activities	(721)	826
Cash Flows From Financing Activities:
Loan borrowing with parent	721	(826)
Net cash provided by (used in) continuing financing activities	721	(826)
Net cash provided by (used in) financing activities	$ 721	$ (826)

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Inventories (Details) (USD $) In Millions, unless otherwise specified	Mar. 29, 2013	Sep. 28, 2012
Inventories
Raw materials	$ 268	$ 282
Work in progress	586	573
Finished goods	899	896
Inventoried costs on long-term contracts	50	57
Inventories	$ 1,803	$ 1,808

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Goodwill (Tables)

6 Months Ended

Mar. 29, 2013

Goodwill

Changes in the carrying amount of goodwill by segment

	Transportation Solutions	Network Solutions	Industrial Solutions	Consumer Solutions	Total
	(in millions)
September 28, 2012(2)	$793	$981	$1,876	$658	$4,308
Currency translation and other	(4)	(13)	(10)	(2)	(29)
March 29, 2013(2)	$789	$968	$1,866	$656	$4,279

(1)

In connection with our change in segment structure, goodwill was re-allocated to reporting units using a relative fair value approach. See Note 1 for additional information regarding our current segment structure.

(2)

At March 29, 2013 and September 28, 2012, accumulated impairment losses for the Transportation Solutions, Network Solutions, Industrial Solutions, and Consumer Solutions segments were $2,191 million, $1,236 million, $641 million, and $607 million, respectively.

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Inventories (Tables)

6 Months Ended

Mar. 29, 2013

Inventories

Inventories

	March 29, 2013	September 28, 2012
	(in millions)
Raw materials	$268	$282
Work in progress	586	573
Finished goods	899	896
Inventoried costs on long-term contracts	50	57
Inventories	$1,803	$1,808

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Equity (Details) In Millions, except Share data, unless otherwise specified	1 Months Ended		3 Months Ended			6 Months Ended
	Mar. 29, 2013 USD ($) item	Mar. 29, 2013 CHF	Mar. 29, 2013 USD ($) item	Dec. 28, 2012 USD ($)	Mar. 30, 2012 USD ($)	Mar. 29, 2013 USD ($) item	Mar. 30, 2012 USD ($)	Sep. 28, 2012 USD ($)	Sep. 28, 2012 CHF
Equity
Maximum percentage of additional shares which the board is authorized to issue subject to certain conditions	50.00%	50.00%
Cancellation of treasury shares (in shares)	10,564,817	10,564,817
Cash distribution paid, USD per share			$ 0.21	$ 0.21	$ 0.18	$ 0.42	$ 0.36
Common shares, par value (in currency per share)	$ 0.44	0.57	$ 0.44			$ 0.44		$ 0.86	0.97
Dividend or cash distribution approved (in currency per share)	$ 1.00	0.96
Number of quarterly dividend installments	4	4	4			4
Cash distribution payable on common shares (in dollars per share)	$ 0.25		$ 0.25			$ 0.25
Unpaid portion of the dividend payment recorded in accrued and other current liabilities	$ 417		$ 417			$ 417		$ 178
Repurchase of common shares						11,000,000
Shares repurchased						409
Amount available for repurchase, at end of period			$ 898

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Goodwill (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Mar. 29, 2013	Sep. 28, 2012
Goodwill:
Goodwill, beginning balance	$ 4,308
Currency translation and other	(29)
Goodwill, ending balance	4,279
Transportation Solutions
Goodwill:
Goodwill, beginning balance	793
Currency translation and other	(4)
Goodwill, ending balance	789
Accumulated impairment losses	2,191	2,191
Network Solutions
Goodwill:
Goodwill, beginning balance	981
Currency translation and other	(13)
Goodwill, ending balance	968
Accumulated impairment losses	1,236	1,236
Industrial Solutions
Goodwill:
Goodwill, beginning balance	1,876
Currency translation and other	(10)
Goodwill, ending balance	1,866
Accumulated impairment losses	641	641
Consumer Solutions
Goodwill:
Goodwill, beginning balance	658
Currency translation and other	(2)
Goodwill, ending balance	656
Accumulated impairment losses	$ 607	$ 607

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Intangible Assets, Net (Tables)

6 Months Ended

Mar. 29, 2013

Intangible Assets, Net

Schedule of finite-lived intangible assets

	March 29, 2013			September 28, 2012
	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
	(in millions)
Intellectual property	$1,144	$(470)	$674	$1,146	$(439)	$707
Customer relationships	652	(67)	585	655	(44)	611
Other	41	(9)	32	76	(42)	34
Total	$1,837	$(546)	$1,291	$1,877	$(525)	$1,352

Schedule of finite-lived intangible assets, future amortization expense

	(in millions)
Remainder of fiscal 2013	$55
Fiscal 2014	111
Fiscal 2015	110
Fiscal 2016	110
Fiscal 2017	110
Fiscal 2018	110
Thereafter	685
Total	$1,291

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Debt (Tables)

6 Months Ended

Mar. 29, 2013

Debt

Schedule of long-term debt instruments

	March 29, 2013	September 28, 2012
	(in millions)
6.00% senior notes due 2012	$—	$714
5.95% senior notes due 2014	300	300
1.60% senior notes due 2015	250	250
6.55% senior notes due 2017	730	732
4.875% senior notes due 2021	272	274
3.50% senior notes due 2022	498	498
7.125% senior notes due 2037	475	475
3.50% convertible subordinated notes due 2015	89	90
Commercial paper, at a weighted-average interest rate of 0.32% and 0.40%, respectively	350	300
Other	66	78
Total debt(1)	3,030	3,711
Less current maturities of long-term debt(2)	715	1,015
Long-term debt	$2,315	$2,696

(1)

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

(2)

The current maturities of long-term debt at March 29, 2013 was comprised of the 5.95% senior notes due 2014, commercial paper, and a portion of amounts shown as other. The current maturities of long-term debt at September 28, 2012 was comprised of the 6.00% senior notes due 2012, commercial paper, and a portion of amounts shown as other.

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Restructuring and Other Charges, Net

6 Months Ended

Mar. 29, 2013

Restructuring and Other Charges, Net

Restructuring and Other Charges, Net

2. Restructuring and Other Charges, Net

              Restructuring and other charges consisted of the following:

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Restructuring charges, net	$86	$32	$178	$50
Gain on divestiture	(5)	—	(5)	—
	$81	$32	$173	$50

Restructuring Charges, Net

              Charges to operations by segment were as follows:

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Transportation Solutions	$18	$—	$28	$1
Network Solutions	31	24	55	30
Industrial Solutions	21	1	33	9
Consumer Solutions	16	7	62	10
Restructuring charges, net	$86	$32	$178	$50

              Activity in our restructuring reserves during the first six months of fiscal 2013 is summarized as follows:

	Balance at September 28, 2012	Charges	Changes in Estimate	Cash Payments	Non-Cash Items	Currency Translation	Balance at March 29, 2013
	(in millions)
Fiscal 2013 Actions:
Employee severance	$—	$171	$—	$(26)	$—	$(2)	$143
Facility and other exit costs	—	2	—	(1)	—	—	1
Property, plant, and equipment	—	23	—	—	(23)	—	—
Total	—	196	—	(27)	(23)	(2)	144
Fiscal 2012 Actions:
Employee severance	79	1	(7)	(28)	—	—	45
Facility and other exit costs	2	1	—	(1)	—	—	2
Property, plant, and equipment	—	2	—	—	(2)	—	—
Total	81	4	(7)	(29)	(2)	—	47
Pre-Fiscal 2012 Actions:
Employee severance	51	—	(15)	(12)	—	2	26
Facility and other exit costs	29	1	(1)	(4)	—	(1)	24
Total	80	1	(16)	(16)	—	1	50
Total Activity	$161	$201	$(23)	$(72)	$(25)	$(1)	$241

• • Fiscal 2013 Actions

              During fiscal 2013, we initiated a restructuring program associated with headcount reductions and manufacturing site closures impacting all segments. In connection with this program, during the six months ended March 29, 2013, we recorded restructuring charges of $196 million primarily related to employee severance and benefits and fixed assets in connection with exited manufacturing sites' product lines. We expect to complete all restructuring activities commenced in fiscal 2013 by the end of fiscal 2014 and to incur total charges of approximately $232 million. Cash spending related to this program was $27 million in the first six months of fiscal 2013.

              The following table summarizes expected, incurred, and remaining charges for the fiscal 2013 program by type:

	Total Expected Charges	Charges Incurred For the Six Months Ended March 29, 2013	Remaining Expected Charges
	(in millions)
Employee severance	$176	$171	$5
Facility and other exit costs	8	2	6
Property, plant, and equipment	48	23	25
Total	$232	$196	$36

              The following table summarizes expected, incurred, and remaining charges for the fiscal 2013 program by segment:

	Total Expected Charges	Charges Incurred For the Six Months Ended March 29, 2013	Remaining Expected Charges
	(in millions)
Transportation Solutions	$31	$28	$3
Network Solutions	64	61	3
Industrial Solutions	47	40	7
Consumer Solutions	90	67	23
Total	$232	$196	$36

• • Fiscal 2012 Actions

              During fiscal 2012, we initiated a restructuring program resulting in headcount reductions across all segments. Also, we initiated a restructuring program in the Transportation Solutions and Industrial Solutions segments associated with the acquisition of Deutsch Group SAS ("Deutsch"). During the six months ended March 29, 2013 and March 30, 2012, we recorded net restructuring credits of $3 million and charges of $50 million, respectively, primarily related to employee severance and benefits. We do not expect to incur any additional expense related to restructuring programs commenced in fiscal 2012. Cash spending related to these programs was $29 million in the first six months of fiscal 2013.

              The following table summarizes expected and incurred charges for fiscal 2012 programs by type:

		Charges Incurred
	Total Expected Charges	For the Six Months Ended March 29, 2013	For Fiscal 2012
	(in millions)
Employee severance	$119	$(6)	$125
Facility and other exit costs	4	1	3
Property, plant, and equipment	5	2	3
Total	$128	$(3)	$131

              The following table summarizes expected and incurred charges for fiscal 2012 programs by segment:

		Charges Incurred
	Total Expected Charges	For the Six Months Ended March 29, 2013	For Fiscal 2012
	(in millions)
Transportation Solutions	$30	$1	$29
Network Solutions	53	(3)	56
Industrial Solutions	25	(1)	26
Consumer Solutions	20	—	20
Total	$128	$(3)	$131

• • Pre-Fiscal 2012 Actions

              During fiscal 2011, we initiated a restructuring program which was 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 across all segments as a result of economic conditions. During fiscal 2010, we initiated a restructuring program primarily related to headcount reductions in the Transportation Solutions segment. We do not expect to incur any additional expense related to restructuring programs commenced in fiscal 2011 and 2010.

              In connection with pre-fiscal 2012 programs, during the six months ended March 29, 2013, we recorded net restructuring credits of $15 million, primarily related to employee severance and benefits. Cash spending related to pre-fiscal 2012 programs was $16 million in the first six months of fiscal 2013.

• • Restructuring Reserves

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

	March 29, 2013	September 28, 2012
	(in millions)
Accrued and other current liabilities	$200	$118
Other liabilities	41	43
Restructuring reserves	$241	$161

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Financial Instruments (Tables)

6 Months Ended

Mar. 29, 2013

Financial Instruments

Summary of fair value of derivative instruments

	March 29, 2013		September 28, 2012
	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)	$—	$4	$2	$1
Interest rate swaps	23	—	26	—
Commodity swap contracts(3)	1	15	18	1
Total derivatives designated as hedging instruments	24	19	46	2
Derivatives not designated as hedging instruments:
Foreign currency contracts(3)	6	5	2	2
Investment swaps	3	—	1	—
Total derivatives not designated as hedging instruments	9	5	3	2
Total derivatives	$33	$24	$49	$4

(1)

All derivative instruments 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 and totaled $10 million and $19 million at March 29, 2013 and September 28, 2012, respectively. All derivative instruments 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 $23 million and $30 million at March 29, 2013 and September 28, 2012, respectively.

(2)

All derivative instruments 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 and totaled $21 million and $4 million at March 29, 2013 and September 28, 2012, respectively. All derivative instruments 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 March 29, 2013; there were no derivatives in other liabilities at September 28, 2012.

(3)

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

Effects of derivative instruments on the Condensed Consolidated Statement of Operations

	Gain Recognized
		For the Quarters Ended		For the Six Months Ended
Derivatives Designated as Fair Value Hedges	Location	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
		(in millions)
Interest rate swaps(1)	Interest expense	$1	$1	$2	$3

(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 March 29, 2013 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 March 29, 2013:
Foreign currency contracts	$(4)	Cost of sales	$—	Cost of sales	$—
Commodity swap contracts	(14)	Cost of sales	(3)	Cost of sales	—
Interest rate swaps(1)	—	Interest expense	(3)	Interest expense	—
Total	$(18)		$(6)		$—
For the Quarter Ended March 30, 2012:
Foreign currency contracts	$2	Cost of sales	$(1)	Cost of sales	$—
Commodity swap contracts	18	Cost of sales	4	Cost of sales	—
Interest rate swaps and swaptions(1)	(4)	Interest expense	(3)	Interest expense	—
Total	$16		$—		$—

(1)

During the quarter ended March 29, 2013, there were no outstanding interest rate swaps designated as cash flow hedges. During the quarter ended March 30, 2012, we terminated forward starting interest rate swaps and swaptions designated as cash flow hedges for a cash payment of $24 million. Prior to the termination, a loss of $2 million was recorded in other comprehensive income related to the effective portions of the hedges during the period. Also during the quarter ended March 30, 2012, we entered into and terminated an interest rate swap designated as a cash flow hedge, recording a loss of $2 million in other comprehensive income. Amounts recognized as interest expense due to ineffectiveness following the termination of all swaps in fiscal 2012 were not material. Losses reclassified from accumulated other comprehensive income to interest expense during the quarters ended March 29, 2013 and March 30, 2012 include the instruments terminated in January 2012 as well as certain forward starting interest rate swaps designated as cash flow hedges that were terminated in September 2007.

	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 Six Months Ended March 29, 2013:
Foreign currency contracts	$(4)	Cost of sales	$1	Cost of sales	$—
Commodity swap contracts	(31)	Cost of sales	—	Cost of sales	—
Interest rate swaps(1)	—	Interest expense	(5)	Interest expense	—
Total	$(35)		$(4)		$—
For the Six Months Ended March 30, 2012:
Foreign currency contracts	$(1)	Cost of sales	$(1)	Cost of sales	$—
Commodity swap contracts	14	Cost of sales	14	Cost of sales	—
Interest rate swaps and swaptions(1)	(5)	Interest expense	(4)	Interest expense	—
Total	$8		$9		$—

(1)

During the six months ended March 29, 2013, there were no outstanding interest rate swaps designated as cash flow hedges. During the six months ended March 30, 2012, we terminated forward starting interest rate swaps and swaptions designated as cash flow hedges for a cash payment of $24 million. Prior to the termination, a loss of $3 million was recorded in other comprehensive income related to the effective portions of the hedges during the period. Also during the six months ended March 30, 2012, we entered into and terminated an interest rate swap designated as a cash flow hedge, recording a loss of $2 million in other comprehensive income. Amounts recognized as interest expense due to ineffectiveness following the termination of all swaps in fiscal 2012 were not material. Losses reclassified from accumulated other comprehensive income to interest expense during the six months ended March 29, 2013 and March 30, 2012 include the instruments terminated in January 2012 as well as certain forward starting interest rate swaps designated as cash flow hedges that were terminated in September 2007.

	Gain (Loss) Recognized
		For the Quarters Ended		For the Six Months Ended
Derivatives not Designated as Hedging Instruments
	Location	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
		(in millions)
Foreign currency contracts	Selling, general, and administrative expenses	$2	$11	$1	$(21)
Investment swaps	Selling, general, and administrative expenses	4	4	4	7
Total		$6	$15	$5	$(14)

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Restructuring and Other Charges, Net (Details 2) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Mar. 29, 2013
Restructuring reserve
Restructuring reserve at the beginning of the period	$ 161
Charges	201
Changes in Estimate	(23)
Cash Payments	(72)
Non-Cash Items	(25)
Currency Translation	(1)
Restructuring reserve at the end of the period	241
Fiscal 2013 Actions
Restructuring reserve
Charges	196
Cash Payments	(27)
Non-Cash Items	(23)
Currency Translation	(2)
Restructuring reserve at the end of the period	144
Fiscal 2012 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	81
Charges	4
Changes in Estimate	(7)
Cash Payments	(29)
Non-Cash Items	(2)
Restructuring reserve at the end of the period	47
Pre-Fiscal 2012 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	80
Charges	1
Changes in Estimate	(16)
Cash Payments	(16)
Currency Translation	1
Restructuring reserve at the end of the period	50
Employee severance | Fiscal 2013 Actions
Restructuring reserve
Charges	171
Cash Payments	(26)
Currency Translation	(2)
Restructuring reserve at the end of the period	143
Employee severance | Fiscal 2012 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	79
Charges	1
Changes in Estimate	(7)
Cash Payments	(28)
Restructuring reserve at the end of the period	45
Employee severance | Pre-Fiscal 2012 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	51
Changes in Estimate	(15)
Cash Payments	(12)
Currency Translation	2
Restructuring reserve at the end of the period	26
Facility and other exit costs | Fiscal 2013 Actions
Restructuring reserve
Charges	2
Cash Payments	(1)
Restructuring reserve at the end of the period	1
Facility and other exit costs | Fiscal 2012 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	2
Charges	1
Cash Payments	(1)
Restructuring reserve at the end of the period	2
Facility and other exit costs | Pre-Fiscal 2012 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	29
Charges	1
Changes in Estimate	(1)
Cash Payments	(4)
Currency Translation	(1)
Restructuring reserve at the end of the period	24
Property, plant, and equipment | Fiscal 2013 Actions
Restructuring reserve
Charges	23
Non-Cash Items	(23)
Property, plant, and equipment | Fiscal 2012 Actions
Restructuring reserve
Charges	2
Non-Cash Items	$ (2)

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012	Sep. 28, 2012
Income Taxes
(Benefit) provisions for income taxes	$ 60	$ 91	$ (185)	$ 179
Income tax benefit associated with completion of fieldwork and settlement of certain U.S. tax matters			331
Unrecognized tax benefits, income tax penalties and interest accrued	965		965		1,335
Unrecognized tax benefits, income tax penalties and interest accrued, location income taxes	963		963		1,299
Unrecognized tax benefits, income tax penalties and interest accrued, location accrued and other current liabilities	2		2		36
Unrecognized tax benefits, income tax penalties and interest recognized			300
Unrecognized income tax benefits, maximum amount that could be resolved in next twelve months	$ 45		$ 45

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 3,265	$ 3,249	$ 6,399	$ 6,419
Cost of sales	2,213	2,228	4,358	4,455
Gross margin	1,052	1,021	2,041	1,964
Selling, general, and administrative expenses	438	427	866	810
Research, development, and engineering expenses	171	173	342	350
Acquisition and integration costs	3	4	8	8
Restructuring and other charges, net	81	32	173	50
Operating income	359	385	652	746
Interest income	5	7	9	12
Interest expense	(35)	(44)	(72)	(83)
Other income (expense), net	9	11	(217)	12
Income from continuing operations before income taxes	338	359	372	687
Income tax (expense) benefit	(60)	(91)	185	(179)
Income from continuing operations	278	268	557	508
Income (loss) from discontinued operations, net of income taxes	(1)	(10)	(3)	12
Net income	277	258	554	520
Less: net income attributable to noncontrolling interests		(1)		(3)
Net income attributable to TE Connectivity Ltd.	277	257	554	517
Amounts attributable to TE Connectivity Ltd.:
Income from continuing operations	278	267	557	505
Income (loss) from discontinued operations	(1)	(10)	(3)	12
Net income	$ 277	$ 257	$ 554	$ 517
Basic earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations (in dollars per share)	$ 0.66	$ 0.63	$ 1.32	$ 1.19
Income (loss) from discontinued operations (in dollars per share)		$ (0.03)	$ (0.01)	$ 0.02
Net income (in dollars per share)	$ 0.66	$ 0.60	$ 1.32	$ 1.21
Diluted earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations (in dollars per share)	$ 0.66	$ 0.62	$ 1.31	$ 1.17
Income (loss) from discontinued operations (in dollars per share)		$ (0.02)	$ (0.01)	$ 0.03
Net income (in dollars per share)	$ 0.65	$ 0.60	$ 1.30	$ 1.20
Dividends and cash distributions paid per common share of TE Connectivity Ltd. (in dollars per share)	$ 0.21	$ 0.18	$ 0.42	$ 0.36
Weighted-average number of shares outstanding:
Basic (in shares)	420	427	421	426
Diluted (in shares)	424	431	425	430

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Intangible Assets, Net (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012	Sep. 28, 2012
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 1,837		$ 1,837		$ 1,877
Accumulated Amortization	(546)		(546)		(525)
Net Carrying Amount	1,291		1,291		1,352
Finite-lived intangible assets, amortization expense	28	14	56	29
Estimated aggregate amortization expense on intangible assets
Remainder of fiscal 2013	55		55
Fiscal 2014	111		111
Fiscal 2015	110		110
Fiscal 2016	110		110
Fiscal 2017	110		110
Fiscal 2018	110		110
Thereafter	685		685
Intellectual property
Finite-Lived Intangible Assets
Gross Carrying Amount	1,144		1,144		1,146
Accumulated Amortization	(470)		(470)		(439)
Net Carrying Amount	674		674		707
Customer relationships
Finite-Lived Intangible Assets
Gross Carrying Amount	652		652		655
Accumulated Amortization	(67)		(67)		(44)
Net Carrying Amount	585		585		611
Other intangible assets
Finite-Lived Intangible Assets
Gross Carrying Amount	41		41		76
Accumulated Amortization	(9)		(9)		(42)
Net Carrying Amount	$ 32		$ 32		$ 34

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012
Cash Flows From Operating Activities:
Net income	$ 554	$ 520
(Income) loss from discontinued operations, net of income taxes	3	(12)
Income from continuing operations	557	508
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Tax sharing (income) expense	216	(13)
Depreciation and amortization	310	279
Deferred income taxes	93	78
Provision for losses on accounts receivable and inventories	39	35
Share-based compensation expense	40	35
Other	34	(2)
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net	49	(16)
Inventories	(74)	(9)
Inventoried costs on long-term contracts	6	(5)
Prepaid expenses and other current assets	(36)	101
Accounts payable	107	(46)
Accrued and other current liabilities	(52)	(188)
Income taxes	(451)	(67)
Deferred revenue	(15)	(44)
Long-term pension and postretirement liabilities	9	20
Other	7	10
Net cash provided by continuing operating activities	839	676
Net cash provided by (used in) discontinued operating activities	(2)	53
Net cash provided by operating activities	837	729
Cash Flows From Investing Activities:
Capital expenditures	(253)	(270)
Proceeds from sale of property, plant, and equipment	4	7
Other	17	(7)
Net cash used in continuing investing activities	(232)	(270)
Net cash used in discontinued investing activities		(1)
Net cash used in investing activities	(232)	(271)
Cash Flows From Financing Activities:
Net increase in commercial paper	50	569
Proceeds from long-term debt		748
Repayment of long-term debt	(714)
Proceeds from exercise of share options	86	48
Repurchase of common shares	(365)	(17)
Payment of common share dividends and cash distributions to shareholders	(177)	(153)
Other	(2)	40
Net cash provided by (used in) continuing financing activities	(1,122)	1,235
Net cash provided by (used in) discontinued financing activities	2	(52)
Net cash provided by (used in) financing activities	(1,120)	1,183
Effect of currency translation on cash	(1)	7
Net increase (decrease) in cash and cash equivalents	(516)	1,648
Cash and cash equivalents at beginning of period	1,589	1,218
Cash and cash equivalents at end of period	$ 1,073	$ 2,866

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Segment Data (Details 2) (USD $) In Millions, unless otherwise specified	Mar. 29, 2013	Sep. 28, 2012
Segment Data
Assets	$ 18,140	$ 19,306
Other non-current assets	290	290
Transportation Solutions
Segment Data
Assets	2,833	2,877
Network Solutions
Segment Data
Assets	1,752	1,857
Industrial Solutions
Segment Data
Assets	1,516	1,549
Consumer Solutions
Segment Data
Assets	1,030	1,081
Total segment assets
Segment Data
Assets	7,131	7,364
Reconciling items
Segment Data
Other current assets	1,847	2,352
Other non-current assets	$ 9,162	$ 9,590

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Earnings Per Share (Tables)

6 Months Ended

Mar. 29, 2013

Earnings Per Share

Schedule of weighted-average shares outstanding, basic and diluted

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Weighted-average shares outstanding:
Basic	420	427	421	426
Dilutive impact of share-based compensation arrangements	4	4	4	4
Diluted	424	431	425	430

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Equity

6 Months Ended

Mar. 29, 2013

Equity

Equity

16. Equity

• • Common Shares

              In March 2013, our shareholders reapproved and extended through March 6, 2015 our board of directors' authorization to issue additional new shares, subject to certain conditions specified in the articles of association, in aggregate not exceeding 50% of the amount of our authorized shares.

• • Common Shares Held in Treasury

              In March 2013, our shareholders approved the cancellation of 10,564,817 shares purchased under our share repurchase program during the period from December 31, 2011 to December 28, 2012. The capital reduction by cancellation of these shares is subject to a notice period and filing with the commercial register and is not yet reflected on the Condensed Consolidated Balance Sheet.

• • Distribution to Shareholders

              We paid a $0.21 cash distribution to shareholders in the form of a capital reduction to the par value of our common shares in each of the first and second quarters of fiscal 2013. These capital reductions reduced the par value of our common shares from 0.97 Swiss Francs ("CHF") (equivalent to $0.86) to CHF 0.57 (equivalent to $0.44).

              In March 2013, our shareholders approved a dividend payment to shareholders of CHF 0.96 (equivalent to $1.00) per share out of contributed surplus, payable in four equal quarterly installments of $0.25 per share beginning in the third quarter of fiscal 2013 through the second quarter of fiscal 2014.

              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. At March 29, 2013 and September 28, 2012, the unpaid portion of the dividends and distributions recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $417 million and $178 million, respectively.

• • Share Repurchase Program

              During the first six months of fiscal 2013, we repurchased approximately 11 million of our common shares for $409 million under our share repurchase authorization. During the first six months of fiscal 2012, we did not purchase any of our common shares. At March 29, 2013, we had $898 million of availability remaining under our share repurchase authorization.

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Share Plans (Tables)

6 Months Ended

Mar. 29, 2013

Share Plans

Weighted average assumptions

Expected share price volatility	34%
Risk free interest rate	0.9%
Expected annual dividend per share	$0.84
Expected life of options (in years)	6.0

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Segment Data

6 Months Ended

Mar. 29, 2013

Segment Data

Segment Data

18. Segment Data

              Effective for the first quarter of fiscal 2013, we reorganized our management and segments to better align the organization around our strategy. See Note 1 for additional information regarding our segment structure.

              The following segment information reflects our current segment reporting structure. Prior period segment results have been restated to conform to the current segment structure.

              Net sales by segment was as follows:

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Transportation Solutions	$1,385	$1,274	$2,649	$2,505
Network Solutions	725	815	1,459	1,617
Industrial Solutions	736	711	1,436	1,396
Consumer Solutions	419	449	855	901
Total(1)	$3,265	$3,249	$6,399	$6,419

(1)

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

              Operating income by segment was as follows:

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Transportation Solutions	$241	$196	$433	$380
Network Solutions	19	53	55	112
Industrial Solutions	78	104	148	194
Consumer Solutions	21	32	16	60
Total	$359	$385	$652	$746

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

	March 29, 2013	September 28, 2012
	(in millions)
Transportation Solutions	$2,833	$2,877
Network Solutions	1,752	1,857
Industrial Solutions	1,516	1,549
Consumer Solutions	1,030	1,081
Total segment assets(1)	7,131	7,364
Other current assets	1,847	2,352
Other non-current assets	9,162	9,590
Total assets	$18,140	$19,306

(1)

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

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Basis of Presentation

6 Months Ended

Mar. 29, 2013

Basis of Presentation

Basis of Presentation

1. 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") and the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended. 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 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 28, 2012.

              Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2013 and fiscal 2012 are to our fiscal years ending September 27, 2013 and September 28, 2012, respectively.

• • Segment Structure

              Effective for the first quarter of fiscal 2013, we reorganized our management and segments to better align the organization around our strategy. We expect the realignment to enable us to better meet our customers' needs and optimize our efficiency. The following represents our current segment structure:

• •

  Transportation Solutions—this segment consists of our Automotive business;

  •

  Network Solutions—the Telecom Networks, Data Communications, Enterprise Networks, and Subsea Communications businesses are presented in this segment;

  •

  Industrial Solutions—this segment contains our Industrial, Aerospace, Defense, and Marine, and Energy businesses; and

  •

  Consumer Solutions—our Consumer Devices and Appliance businesses are encompassed in this segment.

• • Reclassifications

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

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 277	$ 258	$ 554	$ 520
Other comprehensive income (loss):
Currency translation	(122)	114	(93)	(59)
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes	11	11	23	21
Gain (loss) on cash flow hedges, net of income taxes	(11)	14	(25)	(1)
Other comprehensive income (loss)	(122)	139	(95)	(39)
Comprehensive income	155	397	459	481
Less: comprehensive income attributable to noncontrolling interests		(1)		(3)
Comprehensive income attributable to TE Connectivity Ltd.	$ 155	$ 396	$ 459	$ 478

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Fair Value Measurements

6 Months Ended

Mar. 29, 2013

Fair Value Measurements

Fair Value Measurements

11. Fair Value Measurements

              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
Description	Level 1	Level 2	Level 3	Fair Value
	(in millions)
March 29, 2013:
Assets:
Commodity swap contracts(1)	$1	$—	$—	$1
Interest rate swaps	—	23	—	23
Investment swaps	—	3	—	3
Foreign currency contracts(1)	—	6	—	6
Rabbi trust assets	3	80	—	83
Total assets at fair value	$4	$112	$—	$116
Liabilities:
Commodity swap contracts(1)	$15	$—	$—	$15
Foreign currency contracts(1)	—	9	—	9
Total liabilities at fair value	$15	$9	$—	$24
September 28, 2012:
Assets:
Commodity swap contracts(1)	$18	$—	$—	$18
Interest rate swaps	—	26	—	26
Investment swaps	—	1	—	1
Foreign currency contracts(1)	—	4	—	4
Rabbi trust assets	4	79	—	83
Total assets at fair value	$22	$110	$—	$132
Liabilities:
Commodity swap contracts(1)	$1	$—	$—	$1
Foreign currency contracts(1)	—	3	—	3
Total liabilities at fair value	$1	$3	$—	$4

(1)

Contracts are presented gross without regard to any right of offset that exists. See Note 10 for a reconciliation of amounts to the Condensed Consolidated Balance Sheets.

              There have been no changes in the valuation methodologies used for financial assets and liabilities measured at fair value on a recurring basis during fiscal 2013.

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

              As of March 29, 2013 and September 28, 2012, 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.

              During the second quarter of fiscal 2012, we used significant other observable inputs (level 2) to calculate an impairment charge related to the TE Professional Services business. See Note 3 for additional information.

• • Other Financial Instruments

              Financial instruments other than derivative instruments include cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. These instruments are recorded on our Condensed Consolidated Balance Sheets at book value. For cash and cash equivalents, accounts receivable, and accounts payable, we believe book value approximates fair value due to the short-term nature of these instruments. See Note 7 for disclosure of the fair value of long-term debt. There have been no changes in the valuation methodologies used for other financial instruments during fiscal 2013.

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Document and Entity Information	6 Months Ended
	Mar. 29, 2013	Apr. 22, 2013
Document and Entity Information
Entity Registrant Name	TE Connectivity Ltd.
Entity Central Index Key	0001385157
Document Type	10-Q
Document Period End Date	Mar. 29, 2013
Amendment Flag	false
Current Fiscal Year End Date	--09-27
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		415,427,375
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

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Retirement Plans

6 Months Ended

Mar. 29, 2013

Retirement Plans

Retirement Plans

12. Retirement Plans

              The net periodic pension 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
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Service cost	$1	$1	$15	$13
Interest cost	12	13	18	19
Expected return on plan assets	(15)	(14)	(18)	(14)
Other(1)	9	11	8	6
Net periodic pension benefit cost	$7	$11	$23	$24

	U.S. Plans		Non-U.S. Plans
	For the Six Months Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Service cost	$3	$3	$30	$26
Interest cost	23	26	36	38
Expected return on plan assets	(30)	(29)	(36)	(27)
Other(1)	18	21	16	12
Net periodic pension benefit cost	$14	$21	$46	$49

(1)

Other consists primarily of amortization of net actuarial losses.

              The net periodic postretirement benefit cost for postretirement benefit plans was insignificant for the quarters and six months ended March 29, 2013 and March 30, 2012.

              During the six months ended March 29, 2013, we contributed $50 million to our non-U.S. pension plans and insignificant amounts to our U.S. pension plans and postretirement benefit plans.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Mar. 29, 2013	Sep. 28, 2012
Current Assets:
Cash and cash equivalents	$ 1,073	$ 1,589
Accounts receivable, net of allowance for doubtful accounts of $48 and $41, respectively	2,214	2,343
Inventories	1,803	1,808
Prepaid expenses and other current assets	486	474
Deferred income taxes	288	289
Total current assets	5,864	6,503
Property, plant, and equipment, net	3,114	3,213
Goodwill	4,279	4,308
Intangible assets, net	1,291	1,352
Deferred income taxes	2,339	2,460
Receivable from Tyco International Ltd. and Covidien plc	963	1,180
Other assets	290	290
Total Assets	18,140	19,306
Current Liabilities:
Current maturities of long-term debt	715	1,015
Accounts payable	1,348	1,292
Accrued and other current liabilities	1,732	1,576
Deferred revenue	106	121
Total current liabilities	3,901	4,004
Long-term debt	2,315	2,696
Long-term pension and postretirement liabilities	1,312	1,353
Deferred income taxes	448	448
Income taxes	1,899	2,311
Other liabilities	532	517
Total Liabilities	10,407	11,329
Commitments and contingencies (Note 9)
TE Connectivity Ltd. Shareholders' Equity:
Common shares, 439,092,124 shares authorized and issued, CHF 0.57 and CHF 0.97 par value, respectively	193	193
Contributed surplus	6,416	6,837
Accumulated earnings	1,750	1,196
Treasury shares, at cost, 22,310,014 and 16,408,049 shares, respectively	(766)	(484)
Accumulated other comprehensive income	134	229
Total TE Connectivity Ltd. shareholders' equity	7,727	7,971
Noncontrolling interests	6	6
Total Equity	7,733	7,977
Total Liabilities and Equity	$ 18,140	$ 19,306

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Intangible Assets, Net

6 Months Ended

Mar. 29, 2013

Intangible Assets, Net

Intangible Assets, Net

6. Intangible Assets, Net

              Intangible assets were as follows:

	March 29, 2013			September 28, 2012
	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
	(in millions)
Intellectual property	$1,144	$(470)	$674	$1,146	$(439)	$707
Customer relationships	652	(67)	585	655	(44)	611
Other	41	(9)	32	76	(42)	34
Total	$1,837	$(546)	$1,291	$1,877	$(525)	$1,352

              Intangible asset amortization expense was $28 million and $14 million for the quarters ended March 29, 2013 and March 30, 2012, respectively, and $56 million and $29 million for the six months ended March 29, 2013 and March 30, 2012, respectively.

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

	(in millions)
Remainder of fiscal 2013	$55
Fiscal 2014	111
Fiscal 2015	110
Fiscal 2016	110
Fiscal 2017	110
Fiscal 2018	110
Thereafter	685
Total	$1,291

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Goodwill

6 Months Ended

Mar. 29, 2013

Goodwill

Goodwill

5. Goodwill

              The changes in the carrying amount of goodwill by segment were as follows⁽¹⁾:

	Transportation Solutions	Network Solutions	Industrial Solutions	Consumer Solutions	Total
	(in millions)
September 28, 2012(2)	$793	$981	$1,876	$658	$4,308
Currency translation and other	(4)	(13)	(10)	(2)	(29)
March 29, 2013(2)	$789	$968	$1,866	$656	$4,279

(1)

In connection with our change in segment structure, goodwill was re-allocated to reporting units using a relative fair value approach. See Note 1 for additional information regarding our current segment structure.

(2)

At March 29, 2013 and September 28, 2012, accumulated impairment losses for the Transportation Solutions, Network Solutions, Industrial Solutions, and Consumer Solutions segments were $2,191 million, $1,236 million, $641 million, and $607 million, respectively.

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Share Plans

6 Months Ended

Mar. 29, 2013

Share Plans

Share Plans

17. Share Plans

              Total share-based compensation expense was $19 million and $18 million during the quarters ended March 29, 2013 and March 30, 2012, respectively, and $40 million and $35 million during the six months ended March 29, 2013 and March 30, 2012, respectively. These expenses were primarily included in selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations. As of March 29, 2013, there was $162 million of unrecognized compensation cost related to share-based awards. The cost is expected to be recognized over a weighted-average period of 2.0 years.

              During the first quarter of fiscal 2013, we granted 2.8 million share options, 1.5 million restricted share awards, and 0.3 million performance share awards as part of our annual incentive plan grant. The weighted-average grant date fair values for share options, restricted share awards, and performance share awards were $8.57, $34.05, and $34.05, respectively.

              Performance share awards, which are generally in the form of performance share units, are granted with pay-out subject to vesting requirements and certain performance conditions that are determined at the time of grant. Based on our performance, the pay-out of performance share units can range from 0% to 200% of the number of units originally granted. Certain employees who receive performance share awards also are granted an opportunity to earn additional performance shares subject to the attainment of additional performance criteria which are set at the time of grant. Attainment of the performance criteria will result in an additional pay-out of performance share units equal to 100% of the performance share units paid out under the original performance share award. The grant date fair value of performance share awards is expensed over the period of performance once achievement of the performance criteria is deemed probable. Recipients of performance share units have no voting rights but do receive dividend equivalents. Performance share awards generally vest after a period of three years as determined by the management development and compensation committee of the board of directors. There were no performance share awards outstanding at September 28, 2012.

              As of March 29, 2013, we had 26 million shares available for issuance under our stock and incentive plans, of which the TE Connectivity Ltd. 2007 Stock and Incentive Plan, as amended and restated, is the primary plan.

• • Share-Based Compensation Assumptions

              The weighted-average assumptions we used in the Black-Scholes-Merton option pricing model for the options granted as part of our annual incentive plan grant were as follows:

Expected share price volatility	34%
Risk free interest rate	0.9%
Expected annual dividend per share	$0.84
Expected life of options (in years)	6.0

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Income Taxes

6 Months Ended

Mar. 29, 2013

Income Taxes

Income Taxes

13. Income Taxes

              We recorded tax provisions of $60 million and $91 million for the quarters ended March 29, 2013 and March 30, 2012, respectively. The provision for the quarter ended March 29, 2013 reflects tax benefits recognized in connection with the lapse of statutes of limitations for examinations of prior year income tax returns in certain non-U.S. locations partially offset by charges related to adjustments to prior year income tax returns. In addition, the provision for the quarter ended March 29, 2013 reflects tax benefits recognized in connection with the extension of the U.S. research and development credit for fiscal 2012 enacted in January 2013 through the American Taxpayer Relief Act of 2012. The tax provision for the quarter ended March 30, 2012 reflects tax benefits recognized due to the lapse of statutes of limitations for examinations of prior year income tax returns in certain non-U.S. locations.

              We recorded an income tax benefit of $185 million and a tax provision of $179 million for the six months ended March 29, 2013 and March 30, 2012, respectively. The benefit for the six months ended March 29, 2013 reflects a $331 million income tax benefit related to the effective settlement of all undisputed tax matters for the period 1997 through 2000. In addition, the provision for the six months ended March 29, 2013 reflects tax benefits recognized in connection with the lapse of statutes of limitations for examinations of prior year income tax returns in certain non-U.S. locations partially offset by charges related to adjustments to prior year income tax returns. The provision for the six months ended March 30, 2012 reflects income tax expense associated with certain non-U.S. tax rate changes enacted during the quarter ended December 30, 2011.

              We record accrued interest as well as penalties related to uncertain tax positions as part of the provision for income taxes. As of March 29, 2013, we had recorded $965 million of accrued interest and penalties related to uncertain tax positions on the Condensed Consolidated Balance Sheet, of which $963 million was recorded in income taxes and $2 million was recorded in accrued and other current liabilities. As of September 28, 2012, the balance of accrued interest and penalties was $1,335 million, of which $1,299 million was recorded in income taxes and $36 million was recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheet. The decrease in the accrued interest and penalties from fiscal year end 2012 is due mainly to the effective settlement of all undisputed tax matters for the period 1997 through 2000. During the six months ended March 29, 2013, we recognized $300 million of benefit related to interest and penalties on the Condensed Consolidated Statement of Operations.

              For tax years 1997 through 2004, Tyco International has resolved all matters, excluding one disputed issue related to the tax treatment of certain intercompany debt transactions. During fiscal 2011, the IRS commenced its audit of certain Tyco International income tax returns for the years 2005 through 2007. Also, during fiscal 2012, the IRS commenced its audit of our income tax returns for the years 2008 through 2010. See Note 9 for additional information regarding the status of IRS examinations.

              Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that up to approximately $45 million of unrecognized income 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 income tax benefits reflected on the Condensed Consolidated Balance Sheet as of March 29, 2013.

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Commitments and Contingencies

6 Months Ended

Mar. 29, 2013

Commitments and Contingencies

Commitments and Contingencies

9. 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.

              At March 29, 2013, 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 was completed for 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.

• • Income Taxes

              In connection with the separation, we entered into a Tax Sharing Agreement that generally governs our, Tyco International's, and Covidien's respective rights, responsibilities, and obligations after the distribution with respect to taxes, including ordinary course of business taxes and taxes, if any, incurred as a result of any failure of the distribution of all of our shares or the shares of Covidien to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Internal Revenue Code (the "Code") or certain internal transactions undertaken in anticipation of the spin-offs to qualify for tax-favored treatment under the Code.

              Pursuant to the Tax Sharing Agreement, upon separation, we entered into certain guarantee commitments and indemnifications with Tyco International and Covidien. Under 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. See Note 8 for additional information regarding the Tax Sharing Agreement.

              During fiscal 2007, the Internal Revenue Service ("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 that reflect the IRS' determination of proposed tax adjustments for the 1997 through 2000 period. 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. The penalties were asserted against a prior subsidiary of Tyco International that was distributed to us in connection with the separation. Tyco International appealed certain of the proposed adjustments for the years 1997 through 2000, and Tyco International has now resolved all but one of the matters associated with the proposed tax adjustments, including reaching an agreement with the IRS on the penalty adjustment. In October 2012, the IRS issued special agreement Forms 870-AD, effectively settling its audit of all tax matters for the period 1997 through 2000, excluding one issue that remains in dispute as described below. As a result of these developments, in the first six months of fiscal 2013, we recognized an income tax benefit of $331 million and other expense of $231 million pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

              The disputed issue involves the tax treatment of certain intercompany debt transactions. The IRS has asserted that certain intercompany loans originating during the period 1997 through 2000 did not constitute debt for U.S. federal income tax purposes and has disallowed related interest deductions recognized on Tyco International's U.S. income tax returns during the period. Tyco International contends that the intercompany financing qualified as debt for U.S. tax purposes and that the interest deductions reflected on the income tax returns are appropriate. The IRS and Tyco International remain unable to resolve this matter through the IRS appeals process. We understand that Tyco International expects to receive statutory notices of deficiency from the IRS in our third quarter of fiscal 2013. Upon receipt of these statutory notices, we expect that Tyco International will commence litigation of this matter with the IRS in U.S. federal court. Based upon relevant facts surrounding the intercompany debt transactions, relevant tax regulations, and applicable case law, we believe that we are adequately reserved for this matter. However, the ultimate outcome is uncertain and if the IRS were to prevail on its assertions, our share of the assessed tax, deficiency interest, and applicable withholding taxes and penalties could have a material adverse impact on our results of operations, financial position, or cash flows.

              During the first six months of fiscal 2013, we made payments of $67 million for tax deficiencies related to undisputed tax adjustments for the years 1997 through 2000. Tyco International's income tax returns for the years 2001 through 2004 remain subject to adjustment by the IRS upon ultimate resolution of the disputed issue involving certain intercompany loans originated during the period 1997 through 2000. Over the next twelve months, we expect net cash receipts of approximately $36 million, inclusive of related indemnification receipts and payments, in connection with these pre-separation tax matters.

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

              During fiscal 2012, the IRS commenced its audit of our income tax returns for the years 2008 through 2010.

              At March 29, 2013 and September 28, 2012, we have reflected $13 million and $71 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 March 29, 2013, we concluded that it was probable that we would incur remedial costs in the range of $13 million to $24 million. As of March 29, 2013, we concluded that the best estimate within this range is $14 million, of which $3 million is included in accrued and other current liabilities and $11 million is included in other liabilities on the Condensed Consolidated Balance Sheet. 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.

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Tyco Electronics Group S.A. (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012
Tyco Electronics Group S.A.
Ownership percentage in TEGSA	100.00%		100.00%
Statement of Operations Detail:
Net sales	$ 3,265	$ 3,249	$ 6,399	$ 6,419
Cost of sales	2,213	2,228	4,358	4,455
Gross margin	1,052	1,021	2,041	1,964
Selling, general, and administrative expenses	438	427	866	810
Research, development, and engineering expenses	171	173	342	350
Acquisition and integration costs	3	4	8	8
Restructuring and other charges, net	81	32	173	50
Operating income	359	385	652	746
Interest income	5	7	9	12
Interest expense	(35)	(44)	(72)	(83)
Other income (expense), net	9	11	(217)	12
Income from continuing operations before income taxes	338	359	372	687
Income tax (expense) benefit	(60)	(91)	185	(179)
Income from continuing operations	278	268	557	508
Loss from discontinued operations, net of income taxes	(1)	(10)	(3)	12
Net income	277	258	554	520
Less: net income attributable to noncontrolling interests		(1)		(3)
Net income attributable to TE Connectivity Ltd.	277	257	554	517
Other comprehensive income (loss)	(122)	139	(95)	(39)
Comprehensive income attributable to TE Connectivity Ltd.	155	396	459	478
TE Connectivity Ltd.
Statement of Operations Detail:
Selling, general, and administrative expenses	33	39	74	55
Operating income	(33)	(39)	(74)	(55)
Equity in net income of subsidiaries	315	309	638	565
Equity in net loss of subsidiaries of discontinued operations	(1)	(10)	(3)	12
Intercompany interest and fees	(4)	(3)	(7)	(5)
Income from continuing operations before income taxes	277	257	554	517
Income from continuing operations	277	257	554	517
Net income		257		517
Net income attributable to TE Connectivity Ltd.	277	257	554	517
Other comprehensive income (loss)	(122)	139	(95)	(39)
Comprehensive income attributable to TE Connectivity Ltd.	155	396	459	478
Tyco Electronics Group S.A.
Statement of Operations Detail:
Selling, general, and administrative expenses	2	(50)	3	(49)
Acquisition and integration costs				2
Operating income	(2)	50	(3)	47
Interest expense	(34)	(43)	(68)	(80)
Equity in net income of subsidiaries	337	285	682	565
Equity in net loss of subsidiaries of discontinued operations	(1)	(10)	(3)	12
Intercompany interest and fees	14	17	27	33
Income from continuing operations before income taxes	314	299	635	577
Income from continuing operations	314	299	635	577
Net income		299		577
Net income attributable to TE Connectivity Ltd.	314	299	635	577
Other comprehensive income (loss)	(122)	139	(95)	(39)
Comprehensive income attributable to TE Connectivity Ltd.	192	438	540	538
Other Subsidiaries
Statement of Operations Detail:
Net sales	3,265	3,249	6,399	6,419
Cost of sales	2,213	2,228	4,358	4,455
Gross margin	1,052	1,021	2,041	1,964
Selling, general, and administrative expenses	403	438	789	804
Research, development, and engineering expenses	171	173	342	350
Acquisition and integration costs	3	4	8	6
Restructuring and other charges, net	81	32	173	50
Operating income	394	374	729	754
Interest income	5	7	9	12
Interest expense	(1)	(1)	(4)	(3)
Other income (expense), net	9	11	(217)	12
Intercompany interest and fees	(10)	(14)	(20)	(28)
Income from continuing operations before income taxes	397	377	497	747
Income tax (expense) benefit	(60)	(91)	185	(179)
Income from continuing operations	337	286	682	568
Loss from discontinued operations, net of income taxes	(1)	(10)	(3)	12
Net income		276		580
Less: net income attributable to noncontrolling interests		(1)		(3)
Net income attributable to TE Connectivity Ltd.	336	275	679	577
Other comprehensive income (loss)	(124)	140	(100)	(38)
Comprehensive income attributable to TE Connectivity Ltd.	212	415	579	539
Consolidating Adjustments
Statement of Operations Detail:
Equity in net income of subsidiaries	(652)	(594)	(1,320)	(1,130)
Equity in net loss of subsidiaries of discontinued operations	2	20	6	(24)
Income from continuing operations before income taxes	(650)	(574)	(1,314)	(1,154)
Income from continuing operations	(650)	(574)	(1,314)	(1,154)
Net income		(574)		(1,154)
Net income attributable to TE Connectivity Ltd.	(650)	(574)	(1,314)	(1,154)
Other comprehensive income (loss)	246	(279)	195	77
Comprehensive income attributable to TE Connectivity Ltd.	$ (404)	$ (853)	$ (1,119)	$ (1,077)

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Debt

6 Months Ended

Mar. 29, 2013

Debt

Debt

7. Debt

              Debt was as follows:

	March 29, 2013	September 28, 2012
	(in millions)
6.00% senior notes due 2012	$—	$714
5.95% senior notes due 2014	300	300
1.60% senior notes due 2015	250	250
6.55% senior notes due 2017	730	732
4.875% senior notes due 2021	272	274
3.50% senior notes due 2022	498	498
7.125% senior notes due 2037	475	475
3.50% convertible subordinated notes due 2015	89	90
Commercial paper, at a weighted-average interest rate of 0.32% and 0.40%, respectively	350	300
Other	66	78
Total debt(1)	3,030	3,711
Less current maturities of long-term debt(2)	715	1,015
Long-term debt	$2,315	$2,696

(1)

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

(2)

The current maturities of long-term debt at March 29, 2013 was comprised of the 5.95% senior notes due 2014, commercial paper, and a portion of amounts shown as other. The current maturities of long-term debt at September 28, 2012 was comprised of the 6.00% senior notes due 2012, commercial paper, and a portion of amounts shown as other.

              Tyco Electronics Group S.A. ("TEGSA"), our 100%-owned subsidiary, has a five-year unsecured senior revolving credit facility ("Credit Facility") with total commitments of $1,500 million. This facility expires in June 2016. TEGSA had no borrowings under the Credit Facility at March 29, 2013 and September 28, 2012.

              In addition to the Credit Facility, TEGSA is the borrower under the outstanding senior notes and outstanding commercial paper. TEGSA's payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed by its parent, 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 issued by ADC prior to its acquisition in December 2010.

              The fair value of our debt, based on indicative valuations, was approximately $3,317 million and $4,034 million at March 29, 2013 and September 28, 2012, respectively.

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Guarantees

6 Months Ended

Mar. 29, 2013

Guarantees

Guarantees

8. Guarantees

• • Tax Sharing Agreement

              Effective June 29, 2007, we became the parent company of the former electronics businesses of Tyco International Ltd. ("Tyco International"). On June 29, 2007, Tyco International distributed all of our shares, as well as its shares of its former healthcare businesses ("Covidien"), to its common shareholders (the "separation").

              Upon separation, we entered into a Tax Sharing Agreement, under which we share responsibility for certain of our, Tyco International's, and Covidien's income tax liabilities based on a sharing formula for periods prior to and including June 29, 2007. We, Tyco International, and Covidien share 31%, 27%, and 42%, respectively, of U.S. income tax liabilities that arise from adjustments made by tax authorities to our, Tyco International's, and Covidien's U.S. income tax returns. 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. We are responsible for all of our own taxes that are not shared pursuant to the Tax Sharing Agreement's sharing formula. 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 Accounting Standards Codification 460, Guarantees.

              At March 29, 2013, we had a liability representing the indemnifications made to Tyco International and Covidien pursuant to the Tax Sharing Agreement of $241 million of which $225 million was reflected in other liabilities and $16 million was reflected in accrued and other current liabilities on the Condensed Consolidated Balance Sheet. At September 28, 2012, the liability was $241 million and consisted of $227 million in other liabilities and $14 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 the next twelve months.

              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 $241 million remains sufficient to satisfy these expected obligations.

• • Other Matters

              In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows.

              At March 29, 2013, we had outstanding letters of credit and letters of guarantee in the amount of $359 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 March 29, 2013 and September 28, 2012 were $42 million and $48 million, respectively.

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Financial Instruments

6 Months Ended

Mar. 29, 2013

Financial Instruments

Financial Instruments

10. 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, as needed, to fund our operations and capital requirements. 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 options to enter into interest rate swaps ("swaptions") to manage interest rate exposure in periods prior to the anticipated issuance of fixed-rate debt. We also utilize investment swaps to manage earnings exposure on certain non-qualified deferred compensation liabilities.

• • 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 $2,062 million and $2,981 million at March 29, 2013 and September 28, 2012, respectively. We reclassified foreign exchange gains of $63 million and $8 million during the quarters ended March 29, 2013 and March 30, 2012, respectively, and gains of $65 million and $60 million during the six months ended March 29, 2013 and March 30, 2012, 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.

• • 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 March 29, 2013 and September 28, 2012, our commodity hedges had notional values of $266 million and $246 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.

• • Derivative Instrument Summary

              The fair value of our derivative instruments is summarized below:

	March 29, 2013		September 28, 2012
	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)	$—	$4	$2	$1
Interest rate swaps	23	—	26	—
Commodity swap contracts(3)	1	15	18	1
Total derivatives designated as hedging instruments	24	19	46	2
Derivatives not designated as hedging instruments:
Foreign currency contracts(3)	6	5	2	2
Investment swaps	3	—	1	—
Total derivatives not designated as hedging instruments	9	5	3	2
Total derivatives	$33	$24	$49	$4

(1)

All derivative instruments 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 and totaled $10 million and $19 million at March 29, 2013 and September 28, 2012, respectively. All derivative instruments 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 $23 million and $30 million at March 29, 2013 and September 28, 2012, respectively.

(2)

All derivative instruments 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 and totaled $21 million and $4 million at March 29, 2013 and September 28, 2012, respectively. All derivative instruments 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 March 29, 2013; there were no derivatives in other liabilities at September 28, 2012.

(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		For the Six Months Ended
Derivatives Designated as Fair Value Hedges	Location	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
		(in millions)
Interest rate swaps(1)	Interest expense	$1	$1	$2	$3

(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 March 29, 2013 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 for the quarters ended 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 March 29, 2013:
Foreign currency contracts	$(4)	Cost of sales	$—	Cost of sales	$—
Commodity swap contracts	(14)	Cost of sales	(3)	Cost of sales	—
Interest rate swaps(1)	—	Interest expense	(3)	Interest expense	—
Total	$(18)		$(6)		$—
For the Quarter Ended March 30, 2012:
Foreign currency contracts	$2	Cost of sales	$(1)	Cost of sales	$—
Commodity swap contracts	18	Cost of sales	4	Cost of sales	—
Interest rate swaps and swaptions(1)	(4)	Interest expense	(3)	Interest expense	—
Total	$16		$—		$—

(1)

During the quarter ended March 29, 2013, there were no outstanding interest rate swaps designated as cash flow hedges. During the quarter ended March 30, 2012, we terminated forward starting interest rate swaps and swaptions designated as cash flow hedges for a cash payment of $24 million. Prior to the termination, a loss of $2 million was recorded in other comprehensive income related to the effective portions of the hedges during the period. Also during the quarter ended March 30, 2012, we entered into and terminated an interest rate swap designated as a cash flow hedge, recording a loss of $2 million in other comprehensive income. Amounts recognized as interest expense due to ineffectiveness following the termination of all swaps in fiscal 2012 were not material. Losses reclassified from accumulated other comprehensive income to interest expense during the quarters ended March 29, 2013 and March 30, 2012 include the instruments terminated in January 2012 as well as certain forward starting interest rate swaps designated as cash flow hedges that were terminated in September 2007.

              The effects of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations for the six months ended 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 Six Months Ended March 29, 2013:
Foreign currency contracts	$(4)	Cost of sales	$1	Cost of sales	$—
Commodity swap contracts	(31)	Cost of sales	—	Cost of sales	—
Interest rate swaps(1)	—	Interest expense	(5)	Interest expense	—
Total	$(35)		$(4)		$—
For the Six Months Ended March 30, 2012:
Foreign currency contracts	$(1)	Cost of sales	$(1)	Cost of sales	$—
Commodity swap contracts	14	Cost of sales	14	Cost of sales	—
Interest rate swaps and swaptions(1)	(5)	Interest expense	(4)	Interest expense	—
Total	$8		$9		$—

(1)

During the six months ended March 29, 2013, there were no outstanding interest rate swaps designated as cash flow hedges. During the six months ended March 30, 2012, we terminated forward starting interest rate swaps and swaptions designated as cash flow hedges for a cash payment of $24 million. Prior to the termination, a loss of $3 million was recorded in other comprehensive income related to the effective portions of the hedges during the period. Also during the six months ended March 30, 2012, we entered into and terminated an interest rate swap designated as a cash flow hedge, recording a loss of $2 million in other comprehensive income. Amounts recognized as interest expense due to ineffectiveness following the termination of all swaps in fiscal 2012 were not material. Losses reclassified from accumulated other comprehensive income to interest expense during the six months ended March 29, 2013 and March 30, 2012 include the instruments terminated in January 2012 as well as certain forward starting interest rate swaps designated as cash flow hedges that were terminated in September 2007.

              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		For the Six Months Ended
Derivatives not Designated as Hedging Instruments
	Location	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
		(in millions)
Foreign currency contracts	Selling, general, and administrative expenses	$2	$11	$1	$(21)
Investment swaps	Selling, general, and administrative expenses	4	4	4	7
Total		$6	$15	$5	$(14)

              During the quarter and six months ended March 30, 2012, we incurred gains of $11 million and losses of $21 million, respectively, as a result of marking foreign currency derivatives not designated as hedging instruments to fair value. These gains and 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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Retirement Plans (Tables)

6 Months Ended

Mar. 29, 2013

Retirement Plans

Net periodic pension benefit cost

	U.S. Plans		Non-U.S. Plans
	For the Quarters Ended		For the Quarters Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Service cost	$1	$1	$15	$13
Interest cost	12	13	18	19
Expected return on plan assets	(15)	(14)	(18)	(14)
Other(1)	9	11	8	6
Net periodic pension benefit cost	$7	$11	$23	$24

	U.S. Plans		Non-U.S. Plans
	For the Six Months Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Service cost	$3	$3	$30	$26
Interest cost	23	26	36	38
Expected return on plan assets	(30)	(29)	(36)	(27)
Other(1)	18	21	16	12
Net periodic pension benefit cost	$14	$21	$46	$49

(1)

Other consists primarily of amortization of net actuarial losses.

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Fair Value Measurements (Details) (Recurring, USD $) In Millions, unless otherwise specified	Mar. 29, 2013	Sep. 28, 2012
Level 1
Assets:
Commodity swap contracts	$ 1	$ 18
Rabbi trust assets	3	4
Total assets at fair value	4	22
Liabilities:
Commodity swap contracts	15	1
Total liabilities at fair value	15	1
Level 2
Assets:
Interest rate swaps	23	26
Investment swaps	3	1
Foreign currency contracts	6	4
Rabbi trust assets	80	79
Total assets at fair value	112	110
Liabilities:
Foreign currency contracts	9	3
Total liabilities at fair value	9	3
Fair Value
Assets:
Commodity swap contracts	1	18
Interest rate swaps	23	26
Investment swaps	3	1
Foreign currency contracts	6	4
Rabbi trust assets	83	83
Total assets at fair value	116	132
Liabilities:
Commodity swap contracts	15	1
Foreign currency contracts	9	3
Total liabilities at fair value	$ 24	$ 4

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Earnings Per Share

6 Months Ended

Mar. 29, 2013

Earnings Per Share

Earnings Per Share

15. Earnings Per Share

              The weighted-average number of shares outstanding used in the computation of basic and diluted earnings per share were as follows:

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Weighted-average shares outstanding:
Basic	420	427	421	426
Dilutive impact of share-based compensation arrangements	4	4	4	4
Diluted	424	431	425	430

              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. Share options not included in the computation totaled 5 million and 6 million for the quarters ended March 29, 2013 and March 30, 2012, respectively, and 6 million and 11 million for the six months ended March 29, 2013 and March 30, 2012, respectively.

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Restructuring and Other Charges, Net (Tables)

6 Months Ended

Mar. 29, 2013

Restructuring and Other Charges, Net

Schedule of restructuring and other charges

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Restructuring charges, net	$86	$32	$178	$50
Gain on divestiture	(5)	—	(5)	—
	$81	$32	$173	$50

Charges to operations by segment

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Transportation Solutions	$18	$—	$28	$1
Network Solutions	31	24	55	30
Industrial Solutions	21	1	33	9
Consumer Solutions	16	7	62	10
Restructuring charges, net	$86	$32	$178	$50

Summary of activity in restructuring reserves

	Balance at September 28, 2012	Charges	Changes in Estimate	Cash Payments	Non-Cash Items	Currency Translation	Balance at March 29, 2013
	(in millions)
Fiscal 2013 Actions:
Employee severance	$—	$171	$—	$(26)	$—	$(2)	$143
Facility and other exit costs	—	2	—	(1)	—	—	1
Property, plant, and equipment	—	23	—	—	(23)	—	—
Total	—	196	—	(27)	(23)	(2)	144
Fiscal 2012 Actions:
Employee severance	79	1	(7)	(28)	—	—	45
Facility and other exit costs	2	1	—	(1)	—	—	2
Property, plant, and equipment	—	2	—	—	(2)	—	—
Total	81	4	(7)	(29)	(2)	—	47
Pre-Fiscal 2012 Actions:
Employee severance	51	—	(15)	(12)	—	2	26
Facility and other exit costs	29	1	(1)	(4)	—	(1)	24
Total	80	1	(16)	(16)	—	1	50
Total Activity	$161	$201	$(23)	$(72)	$(25)	$(1)	$241

Restructuring and Other Charges, Net

Restructuring reserves included on Consolidated Balance Sheets

	March 29, 2013	September 28, 2012
	(in millions)
Accrued and other current liabilities	$200	$118
Other liabilities	41	43
Restructuring reserves	$241	$161

Fiscal 2013 Actions

Restructuring and Other Charges, Net

Summary of charges incurred by type

	Total Expected Charges	Charges Incurred For the Six Months Ended March 29, 2013	Remaining Expected Charges
	(in millions)
Employee severance	$176	$171	$5
Facility and other exit costs	8	2	6
Property, plant, and equipment	48	23	25
Total	$232	$196	$36

Summary of charges incurred by segment

	Total Expected Charges	Charges Incurred For the Six Months Ended March 29, 2013	Remaining Expected Charges
	(in millions)
Transportation Solutions	$31	$28	$3
Network Solutions	64	61	3
Industrial Solutions	47	40	7
Consumer Solutions	90	67	23
Total	$232	$196	$36

Fiscal 2012 Actions

Restructuring and Other Charges, Net

Summary of charges incurred by type

		Charges Incurred
	Total Expected Charges	For the Six Months Ended March 29, 2013	For Fiscal 2012
	(in millions)
Employee severance	$119	$(6)	$125
Facility and other exit costs	4	1	3
Property, plant, and equipment	5	2	3
Total	$128	$(3)	$131

Summary of charges incurred by segment

		Charges Incurred
	Total Expected Charges	For the Six Months Ended March 29, 2013	For Fiscal 2012
	(in millions)
Transportation Solutions	$30	$1	$29
Network Solutions	53	(3)	56
Industrial Solutions	25	(1)	26
Consumer Solutions	20	—	20
Total	$128	$(3)	$131

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Financial Instruments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012	Sep. 28, 2012
Derivatives.
Derivative liability, fair value	$ 24		$ 24		$ 4
Net investment hedges, notional amount	2,062		2,062		2,981
Foreign exchange gain (loss) from net investment hedges	63	8	65	60
Derivative asset, fair value	33		33		49
Prepaid Expenses and Other Current Assets
Derivatives.
Derivative asset, fair value	10		10		19
Accrued and other current liabilities
Derivatives.
Derivative liability, fair value	21		21		4
Other assets
Derivatives.
Derivative asset, fair value	23		23		30
Other liabilities
Derivatives.
Derivative liability, fair value	3		3		0
Commodity swap contracts
Derivatives.
Notional amount of cash flow hedges	266		266		246
Derivatives designated as hedging instruments
Derivatives.
Derivative liability, fair value	19		19		2
Derivative asset, fair value	24		24		46
Derivatives designated as hedging instruments | Foreign currency contracts
Derivatives.
Derivative liability, fair value	4		4		1
Derivative asset, fair value					2
Derivatives designated as hedging instruments | Interest rate swaps
Derivatives.
Derivative asset, fair value	23		23		26
Derivatives designated as hedging instruments | Commodity swap contracts
Derivatives.
Derivative liability, fair value	15		15		1
Derivative asset, fair value	1		1		18
Derivatives not designated as hedging instruments
Derivatives.
Derivative liability, fair value	5		5		2
Derivative asset, fair value	9		9		3
Derivatives not designated as hedging instruments | Foreign currency contracts
Derivatives.
Derivative liability, fair value	5		5		2
Derivative asset, fair value	6		6		2
Derivatives not designated as hedging instruments | Investment swaps
Derivatives.
Derivative asset, fair value	$ 3		$ 3		$ 1

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Restructuring and Other Charges, Net (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended			3 Months Ended	6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended									12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended		6 Months Ended		12 Months Ended	6 Months Ended		6 Months Ended		12 Months Ended	6 Months Ended		6 Months Ended		12 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012	Sep. 28, 2012	Mar. 29, 2013 Transportation Solutions	Mar. 29, 2013 Transportation Solutions	Mar. 30, 2012 Transportation Solutions	Mar. 29, 2013 Network Solutions	Mar. 30, 2012 Network Solutions	Mar. 29, 2013 Network Solutions	Mar. 30, 2012 Network Solutions	Mar. 29, 2013 Industrial Solutions	Mar. 30, 2012 Industrial Solutions	Mar. 29, 2013 Industrial Solutions	Mar. 30, 2012 Industrial Solutions	Mar. 29, 2013 Consumer Solutions	Mar. 30, 2012 Consumer Solutions	Mar. 29, 2013 Consumer Solutions	Mar. 30, 2012 Consumer Solutions	Mar. 29, 2013 Fiscal 2013 Actions	Mar. 29, 2013 Fiscal 2013 Actions Transportation Solutions	Mar. 29, 2013 Fiscal 2013 Actions Network Solutions	Mar. 29, 2013 Fiscal 2013 Actions Industrial Solutions	Mar. 29, 2013 Fiscal 2013 Actions Consumer Solutions	Mar. 29, 2013 Fiscal 2012 Actions	Mar. 30, 2012 Fiscal 2012 Actions	Sep. 28, 2012 Fiscal 2012 Actions	Mar. 29, 2013 Fiscal 2012 Actions Transportation Solutions	Sep. 28, 2012 Fiscal 2012 Actions Transportation Solutions	Mar. 29, 2013 Fiscal 2012 Actions Network Solutions	Sep. 28, 2012 Fiscal 2012 Actions Network Solutions	Mar. 29, 2013 Fiscal 2012 Actions Industrial Solutions	Sep. 28, 2012 Fiscal 2012 Actions Industrial Solutions	Mar. 29, 2013 Fiscal 2012 Actions Consumer Solutions	Sep. 28, 2012 Fiscal 2012 Actions Consumer Solutions	Mar. 29, 2013 Pre-Fiscal 2012 Actions	Sep. 28, 2012 Pre-Fiscal 2012 Actions	Mar. 29, 2013 Employee severance Fiscal 2013 Actions	Mar. 29, 2013 Employee severance Fiscal 2012 Actions	Sep. 28, 2012 Employee severance Fiscal 2012 Actions	Mar. 29, 2013 Employee severance Pre-Fiscal 2012 Actions	Sep. 28, 2012 Employee severance Pre-Fiscal 2012 Actions	Mar. 29, 2013 Facility and other exit costs Fiscal 2013 Actions	Mar. 29, 2013 Facility and other exit costs Fiscal 2012 Actions	Sep. 28, 2012 Facility and other exit costs Fiscal 2012 Actions	Mar. 29, 2013 Facility and other exit costs Pre-Fiscal 2012 Actions	Sep. 28, 2012 Facility and other exit costs Pre-Fiscal 2012 Actions	Mar. 29, 2013 Property, plant, and equipment Fiscal 2013 Actions	Mar. 29, 2013 Property, plant, and equipment Fiscal 2012 Actions	Sep. 28, 2012 Property, plant, and equipment Fiscal 2012 Actions
Restructuring Charges
Cash Payments			$ 72																		$ 27					$ 29											$ 16		$ 26	$ 28		$ 12		$ 1	$ 1		$ 4
Total Expected Charges																					232	31	64	47	90	128			30		53		25		20				176	119				8	4				48	5
Charges Incurred	86	32	178	50		18	28	1	31	24	55	30	21	1	33	9	16	7	62	10	196	28	61	40	67	(3)	50	131	1	29	(3)	56	(1)	26		20	(15)		171	(6)	125			2	1	3			23	2	3
Remaining Expected Charges																					36	3	3	7	23														5					6					25
Accrued and other current liabilities	200		200		118
Other liabilities	41		41		43
Restructuring Reserves	$ 241		$ 241		$ 161																$ 144					$ 47		$ 81									$ 50	$ 80	$ 143	$ 45	$ 79	$ 26	$ 51	$ 1	$ 2	$ 2	$ 24	$ 29

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) In Millions, except Share data, unless otherwise specified	Mar. 29, 2013 USD ($)	Mar. 29, 2013 CHF	Sep. 28, 2012 USD ($)	Sep. 28, 2012 CHF
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 48		$ 41
Common shares, shares authorized	439,092,124	439,092,124	439,092,124	439,092,124
Common shares, shares issued	439,092,124	439,092,124	439,092,124	439,092,124
Common shares, par value (in currency per share)	$ 0.44	0.57	$ 0.86	0.97
Treasury shares	22,310,014	22,310,014	16,408,049	16,408,049

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Inventories

6 Months Ended

Mar. 29, 2013

Inventories

Inventories

4. Inventories

              Inventories consisted of the following:

	March 29, 2013	September 28, 2012
	(in millions)
Raw materials	$268	$282
Work in progress	586	573
Finished goods	899	896
Inventoried costs on long-term contracts	50	57
Inventories	$1,803	$1,808

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Segment Data (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2013	Mar. 30, 2012	Mar. 29, 2013	Mar. 30, 2012
Segment Data
Net sales	$ 3,265	$ 3,249	$ 6,399	$ 6,419
Operating income	359	385	652	746
Transportation Solutions
Segment Data
Net sales	1,385	1,274	2,649	2,505
Operating income	241	196	433	380
Network Solutions
Segment Data
Net sales	725	815	1,459	1,617
Operating income	19	53	55	112
Industrial Solutions
Segment Data
Net sales	736	711	1,436	1,396
Operating income	78	104	148	194
Consumer Solutions
Segment Data
Net sales	419	449	855	901
Operating income	$ 21	$ 32	$ 16	$ 60

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Discontinued Operations (Tables)

6 Months Ended

Mar. 29, 2013

Discontinued Operations

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

	For the Quarters Ended		For the Six Months Ended
	March 29, 2013	March 30, 2012	March 29, 2013	March 30, 2012
	(in millions)
Net sales from discontinued operations	$—	$140	$—	$279
Pre-tax income (loss) from discontinued operations	$—	$(15)	$(1)	$15
Pre-tax loss on sale of discontinued operations	(2)	—	(4)	—
Income tax (expense) benefit	1	5	2	(3)
Income (loss) from discontinued operations, net of income taxes	$(1)	$(10)	$(3)	$12

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Tyco Electronics Group S.A. (Tables)

6 Months Ended

Mar. 29, 2013

Tyco Electronics Group S.A.

Condensed Consolidating Statement of Operations

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Quarter Ended March 29, 2013

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$3,265	$—	$3,265
Cost of sales	—	—	2,213	—	2,213
Gross margin	—	—	1,052	—	1,052
Selling, general, and administrative expenses	33	2	403	—	438
Research, development, and engineering expenses	—	—	171	—	171
Acquisition and integration costs	—	—	3	—	3
Restructuring and other charges, net	—	—	81	—	81
Operating income (loss)	(33)	(2)	394	—	359
Interest income	—	—	5	—	5
Interest expense	—	(34)	(1)	—	(35)
Other income, net	—	—	9	—	9
Equity in net income of subsidiaries	315	337	—	(652)	—
Equity in net loss of subsidiaries from discontinued operations	(1)	(1)	—	2	—
Intercompany interest and fees	(4)	14	(10)	—	—
Income from continuing operations before income taxes	277	314	397	(650)	338
Income tax expense	—	—	(60)	—	(60)
Income from continuing operations	277	314	337	(650)	278
Loss from discontinued operations, net of income taxes	—	—	(1)	—	(1)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	277	314	336	(650)	277
Other comprehensive loss	(122)	(122)	(124)	246	(122)
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$155	$192	$212	$(404)	$155

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Quarter Ended March 30, 2012

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$3,249	$—	$3,249
Cost of sales	—	—	2,228	—	2,228
Gross margin	—	—	1,021	—	1,021
Selling, general, and administrative expenses, net	39	(50)	438	—	427
Research, development, and engineering expenses	—	—	173	—	173
Acquisition costs	—	—	4	—	4
Restructuring and other charges, net	—	—	32	—	32
Operating income (loss)	(39)	50	374	—	385
Interest income	—	—	7	—	7
Interest expense	—	(43)	(1)	—	(44)
Other income, net	—	—	11	—	11
Equity in net income of subsidiaries	309	285	—	(594)	—
Equity in net loss of subsidiaries of discontinued operations	(10)	(10)	—	20	—
Intercompany interest and fees	(3)	17	(14)	—	—
Income from continuing operations before income taxes	257	299	377	(574)	359
Income tax expense	—	—	(91)	—	(91)
Income from continuing operations	257	299	286	(574)	268
Loss from discontinued operations, net of income taxes	—	—	(10)	—	(10)
Net income	257	299	276	(574)	258
Less: net income attributable to noncontrolling interests	—	—	(1)	—	(1)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	257	299	275	(574)	257
Other comprehensive income	139	139	140	(279)	139
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$396	$438	$415	$(853)	$396

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Six Months Ended March 29, 2013

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$6,399	$—	$6,399
Cost of sales	—	—	4,358	—	4,358
Gross margin	—	—	2,041	—	2,041
Selling, general, and administrative expenses	74	3	789	—	866
Research, development, and engineering expenses	—	—	342	—	342
Acquisition and integration costs	—	—	8	—	8
Restructuring and other charges, net	—	—	173	—	173
Operating income (loss)	(74)	(3)	729	—	652
Interest income	—	—	9	—	9
Interest expense	—	(68)	(4)	—	(72)
Other expense, net	—	—	(217)	—	(217)
Equity in net income of subsidiaries	638	682	—	(1,320)	—
Equity in net loss of subsidiaries from discontinued operations	(3)	(3)	—	6	—
Intercompany interest and fees	(7)	27	(20)	—	—
Income from continuing operations before income taxes	554	635	497	(1,314)	372
Income tax benefit	—	—	185	—	185
Income from continuing operations	554	635	682	(1,314)	557
Loss from discontinued operations, net of income taxes	—	—	(3)	—	(3)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	554	635	679	(1,314)	554
Other comprehensive loss	(95)	(95)	(100)	195	(95)
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$459	$540	$579	$(1,119)	$459

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Six Months Ended March 30, 2012

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Net sales	$—	$—	$6,419	$—	$6,419
Cost of sales	—	—	4,455	—	4,455
Gross margin	—	—	1,964	—	1,964
Selling, general, and administrative expenses, net	55	(49)	804	—	810
Research, development, and engineering expenses	—	—	350	—	350
Acquisition costs	—	2	6	—	8
Restructuring and other charges, net	—	—	50	—	50
Operating income (loss)	(55)	47	754	—	746
Interest income	—	—	12	—	12
Interest expense	—	(80)	(3)	—	(83)
Other income, net	—	—	12	—	12
Equity in net income of subsidiaries	565	565	—	(1,130)	—
Equity in net income of subsidiaries of discontinued operations	12	12	—	(24)	—
Intercompany interest and fees	(5)	33	(28)	—	—
Income from continuing operations before income taxes	517	577	747	(1,154)	687
Income tax expense	—	—	(179)	—	(179)
Income from continuing operations	517	577	568	(1,154)	508
Income from discontinued operations, net of income taxes	—	—	12	—	12
Net income	517	577	580	(1,154)	520
Less: net income attributable to noncontrolling interests	—	—	(3)	—	(3)
Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	517	577	577	(1,154)	517
Other comprehensive loss	(39)	(39)	(38)	77	(39)
Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$478	$538	$539	$(1,077)	$478

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet (UNAUDITED)
As of March 29, 2013

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$—	$—	$1,073	$—	$1,073
Accounts receivable, net	—	—	2,214	—	2,214
Inventories	—	—	1,803	—	1,803
Intercompany receivables	21	—	32	(53)	—
Prepaid expenses and other current assets	19	2	465	—	486
Deferred income taxes	—	—	288	—	288
Total current assets	40	2	5,875	(53)	5,864
Property, plant, and equipment, net	—	—	3,114	—	3,114
Goodwill	—	—	4,279	—	4,279
Intangible assets, net	—	—	1,291	—	1,291
Deferred income taxes	—	—	2,339	—	2,339
Investment in subsidiaries	8,215	17,398	—	(25,613)	—
Intercompany loans receivable	11	3,222	9,524	(12,757)	—
Receivable from Tyco International Ltd. and Covidien plc	—	—	963	—	963
Other assets	—	37	253	—	290
Total Assets	$8,266	$20,659	$27,638	$(38,423)	$18,140
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$—	$650	$65	$—	$715
Accounts payable	—	—	1,348	—	1,348
Accrued and other current liabilities	497	49	1,186	—	1,732
Deferred revenue	—	—	106	—	106
Intercompany payables	32	—	21	(53)	—
Total current liabilities	529	699	2,726	(53)	3,901
Long-term debt	—	2,225	90	—	2,315
Intercompany loans payable	4	9,520	3,233	(12,757)	—
Long-term pension and postretirement liabilities	—	—	1,312	—	1,312
Deferred income taxes	—	—	448	—	448
Income taxes	—	—	1,899	—	1,899
Other liabilities	—	—	532	—	532
Total Liabilities	533	12,444	10,240	(12,810)	10,407
Total Equity	7,733	8,215	17,398	(25,613)	7,733
Total Liabilities and Equity	$8,266	$20,659	$27,638	$(38,423)	$18,140

Condensed Consolidating Balance Sheet (UNAUDITED)
As of September 28, 2012

	TE Connectivity Ltd.	Tyco Electronics Group S.A.	Other Subsidiaries	Consolidating Adjustments	Total
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$—	$—	$1,589	$—	$1,589
Accounts receivable, net	1	—	2,342	—	2,343
Inventories	—	—	1,808	—	1,808
Intercompany receivables	16	—	29	(45)	—
Prepaid expenses and other current assets	2	1	471	—	474
Deferred income taxes	—	—	289	—	289
Total current assets	19	1	6,528	(45)	6,503
Property, plant, and equipment, net	—	—	3,213	—	3,213
Goodwill	—	—	4,308	—	4,308
Intangible assets, net	—	—	1,352	—	1,352
Deferred income taxes	—	—	2,460	—	2,460
Investment in subsidiaries	8,192	17,341	—	(25,533)	—
Intercompany loans receivable	11	2,779	8,361	(11,151)	—
Receivable from Tyco International Ltd. and Covidien plc	—	—	1,180	—	1,180
Other assets	—	40	250	—	290
Total Assets	$8,222	$20,161	$27,652	$(36,729)	$19,306
Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$—	$1,014	$1	$—	$1,015
Accounts payable	2	—	1,290	—	1,292
Accrued and other current liabilities	210	70	1,296	—	1,576
Deferred revenue	—	—	121	—	121
Intercompany payables	29	—	16	(45)	—
Total current liabilities	241	1,084	2,724	(45)	4,004
Long-term debt	—	2,529	167	—	2,696
Intercompany loans payable	4	8,356	2,791	(11,151)	—
Long-term pension and postretirement liabilities	—	—	1,353	—	1,353
Deferred income taxes	—	—	448	—	448
Income taxes	—	—	2,311	—	2,311
Other liabilities	—	—	517	—	517
Total Liabilities	245	11,969	10,311	(11,196)	11,329
Total Equity	7,977	8,192	17,341	(25,533)	7,977
Total Liabilities and Equity	$8,222	$20,161	$27,652	$(36,729)	$19,306

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows (UNAUDITED)
For the Six Months Ended March 29, 2013

	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	$(68)	$(62)	$969	$—	$839
Net cash used in discontinued operating activities	—	—	(2)	—	(2)
Net cash provided by (used in) operating activities	(68)	(62)	967	—	837
Cash Flows From Investing Activities:
Capital expenditures	—	—	(253)	—	(253)
Proceeds from sale of property, plant, and equipment	1	—	3	—	4
Change in intercompany loans	—	721	—	(721)	—
Other	—	—	17	—	17
Net cash provided by (used in) investing activities	1	721	(233)	(721)	(232)
Cash Flows From Financing Activities:
Changes in parent company equity(1)	613	5	(618)	—	—
Net increase in commercial paper	—	50	—	—	50
Repayment of long-term debt	—	(714)	—	—	(714)
Proceeds from exercise of share options	—	—	86	—	86
Repurchase of common shares	(365)	—	—	—	(365)
Payment of cash distributions to shareholders	(181)	—	4	—	(177)
Loan borrowing with parent	—	—	(721)	721	—
Other	—	—	(2)	—	(2)
Net cash provided by (used in) continuing financing activities	67	(659)	(1,251)	721	(1,122)
Net cash provided by discontinued financing activities	—	—	2	—	2
Net cash provided by (used in) financing activities	67	(659)	(1,249)	721	(1,120)
Effect of currency translation on cash	—	—	(1)	—	(1)
Net decrease in cash and cash equivalents	—	—	(516)	—	(516)
Cash and cash equivalents at beginning of period	—	—	1,589	—	1,589
Cash and cash equivalents at end of period	$—	$—	$1,073	$—	$1,073

(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 Six Months Ended March 30, 2012

	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	$(70)	$(16)	$762	$—	$676
Net cash provided by discontinued operating activities	—	—	53	—	53
Net cash provided by (used in) operating activities	(70)	(16)	815	—	729
Cash Flows From Investing Activities:
Capital expenditures	—	—	(270)	—	(270)
Proceeds from sale of property, plant, and equipment	—	—	7	—	7
Change in intercompany loans	(16)	(810)	—	826	—
Other	—	—	(7)	—	(7)
Net cash used in continuing investing activities	(16)	(810)	(270)	826	(270)
Net cash used in discontinued investing activities	—	—	(1)	—	(1)
Net cash used in investing activities	(16)	(810)	(271)	826	(271)
Cash Flows From Financing Activities:
Changes in parent company equity(1)	261	(483)	222	—	—
Net increase in commercial paper	—	569	—	—	569
Proceeds from long-term debt	—	748	—	—	748
Proceeds from exercise of share options	—	—	48	—	48
Repurchase of common shares	(17)	—	—	—	(17)
Payment of common share dividends	(158)	—	5	—	(153)
Loan borrowing with parent	—	—	826	(826)	—
Other	—	(8)	48	—	40
Net cash provided by continuing financing activities	86	826	1,149	(826)	1,235
Net cash used in discontinued financing activities	—	—	(52)	—	(52)
Net cash provided by financing activities	86	826	1,097	(826)	1,183
Effect of currency translation on cash	—	—	7	—	7
Net increase in cash and cash equivalents	—	—	1,648	—	1,648
Cash and cash equivalents at beginning of period	—	—	1,218	—	1,218
Cash and cash equivalents at end of period	$—	$—	$2,866	$—	$2,866

(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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Other Income (Expense), Net

6 Months Ended

Mar. 29, 2013

Other Income (Expense), Net

Other Income (Expense), Net

14. Other Income (Expense), Net

              We recorded net other income of $9 million and $11 million in the quarters ended March 29, 2013 and March 30, 2012, respectively, primarily consisting of income pursuant to the Tax Sharing Agreement with Tyco International and Covidien. See Note 8 for further information regarding the Tax Sharing Agreement.

              We recorded net other expense of $217 million and net other income of $12 million in the six months ended March 29, 2013 and March 30, 2012, respectively, primarily pursuant to the Tax Sharing Agreement with Tyco International and Covidien. The net expense in the six months ended March 29, 2013 includes $231 million related to the effective settlement of all undisputed tax matters for the period 1997 through 2000. See Note 9 for additional information.