10-K

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TE CONNECTIVITY LTD. TABLE OF CONTENTS
TE CONNECTIVITY LTD.

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

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2016
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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Shares, Par Value CHF 0.57	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

         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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

         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 Act). Yes o    No ý

         The aggregate market value of the registrant's common shares held by non-affiliates of the registrant was $21.7 billion as of March 25, 2016, the last business day of the registrant's most recently completed second fiscal quarter. Directors and executive officers of the registrant are considered affiliates for purposes of this calculation but should not necessarily be deemed affiliates for any other purpose.

         The number of common shares outstanding as of November 10, 2016 was 355,343,021.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the registrant's Proxy Statement to be filed in connection with the registrant's 2017 annual general meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

TE CONNECTIVITY LTD.
TABLE OF CONTENTS

		Page
Part I
Item 1.	Business		1
Item 1A.	Risk Factors		7
Item 2.	Properties		20
Item 3.	Legal Proceedings		20
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		21
Item 6.	Selected Financial Data		24
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		49
Item 8.	Financial Statements and Supplementary Data		50
Item 9A.	Controls and Procedures		51
Part III
Item 10.	Directors, Executive Officers and Corporate Governance		52
Item 11.	Executive Compensation		52
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		52
Item 13.	Certain Relationships and Related Transactions, and Director Independence		54
Item 14.	Principal Accountant Fees and Services		54
Part IV
Item 15.	Exhibits and Financial Statement Schedules		55
Signatures			59
Index to Consolidated Financial Statements			61

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

        We have made forward-looking statements in this Annual Report, including in the sections entitled "Business," "Risk Factors," "Legal Proceedings," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures about Market Risk," that 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, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "potential," "continue," "may," "should," or the negative of these terms or similar expressions.

        Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law.

        The risk factors discussed in "Risk Factors" and other risks identified in this Annual Report could cause our results to differ materially from those expressed in forward-looking statements. 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.

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PART I

ITEM 1.    BUSINESS

General

        TE Connectivity Ltd. ("TE Connectivity" or the "Company," which may be referred to as "we," "us," or "our") is a global technology leader. We design and manufacture connectivity and sensor solutions that are essential in today's increasingly connected world. We help our customers solve the need for intelligent, efficient, and high-performing products and solutions.

        We became an independent, publicly traded company in 2007; however, through our predecessor companies, we trace our foundations in the connectivity business back to 1941. We are organized under the laws of Switzerland. The rights of holders of our shares are governed by Swiss law, our Swiss articles of association, and our Swiss organizational regulations.

        We have a 52 or 53-week fiscal year that ends on the last Friday of September. Fiscal 2016 was a 53 week year and ended on September 30, 2016. Fiscal 2015 and 2014 were 52 weeks in length and ended on September 25, 2015 and September 26, 2014, respectively.

Segments

        We operate through the following reportable segments: Transportation Solutions, Industrial Solutions, and Communications Solutions. We believe our three segments serve a combined market of approximately $170 billion.

        Our net sales by segment as a percentage of our total net sales were as follows:

	Fiscal
	2016			2015			2014
Transportation Solutions		53	%		52	%		51	%
Industrial Solutions		26			26			28
Communications Solutions		21			22			21
Total		100	%		100	%		100	%

        Below is a description of our reportable segments and the primary products, markets, and competitors of each segment. See Notes 1 and 21 to the Consolidated Financial Statements for additional information regarding our segments.

Transportation Solutions

        The Transportation Solutions segment is a leader in connectivity and sensor technologies. The primary products sold by the Transportation Solutions segment include terminals and connector systems and components; sensors; relays; application tooling; and wire and heat shrink tubing. The Transportation Solutions segment's products, which must withstand harsh conditions, are used in the following end markets:

•

Automotive (75% of segment's net sales).  We are one of the leading providers of advanced automobile connectivity solutions. The automotive industry uses our products in automotive technologies for body and chassis systems, convenience applications, driver information, infotainment solutions, miniaturization solutions, motor and powertrain applications, and safety and security systems. Hybrid and electronic mobility solutions include in-vehicle technologies, battery technologies, and charging solutions.

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•

Commercial transportation (13% of segment's net sales).  We deliver reliable connectivity products designed to withstand harsh environmental conditions for on- and off-highway vehicles and recreational transportation, including construction, agriculture, buses, and other vehicles.

•

Sensors (12% of segment's net sales).  We offer a portfolio of intelligent, efficient, and high-performing sensor solutions that are used by customers across multiple industries, including automotive, industrial equipment, commercial transportation, medical solutions, aerospace and defense, and consumer applications.

        The Transportation Solutions segment's major competitors include Yazaki, Delphi, Sumitomo, Sensata, Honeywell, Molex, and Amphenol.

Industrial Solutions

        The Industrial Solutions segment is a leading supplier of products that connect and distribute power, data, and signals. The primary products sold by the Industrial Solutions segment include terminals and connector systems and components; heat shrink tubing; relays; and wire and cable. The Industrial Solutions segment's products are used in the following markets:

•

Industrial equipment (44% of segment's net sales).  Our products are used in factory automation and process control systems such as industrial controls, robotics, human machine interface, industrial communication, and power distribution. The medical industry uses our products in imaging, diagnostic, therapeutic, surgical, tubing, and minimally invasive interventional applications. Our intelligent building products are used to connect lighting, HVAC, elevators/escalators, and security. Our rail products are used in high-speed trains, metros, light rail vehicles, locomotives, and signaling switching equipment. Also, our products are used by the solar and lighting industry.

•

Aerospace, defense, oil, and gas (34% of segment's net sales).  We provide components and solutions for the commercial aerospace industry from the initial stages of aircraft design to aftermarket support. Our defense products include ruggedized electronic interconnects serving military aviation, marine, and ground vehicles including electronic warfare and space systems. Our oil and gas products include cables and electronics used for harsh subsea environments in the offshore oil and gas and civil marine industries and in shipboard, subsea, and sonar applications.

•

Energy (22% of segment's net sales).  Our products are used by OEMs and utility companies in the electrical power industry and include a wide range of solutions for the electrical power generation, transmission, distribution, and industrial markets.

        The Industrial Solutions segment competes primarily against Amphenol, Esterline, Molex, Belden, Phoenix Contact, Hubbell, Carlisle Companies, and Integer Holdings.

Communications Solutions

        The Communications Solutions segment is a leading supplier of electronic components for the data and devices and appliances markets. We are also a leader in developing, manufacturing, installing, and maintaining some of the world's most advanced subsea fiber optic communications systems. The primary products sold by the Communications Solutions segment include terminals and connector systems and components; undersea telecommunication systems; relays; heat shrink tubing; and antennas. The Communications Solutions segment's products are used in the following markets:

•

Data and devices (40% of segment's net sales).  We deliver products and solutions that are used in a variety of equipment architectures within the networking equipment, data center equipment, and wireless infrastructure industries. Additionally, we deliver a range of connectivity solutions

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for the Internet of Things, smart phones, tablet computers, notebooks, and virtual reality applications to help our customers meet their current challenges and future innovations.

•

Subsea communications (35% of segment's net sales).  Our products are used in undersea fiber optic telecommunication systems. With vertically integrated undersea communications systems and services, we support the telecommunications and oil and gas industries and other customers seeking marine services.

•

Appliances (25% of segment's net sales).  We provide solutions to meet the daily demands of home appliances. Our products are used in many household appliances, including washers, dryers, refrigerators, air conditioners, dishwashers, cooking appliances, water heaters, and microwaves. Our expansive range of standard products is supplemented by an array of custom-designed solutions.

        The Communications Solutions segment's major competitors include Amphenol, Molex, FCI Electronics, JST, and Korea Electric Terminal (KET). Also, the subsea communications business competes against Nokia (Alcatel-Lucent Submarine Networks) and NEC.

Customers

        As an industry leader, we have established close working relationships with many of our customers. These relationships allow us to better anticipate and respond to customer needs when designing new products and new technical solutions. By working with our customers in developing new products and technologies, we believe we are able to identify and act on trends and leverage knowledge about next-generation technology across our products.

        Our approach to our customers is driven by our dedication to further develop our product families and ensure that we are globally positioned to best provide our customers with sales and engineering support. We believe that as electronic component technologies continue to proliferate, our broad product portfolio and engineering capability give us a potential competitive advantage when addressing the needs of our global customers.

        We manufacture and sell a broad portfolio of products to customers in various industries. Our customers include many of the leaders in their respective industries, and our relationships with them typically date back many years. We believe that this diversified customer base provides us an opportunity to leverage our skills and experience across markets and reduce our exposure to individual end markets, thereby reducing the variability of our financial performance. Additionally, we believe that the diversity of our customer base reduces the level of cyclicality in our results and distinguishes us from our competitors.

        There is no single customer that accounted for a significant amount of our net sales in fiscal 2016, 2015, or 2014.

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Sales and Distribution

        We maintain a strong local presence in each of the geographic regions in which we operate. Our net sales by geographic region⁽¹⁾ as a percentage of our total net sales were as follows:

	Fiscal
	2016			2015			2014
Americas(2)		34	%		34	%		30	%
Europe/Middle East/Africa ("EMEA")		34			33			35
Asia–Pacific		32			33			35
Total		100	%		100	%		100	%

(1)

Net sales to external customers are attributed to individual countries based on the legal entity that records the sale.

(2)

The Americas region includes our subsea communications business.

        See Note 21 to the Consolidated Financial Statements for additional geographic information relating to our business.

        We sell our products into approximately 150 countries primarily through direct selling efforts to manufacturers. We also sell some of our products indirectly via third-party distributors. In fiscal 2016, our direct sales represented 80% of total net sales.

        We maintain distribution centers around the world. Our global coverage positions us near our customers' locations and allows us to assist them in consolidating their supply base and lowering their production costs. We believe our balanced sales distribution lowers our exposure to any particular geography and improves our financial profile.

        Products are generally delivered to distribution centers by our manufacturing facilities and then subsequently delivered to the customer. In some instances, however, product is delivered directly from our manufacturing facility to the customer. We contract with a wide range of transport providers to deliver our products via road, rail, sea, and air.

Seasonality and Backlog

        We experience a slight seasonal pattern to our business. Overall, the third and fourth fiscal quarters are typically the strongest quarters of our fiscal year, whereas the first fiscal quarter is negatively affected by winter holidays and the second fiscal quarter may be affected by adverse winter weather conditions in some of our markets.

        Certain of our end markets experience some seasonality. Our sales into the automotive market are dependent upon global automotive production, and seasonal declines in European production may negatively impact net sales in the fourth fiscal quarter. Also, our sales into the energy market typically increase in the third and fourth fiscal quarters as customer activity increases.

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        Customer orders typically fluctuate from quarter to quarter based upon business conditions and cancellation of unfilled orders prior to shipment of goods. Backlog by reportable segment was as follows:

	Fiscal Year End
	2016		2015
	(in millions)
Transportation Solutions	$	1,343	$	1,208
Industrial Solutions		875		814
Communications Solutions(1)		1,387		1,310
Total	$	3,605	$	3,332

(1)

Includes our subsea communications business' backlog of $1,047 million and $995 million at fiscal year end 2016 and 2015, respectively.

        We expect that the majority of our backlog at fiscal year end 2016 will be filled during fiscal 2017.

Competition

        The industries in which we operate are highly competitive, and we compete with thousands of companies that range from large multinational corporations to local manufacturers. Competition is generally on the basis of breadth of product offering, product innovation, price, quality, delivery, and service. Our markets have generally been growing but with downward pressure on prices.

Raw Materials

        We use a wide variety of raw materials in the manufacture of our products. The principal raw materials that we use include plastic resins for molding; precious metals such as gold and silver for plating; and other metals such as copper, aluminum, brass, and steel for manufacturing cable, contacts, and other parts that are used for cable and component bodies and inserts. Many of these raw materials are produced in a limited number of countries around the world or are only available from a limited number of suppliers. The prices of these materials are driven by global supply and demand.

Research and Development

        We are engaged in both internal and external research and development in an effort to introduce new products to enhance the effectiveness, ease of use, safety, and reliability of our existing products, and to expand the applications for which the uses of our products are appropriate. We continually evaluate developing technologies in areas where we may have technological or marketing expertise for possible investment or acquisition.

        Our research and development expense was as follows:

	Fiscal
	2016		2015		2014
	(in millions)
Transportation Solutions	$	312	$	262	$	196
Industrial Solutions		136		128		128
Communications Solutions		118		150		160
Total	$	566	$	540	$	484

        Our capital spending and investment in product and process engineering and development enable us to consistently provide innovative, high-quality products with efficient manufacturing methods. In fiscal 2016, we derived approximately 20% of our net sales from new products, including product extensions, introduced within the previous three fiscal years.

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Intellectual Property

        Patents and other proprietary rights are important to our business. We also rely upon trade secrets, manufacturing know-how, continuing technological innovations, and licensing opportunities to maintain and improve our competitive position. We review third-party proprietary rights, including patents and patent applications, as available, in an effort to develop an effective intellectual property strategy, avoid infringement of third-party proprietary rights, identify licensing opportunities, and monitor the intellectual property claims of others.

        We own a large portfolio of patents that relate principally to electrical, optical, and electronic products. We also own a portfolio of trademarks and are a licensee of various patents and trademarks. Patents for individual products extend for varying periods according to the date of patent filing or grant and the legal term of patents in the various countries where patent protection is obtained. Trademark rights may potentially extend for longer periods of time and are dependent upon national laws and use of the trademarks.

        While we consider our patents and trademarks to be valued assets, we do not believe that our competitive position or our operations are dependent upon or would be materially impacted by any single patent or group of related patents.

        TE Connectivity and TE Connectivity (logo) are trademarks. © 2016 TE Connectivity Ltd. All Rights Reserved.

Management Team and Employees

        We believe our management team has the experience necessary to effectively execute our strategy and advance our product and technology leadership. Our chief executive officer, president, and segment leaders average over 25 years of industry experience. They are supported by an experienced and talented management team who is dedicated to maintaining and expanding our position as a global leader in the industry.

        Our strong employee base, along with their commitment to uncompromising values, provides the foundation of our company's success. We continue to emphasize employee development and training, and we embrace diversity and inclusion.

        We have employees located throughout the world. As of fiscal year end 2016, we employed approximately 75,000 people worldwide, of whom 23,000 were in the Americas region, 28,000 were in the EMEA region, and 24,000 were in the Asia–Pacific region. Of our total employees, approximately 46,000 were employed in manufacturing.

Government Regulation and Supervision

        The import and export of products are subject to regulation by the United States ("U.S.") and other countries. A small portion of our products, including defense-related products, may require governmental import and export licenses, whose issuance may be influenced by geopolitical and other events. We have a trade compliance organization and other systems in place to apply for licenses and otherwise comply with such regulations. Any failure to maintain compliance with domestic and foreign trade regulation could limit our ability to import and export raw materials and finished goods into or from the relevant jurisdiction.

Environmental

        Our operations are subject to numerous environmental, health, and safety laws and regulations, including those regulating the discharge of materials into the environment, greenhouse gas emissions, hazardous materials in products, and chemical usage. We are committed to complying with these laws

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and to the protection of our employees and the environment. We maintain a global environmental, health, and safety program that includes appropriate policies and standards; staff dedicated to environmental, health, and safety issues; periodic compliance auditing; training; and other measures. We also have a program for compliance with the European Union ("EU") Restriction of Hazardous Substances and Waste Electrical and Electronic Equipment Directives, the China Restriction of Hazardous Substances law, the EU Registration, Evaluation, Authorization, and Restriction of Chemicals ("REACH") Regulation, and similar laws.

        Compliance with these laws has increased our costs of doing business in a variety of ways and may continue to do so in the future. For example, laws regarding product content and chemical registration require extensive and costly data collection, management, and reporting, and laws regulating greenhouse gas emissions are likely to increase our costs for energy and certain materials and products. We also have projects underway at a number of current and former manufacturing facilities to investigate and remediate environmental contamination resulting from past operations. Based upon our experience, current information, and applicable laws, we believe that it is probable that we will incur remedial costs in the range of $17 million to $42 million, and that the best estimate within this range is $20 million. We do not anticipate any material capital expenditures during fiscal 2017 for environmental control facilities or other costs of compliance with laws or regulations relating to greenhouse gas emissions.

Available Information

        All periodic and current reports, registration filings, and other filings that we are required to file with the U.S. Securities and Exchange Commission ("SEC"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") are available free of charge through our internet website at www.te.com. Such documents are available as soon as reasonably practicable after electronic filing or furnishing of the material with the SEC. The information on our website is not incorporated by reference in this Annual Report on Form 10-K.

ITEM 1A.    RISK FACTORS

You should carefully consider the risks described below before investing in our securities. The risks described below are not the only ones facing us. Our business also is subject to general risks that affect many other companies. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business operations, financial condition, and liquidity.

Risks Relating to the Macroeconomic Environment and Our Global Presence

         Conditions in global or regional economies, capital and money markets, and banking systems, and cyclical industry demand may adversely affect our results of operations, financial position, and cash flows.

        Our business and operating results have been and will continue to be affected by economic conditions regionally or globally, including the cost and availability of consumer and business credit, end demand from consumer and industrial markets, and concerns as to sovereign debt levels including credit rating downgrades and defaults on sovereign debt and significant bank failures or defaults, any of which could cause our customers to experience deterioration of their businesses, cash flow, and ability to obtain financing. As a result, existing or potential customers may delay or cancel plans to purchase our products and may not be able to fulfill their obligations to us in a timely fashion or in full. Further, our vendors may experience similar problems, which may impact their ability to fulfill our orders or meet agreed service and quality levels. If regional or global economic conditions deteriorate, our results of operations, financial position, and cash flows could be materially adversely affected. Also,

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deterioration in economic conditions could trigger the recognition of impairment charges for our goodwill or other long-lived assets. Impairment charges, if any, may be material to our results of operations and financial position.

         Foreign currency exchange rates may adversely affect our results.

        A significant portion of our business is conducted outside the U.S., and changes in the relative values of currencies may have a significant effect on our results of operations, financial position, and cash flows.

        We are exposed to the effects of changes in foreign currency exchange rates on our costs and revenue. Approximately 54% of our net sales for fiscal 2016 were invoiced in currencies other than the U.S. dollar, and we expect non-U.S. dollar revenue to represent a significant and likely increased portion of our future net revenue. We have elected not to hedge this foreign currency exposure. Therefore, when the U.S. dollar strengthens in relation to the currencies of the countries where we sell our products, such as the euro or Asian currencies, our U.S. dollar reported revenue and income will decrease.

        We manage certain cash, intercompany, and other balance sheet currency exposures in part by entering into financial derivative contracts. In addition to the risk of non-performance by the counterparty to these contracts, our efforts to manage these risks might not be successful.

         We could suffer significant business interruptions.

        Our operations and those of our suppliers and customers, and the supply chains that support their operations, may be vulnerable to interruption by natural disasters such as earthquakes, tsunamis, typhoons, or floods; or other disasters such as fires, explosions, acts of terrorism or war, disease, or failures of management information or other systems due to internal or external causes. If a business interruption occurs and we are unsuccessful in our continuing efforts to minimize the impact of these events, our business, results of operations, financial position, and cash flows could be materially adversely affected.

         We could be adversely affected by a decline in the market value of our pension plans' investment portfolios or a reduction in returns on plan assets.

        Concerns about deterioration in the global economy, together with concerns about credit, inflation, or deflation, have caused and could continue to cause significant volatility in the price of all securities, including fixed income and equity securities, which has reduced and could further reduce the value of our pension plans' investment portfolios. In addition, the expected returns on plan assets may not be achieved. A decrease in the value of our pension plans' investment portfolios or a reduction in returns on plan assets could have an adverse effect on our results of operations, financial position, and cash flows.

         Disruption in credit markets and volatility in equity markets may affect our ability to access sufficient funding.

        The global equity markets have been volatile and at times credit markets have been disrupted, which has reduced the availability of investment capital and credit. Recent downgrades of sovereign debt credit ratings have similarly affected the availability and cost of capital. As a result, we may be unable to access adequate funding to operate and grow our business. Our inability to access adequate funding or to generate sufficient cash from operations may require us to reconsider certain projects and capital expenditures. The extent of any impact will depend on several factors, including our operating cash flows, the duration of tight credit conditions and volatile equity markets, our credit ratings and credit capacity, the cost of financing, and other general economic and business conditions.

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         We are subject to global risks of political, economic, and military instability.

        Our workforce; manufacturing, research, administrative, and sales facilities; markets; customers; and suppliers are located throughout the world. As a result, we are exposed to risks that could negatively affect sales or profitability, including:

•

tariffs, trade barriers, and trade disputes;

•

regulations related to customs and import/export matters;

•

variations in lengths of payment cycles and challenges in collecting accounts receivable;

•

tax law and regulatory changes in the U.S. and EU among other jurisdictions, including tax law and regulatory changes that may be effected as a result of tax policy recommendations from quasi-governmental organizations, such as the Organisation for Economic Co-operation and Development ("OECD"), examinations by taxing authorities, variations in tax laws from country to country, changes to the terms of income tax treaties, and difficulties in the tax-efficient repatriation of cash generated or held in a number of jurisdictions;

•

employment regulations and local labor conditions, including increases in employment costs, particularly in low-cost regions in which we currently operate;

•

difficulties protecting intellectual property;

•

instability in economic or political conditions, including sovereign debt levels, Eurozone uncertainty, inflation, recession, actual or anticipated military or political conflicts, and any impact as a result of the proposed exit of the United Kingdom from the EU; and

•

the impact of each of the foregoing on our outsourcing and procurement arrangements.

        We have sizeable operations in China, including 15 manufacturing sites. In addition, approximately 17% of our net sales in fiscal 2016 were made to customers in China. Economic conditions in China have been and may continue to be volatile and uncertain. In addition, the legal system in China is still developing and subject to change. Accordingly, our operations and orders for products in China could be adversely affected by changes to market conditions or interpretation of Chinese law.

        In addition, any downgrade by rating agencies of long-term U.S. sovereign debt or downgrades or defaults of sovereign debt of other nations may negatively affect global financial markets and economic conditions, which could negatively affect our business, financial condition, and liquidity.

Risks Relating to the Industry in Which We Operate

         We are dependent on the automotive and other industries.

        We are dependent on end market dynamics to sell our products, and our operating results can be adversely affected by cyclical and reduced demand in these markets. Periodic downturns in our customers' industries can significantly reduce demand for certain of our products, which could have a material adverse effect on our results of operations, financial position, and cash flows.

        Approximately 40% of our net sales for fiscal 2016 were to customers in the automotive industry. The automotive industry is dominated by large manufacturers that can exert significant price pressure on their suppliers. Additionally, the automotive industry has historically experienced significant downturns during periods of deteriorating global or regional economic or credit conditions. As a supplier of automotive electronics products, our sales of these products and our profitability have been and could continue to be negatively affected by significant declines in global or regional economic and credit conditions and changes in the operations, products, business models, part-sourcing requirements, financial condition, and market share of automotive manufacturers, as well as potential consolidations among automotive manufacturers.

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        During fiscal 2016, approximately 12% of our net sales were to customers in the industrial equipment end market, 9% of our net sales were to customers in the aerospace, defense, oil, and gas end market, and 8% of our net sales were to customers in the data and devices end market. Demand for industrial equipment is dependent upon economic conditions, including customer investment in intelligent buildings, factory automation, and process control systems, as well as market conditions in the medical, rail transportation, solar and lighting, and other major industrial markets we serve. The aerospace and defense industry has undergone significant fluctuations in demand, depending on worldwide economic and political conditions. Demand in the oil and gas market is impacted by oil price volatility. The data and devices industry can experience variability in demand depending on the underlying business and consumer demand for computer and consumer electronics products.

         We encounter competition in substantially all areas of the electronic components industry.

        We operate in highly competitive markets for electronic components, and expect that both direct and indirect competition will increase in the future. Our overall competitive position depends on a number of factors including the price, quality, and performance of our products; the level of customer service; the development of new technology; our ability to participate in emerging markets; and customers' expectations relating to socially responsible operations. The competition we experience across product lines from other companies ranges in size from large, diversified manufacturers to small, highly specialized manufacturers. The electronic components industry has become increasingly concentrated and globalized in recent years, and our major competitors have significant financial resources and technological capabilities. A number of these competitors compete with us primarily on price, and in some instances may enjoy lower production costs for certain products. We cannot provide assurance that additional competitors will not enter our markets, or that we will be able to compete successfully against existing or new competitors. Increased competition may result in price reductions, reduced margins, or loss of market share, any of which could materially and adversely affect our results of operations, financial position, and cash flows.

         We are dependent on market acceptance of our new product introductions and product innovations for future revenue.

        Substantially all of the markets in which we operate are impacted by technological change or change in consumer tastes and preferences, which are rapid in certain end markets. Our operating results depend substantially upon our ability to continually design, develop, introduce, and sell new and innovative products; to modify existing products; and to customize products to meet customer requirements driven by such change. There are numerous risks inherent in these processes, including the risk that we will be unable to anticipate the direction of technological change or that we will be unable to develop and market profitable new products and applications in time to satisfy customer demands.

         Like other suppliers to the electronics industry, we are subject to continuing pressure to lower our prices.

        We have historically experienced, and we expect to continue to experience, continuing pressure to lower our prices. In recent years, we have experienced price erosion averaging from 1% to 2% each year. In order to maintain our margins, we must continue to reduce our costs by similar amounts. We cannot provide assurance that continuing pressures to reduce our prices will not have a material adverse effect on our margins, results of operations, financial position, and cash flows.

         We may be negatively affected as our customers and vendors continue to consolidate.

        Many of the industries to which we sell our products, as well as many of the industries from which we buy materials, have become more concentrated in recent years, including the automotive, data and devices, and aerospace and defense industries. Consolidation of customers may lead to decreased

10

product purchases from us. In addition, as our customers buy in larger volumes, their volume buying power has increased, enabling them to negotiate more favorable pricing and find alternative sources from which to purchase. Our materials suppliers similarly have increased their ability to negotiate favorable pricing. These trends may adversely affect the margins on our products, particularly for commodity components.

         The life cycles of certain of our products can be very short.

        The life cycles of certain of our products can be very short relative to their development cycle. As a result, the resources devoted to product sales and marketing may not result in material revenue and, from time to time, we may need to write off excess or obsolete inventory or equipment. If we were to incur significant engineering expenses and investments in inventory and equipment that we were not able to recover, and we were not able to compensate for those expenses, our results of operations, financial position, and cash flows could be materially and adversely affected.

Risks Relating to Our Operations

         Our results are sensitive to raw material availability, quality, and cost.

        We are a large buyer of resin, copper, gold, silver, brass, steel, chemicals and additives, zinc, and other precious metals. Many of these raw materials are produced in a limited number of countries around the world or are only available from a limited number of suppliers. In addition, the price of many of these raw materials, including gold and copper, continues to fluctuate. If we have difficulty obtaining these raw materials, the quality of available raw materials deteriorates, or there are significant price increases for these raw materials, it could have a substantial impact on the price we pay for raw materials. To the extent we cannot compensate for cost increases through productivity improvements or price increases to our customers, our margins may decline, materially affecting our results of operations, financial position, and cash flows. In addition, we use financial instruments to hedge the volatility of certain commodities prices. The success of our hedging program depends on accurate forecasts of planned consumption of the hedged commodity materials. We could experience unanticipated hedge gains or losses if these forecasts are inaccurate.

        In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC established annual disclosure and reporting requirements for those companies who use tin, tantalum, tungsten, or gold ("conflict minerals" or "3TG") mined from the Democratic Republic of Congo ("DRC") and adjoining countries (together with the DRC, the "Covered Countries") in their products. These requirements could affect the sourcing, pricing, and availability of 3TG used in the manufacture of certain of our products. As a result, there may only be a limited pool of suppliers who can demonstrate that they do not source any 3TG from the Covered Countries, and we cannot provide assurance that we will be able to obtain non-conflict 3TG in sufficient quantities or at competitive prices. Further, since our supply chain is complex, we may face reputational challenges with our customers and other stakeholders if we are unable to sufficiently verify the origins and chain of custody for all conflict minerals used in our products through our due diligence procedures.

         We may use components and products manufactured by third parties.

        We may rely on third-party suppliers for the components used in our products, and we may rely on third-party manufacturers to manufacture certain of our assemblies and finished products. Our results of operations, financial position, and cash flows could be adversely affected if such third parties lack sufficient quality control or if there are significant changes in their financial or business condition. If these third parties fail to deliver quality products, parts, and components on time and at reasonable prices, we could have difficulties fulfilling our orders, sales and profits could decline, and our commercial reputation could be damaged.

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         Our future success is significantly dependent on our ability to attract and retain executive management employees and limitations affecting retention and hiring, including Swiss regulations, could have a negative impact on our business and increase our expenses.

        Our success depends to a significant extent upon our continued ability to retain our executive management employees and hire new executive management employees to replace, succeed, or add to members of our executive management team. Our executive management team has significant industry experience and would be difficult to replace. Competition for executive talent is intense, and we compete for these personnel with other companies that are regulated by the laws of jurisdictions that provide significantly greater flexibility than Switzerland, our jurisdiction of incorporation, in compensation practices for executive management employees.

         Security breaches and other disruptions to our information technology infrastructure could interfere with our operations, compromise confidential information, and expose us to liability which could materially adversely impact our business and reputation.

        Security breaches and other disruptions to our information technology infrastructure could interfere with our operations; compromise information belonging to us, our employees, customers, and suppliers; and expose us to liability which could adversely impact our business and reputation. In the normal course of business, we rely on information technology networks and systems, some of which are managed by third parties, to process, transmit, and store electronic information, and to manage or support a variety of business processes and activities. Additionally, we collect and store certain data, including proprietary business information and customer and employee data, and may have access to confidential or personal information in certain of our businesses that is subject to privacy and security laws, regulations, and customer-imposed controls. Despite our cybersecurity measures (including employee and third-party training, monitoring of networks and systems, and maintenance of backup and protective systems) which are continuously reviewed and upgraded, our information technology networks and infrastructure may still be vulnerable to damage, disruptions, or shutdowns due to attack by hackers or breaches, employee error or malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, natural disasters, or other catastrophic events. Any such events could result in legal claims or proceedings, liability or penalties under privacy laws, disruption in operations, and damage to our reputation, which could materially adversely affect our business. While we have experienced, and expect to continue to experience, these types of threats to our information technology networks and infrastructure, to date none of these threats has had a material impact on our business or operations.

         Covenants in our debt instruments may adversely affect us.

        Our five-year unsecured senior revolving credit facility ("Credit Facility") contains financial and other covenants, such as a limit on the ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) and limits on the amount of subsidiary debt and incurrence of liens. Our outstanding notes' indentures contain customary covenants including limits on incurrence of liens, sale and lease-back transactions, and our ability to consolidate, merge, and sell assets.

        Although none of these covenants are presently restrictive to our operations, our continued ability to meet the Credit Facility financial covenant can be affected by events beyond our control, and we cannot provide assurance that we will continue to comply with the covenant. A breach of any of our covenants could result in a default under our Credit Facility or indentures. Upon the occurrence of certain defaults under our Credit Facility and indentures, the lenders or trustee could elect to declare all amounts outstanding thereunder to be immediately due and payable, and our lenders could terminate commitments to extend further credit under our Credit Facility. If the lenders or trustee accelerate the repayment of borrowings, we cannot provide assurance that we will have sufficient assets or access to lenders or capital markets to repay or fund the repayment of any amounts outstanding

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under our Credit Facility and our other affected indebtedness. Acceleration of any debt obligation under any of our material debt instruments may permit the holders or trustee of our other material debt to accelerate payment of debt obligations to the creditors thereunder.

        The indentures governing our outstanding senior notes contain covenants that may require us to offer to buy back the notes for a price equal to 101% of the principal amount, plus accrued and unpaid interest, to the repurchase date, upon a change of control triggering event (as defined in the indentures). We cannot provide assurance that we will have sufficient funds available or access to funding to repurchase tendered notes in that event, which could result in a default under the notes. Any future debt that we incur may contain covenants regarding repurchases in the event of a change of control triggering event.

         The market price of our shares may fluctuate widely.

        The market price of our shares may fluctuate widely, depending upon many factors, including:

•

our quarterly or annual earnings;

•

changes in quarterly or annual sales or earnings guidance that we may provide;

•

actual or anticipated fluctuations in our operating results;

•

volatility in financial markets and market fluctuations caused by global and regional economic conditions and investors' concerns about potential risks to future economic growth;

•

changes in earnings estimates by securities analysts or our ability to meet those estimates;

•

changes in accounting standards, policies, guidance, interpretations, or principles;

•

announcements by us or our competitors of significant acquisitions or dispositions; and

•

the operating and stock price performance of comparable companies and companies that serve end markets important to our business.

Risks Relating to Strategic Transactions

         Future acquisitions may not be successful.

        We regularly evaluate the possible acquisition of strategic businesses, product lines, or technologies which have the potential to strengthen our market position or enhance our existing product offerings. We cannot provide assurance that we will identify or successfully complete transactions with acquisition candidates in the future. We also cannot provide assurance that completed acquisitions will be successful. If an acquired business fails to operate as anticipated or cannot be successfully integrated with our existing business, our results of operations, financial position, and cash flows could be materially and adversely affected.

         Future acquisitions could require us to issue additional debt or equity.

        If we were to make a substantial acquisition with cash, the acquisition may need to be financed in part through funding from banks, public offerings or private placements of debt or equity securities, or other arrangements. This acquisition financing might decrease our ratio of earnings to fixed charges and adversely affect other leverage measures. We cannot provide assurance that sufficient acquisition financing would be available to us on acceptable terms if and when required. If we were to make an acquisition partially or wholly funded by issuing equity securities or equity-linked securities, the issued securities may have a dilutive effect on the interests of the holders of our shares.

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         Divestitures of some of our businesses or product lines may have a material adverse effect on our results of operations, financial position, and cash flows.

        We continue to evaluate the strategic fit of specific businesses and products which may result in additional divestitures. Any divestitures may result in significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on our results of operations and financial position. Divestitures could involve additional risks, including difficulties in the separation of operations, services, products, and personnel; the diversion of management's attention from other business concerns; the disruption of our business; and the potential loss of key employees. There can be no assurance that we will be successful in addressing these or any other significant risks encountered.

Risks Relating to Intellectual Property, Litigation, and Regulations

         Our ability to compete effectively depends, in part, on our ability to maintain the proprietary nature of our products and technology.

        The electronics industry is characterized by litigation regarding patent and other intellectual property rights. Within this industry, companies have become more aggressive in asserting and defending patent claims against competitors. There can be no assurance that we will not be subject to future litigation alleging infringement or invalidity of certain of our intellectual property rights or that we will not have to pursue litigation to protect our property rights. Depending on the importance of the technology, product, patent, trademark, or trade secret in question, an unfavorable outcome regarding one of these matters may have a material adverse effect on our results of operations, financial position, and cash flows.

         We are a defendant to a variety of litigation in the course of our business that could cause a material adverse effect on our results of operations, financial position, and cash flows.

        In the normal course of business, we are, from time to time, a defendant in litigation, including litigation alleging the infringement of intellectual property rights, anti-competitive behavior, product liability, breach of contract, and employment-related claims. In certain circumstances, patent infringement and antitrust laws permit successful plaintiffs to recover treble damages. The defense of these lawsuits may divert our management's attention, and we may incur significant expenses in defending these lawsuits. In addition, we may be required to pay damage awards or settlements, or become subject to injunctions or other equitable remedies, that could cause a material adverse effect on our results of operations, financial position, and cash flows.

         If any of our operations are found not to comply with applicable antitrust or competition laws or applicable trade regulations, our business may suffer.

        Our operations are subject to applicable antitrust and competition laws in the jurisdictions in which we conduct our business, in particular the U.S. and the EU. These laws prohibit, among other things, anticompetitive agreements and practices. If any of our commercial agreements and practices with respect to the electronic components or other markets are found to violate or infringe such laws, we may be subject to civil and other penalties. We may also be subject to third-party claims for damages. Further, agreements that infringe these antitrust and competition laws may be void and unenforceable, in whole or in part, or require modification in order to be lawful and enforceable. If we are unable to enforce our commercial agreements, whether at all or in material part, our results of operations, financial position, and cash flows could be adversely affected. Further, any failure to maintain compliance with trade regulations could limit our ability to import and export raw materials and finished goods into or from the relevant jurisdiction, which could negatively impact our results of operations, financial position, and cash flows.

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         We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the United Kingdom's Bribery Act, and similar worldwide anti-bribery laws.

        The U.S. Foreign Corrupt Practices Act, the United Kingdom's Bribery Act, and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that have experienced governmental corruption to some degree, and in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. Despite our training and compliance program, we cannot provide assurance that our internal control policies and procedures always will protect us from reckless or criminal acts committed by our employees or agents. Violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our results of operations, financial position, and cash flows.

         Our operations expose us to the risk of material environmental liabilities, litigation, government enforcement actions, and reputational risk.

        We are subject to numerous federal, state, and local environmental protection and health and safety laws and regulations in the various countries where we operate and where our products are sold. These laws and regulations govern, among other things:

•

the generation, storage, use, and transportation of hazardous materials;

•

emissions or discharges of substances into the environment;

•

investigation and remediation of hazardous substances or materials at various sites;

•

greenhouse gas emissions;

•

product hazardous material content; and

•

the health and safety of our employees.

        We may not have been, or we may not at all times be, in compliance with all environmental and health and safety laws and regulations. If we violate these laws, we could be fined, criminally charged, or otherwise sanctioned by regulators. In addition, environmental and health and safety laws are becoming more stringent, resulting in increased costs and compliance burdens.

        Certain environmental laws assess liability on current or previous owners or operators of real property for the costs of investigation, removal, and remediation of hazardous substances or materials at their properties or at properties at which they have disposed of hazardous substances. Liability for investigation, removal, and remediation costs under certain federal and state laws is retroactive, strict, and joint and several. In addition to cleanup actions brought by governmental authorities, private parties could bring personal injury or other claims due to the presence of, or exposure to, hazardous substances. We have received notification from the U.S. Environmental Protection Agency and other environmental agencies that conditions at a number of currently and formerly-owned or operated sites where we and others have disposed of hazardous substances require investigation, cleanup, and other possible remedial action and require that we reimburse the government or otherwise pay for the costs of investigation and remediation and for natural resource damage claims from such sites. We also have independently investigated various sites and determined that further investigation and/or remediation is necessary.

        While we plan for future capital and operating expenditures to maintain compliance with environmental laws, we cannot provide assurance that our costs of complying with current or future environmental protection and health and safety laws, or our liabilities arising from past or future releases of, or exposures to, hazardous substances will not exceed our estimates or adversely affect our

15

results of operations, financial position, and cash flows or that we will not be subject to additional environmental claims for personal injury, property damage, and/or cleanup in the future based on our past, present, or future business activities.

         Our products are subject to various requirements related to chemical usage, hazardous material content, and recycling.

        The EU, China, and other jurisdictions in which our products are sold have enacted or are proposing to enact laws addressing environmental and other impacts from product disposal, use of hazardous materials in products, use of chemicals in manufacturing, recycling of products at the end of their useful life, and other related matters. These laws include the EU Restriction of Hazardous Substances, End of Life Vehicle, and Waste Electrical and Electronic Equipment Directives; the EU REACH Regulation; the China law on Management Methods for Controlling Pollution by Electronic Information Products; and various other laws. These laws prohibit the use of certain substances in the manufacture of our products and directly and indirectly impose a variety of requirements for modification of manufacturing processes, registration, chemical testing, labeling, and other matters. These laws continue to proliferate and expand in these and other jurisdictions to address other materials and other aspects of our product manufacturing and sale. These laws could make manufacture or sale of our products more expensive or impossible and could limit our ability to sell our products in certain jurisdictions.

Risks Relating to Our Swiss Jurisdiction of Incorporation

         As a Swiss corporation, we have less flexibility with respect to certain aspects of capital management involving the issuance of shares.

        As a Swiss corporation, our board of directors may not declare and pay dividends or distributions on our shares or reclassify reserves on our standalone unconsolidated Swiss balance sheet without shareholder approval and without satisfying certain other requirements. In addition, our articles of association allow us to create authorized share capital that can be issued by the board of directors, but this authorization is limited to (i) authorized share capital up to 50% of the existing registered shares with such authorization valid for a maximum of two years, which authorization period ends on March 2, 2018, approved by our shareholders at our March 2, 2016 annual meeting of shareholders, and (ii) conditional share capital of up to 50% of the existing registered shares that may be issued only for specific purposes. Additionally, subject to specified exceptions, Swiss law grants preemptive rights to existing shareholders to subscribe for new issuances of shares from authorized share capital and advance subscription rights to existing shareholders to subscribe for new issuances of shares from conditional share capital. Swiss law also does not provide much flexibility in the various terms that can attach to different classes of shares, and reserves for approval by shareholders many types of corporate actions, including the creation of shares with preferential rights with respect to liquidation, dividends, and/or voting. Moreover, under Swiss law, we generally may not issue registered shares for an amount below par value without prior shareholder approval to decrease the par value of our registered shares. Any such actions for which our shareholders must vote will require that we file a preliminary proxy statement with the SEC and convene a meeting of shareholders, which would delay the timing to execute such actions. Such limitations provide the board of directors less flexibility with respect to our capital management. While we do not believe that Swiss law requirements relating to the issuance of shares will have a material adverse effect on us, we cannot provide assurance that situations will not arise where such flexibility would have provided substantial benefits to our shareholders and such limitations on our capital management flexibility would make our stock less attractive to investors.

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         We might not be able to make distributions on our shares without subjecting shareholders to Swiss withholding tax.

        In order to make distributions on our shares to shareholders free of Swiss withholding tax, we anticipate making distributions to shareholders through a reduction of contributed surplus (as determined for Swiss tax and statutory purposes) or registered share capital. Various tax law and corporate law proposals in Switzerland, if passed in the future, may affect our ability to pay dividends or distributions to our shareholders free from Swiss withholding tax. There can be no assurance that we will be able to meet the legal requirements for future distributions to shareholders through dividends from contributed surplus or through a reduction of registered share capital, or that Swiss withholding rules would not be changed in the future. In addition, over the long term, the amount of registered share capital available for reductions will be limited. Our ability to pay dividends or distributions to our shareholders free from Swiss withholding tax is a significant component of our capital management and shareholder return practices that we believe is important to our shareholders, and any restriction on our ability to do so could make our stock less attractive to investors.

         Currency fluctuations between the U.S. dollar and the Swiss franc may limit the amount available for any future distributions on our shares without subjecting shareholders to Swiss withholding tax.

        Under Swiss corporate law, which applies to us, the registered share capital in our unconsolidated Swiss statutory financial statements is required to be denominated in Swiss francs. Since distributions that are effected through a return of contributed surplus or registered share capital are expected to be paid in U.S. dollars, shareholder resolutions with respect to such distributions must take into account the Swiss francs denomination of the registered share capital. If the U.S. dollar were to increase in value relative to the Swiss franc, the U.S. dollar amount of registered share capital available for future distributions without Swiss withholding tax will decrease.

         We have certain limitations on our ability to repurchase our shares.

        The Swiss Code of Obligations regulates a corporation's ability to hold or repurchase its own shares. We and our subsidiaries may only repurchase shares to the extent that sufficient freely distributable reserves (including contributed surplus as determined for Swiss tax and statutory purposes) are available. The aggregate par value of our registered shares held by us and our subsidiaries may not exceed 10% of our registered share capital. We may repurchase our registered shares beyond the statutory limit of 10%, however, only if our shareholders have adopted a resolution at a general meeting of shareholders authorizing the board of directors to repurchase registered shares in an amount in excess of 10% and the repurchased shares are dedicated for cancellation. Additionally, various tax law and corporate law proposals in Switzerland, if passed in the future, may affect our ability to repurchase our shares. Our ability to repurchase our shares is a significant component of our capital management and shareholder return practices that we believe is important to our shareholders, and any restriction on our ability to repurchase our shares could make our stock less attractive to investors.

         Registered holders of our shares must be registered as shareholders with voting rights in order to vote at shareholder meetings.

        Our articles of association contain a provision regarding voting rights that is required by Swiss law for Swiss companies like us that issue registered shares (as opposed to bearer shares). This provision provides that to be able to exercise voting rights, holders of our shares must be registered in our share register (Aktienbuch) as shareholders with voting rights. Only shareholders whose shares have been registered with voting rights on the record date may participate in and vote at our shareholders' meetings, but all shareholders will be entitled to dividends, distributions, preemptive rights, advance subscription rights, and liquidation proceeds. The board of directors may, in its discretion, refuse to

17

register shares as shares with voting rights if a shareholder does not fulfill certain disclosure requirements as set forth in our articles of association. Additionally, various proposals in Switzerland for corporate law changes, if passed in the future, may require shareholder registration in order to exercise voting rights for shareholders who hold their shares in street name through brokerages and banks. Such a registration requirement could make our stock less attractive to investors.

         Certain provisions of our articles of association may reduce the likelihood of any unsolicited acquisition proposal or potential change of control that our shareholders might consider favorable.

        Our articles of association contain provisions that could be considered "anti-takeover" provisions because they would make it harder for a third party to acquire us without the consent of our incumbent board of directors. Under these provisions, among others:

•

shareholders may act only at shareholder meetings and not by written consent, and

•

restrictions will apply to any merger or other business combination between our company and any holder of 15% or more of our issued voting shares who became such without the prior approval of our board of directors.

These provisions may only be amended by the affirmative vote of the holders of 80% of our issued voting shares, which could have the effect of discouraging an unsolicited acquisition proposal or delaying, deferring, or preventing a change of control transaction that might involve a premium price, or otherwise be considered favorable by our shareholders. Our articles of association also contain provisions permitting our board of directors to issue new shares from authorized or conditional capital (in either case, representing a maximum of 50% of the shares presently registered in the commercial register and in case of issuances from authorized capital, until March 2, 2018 unless re-authorized by shareholders for a subsequent two-year period) without shareholder approval and without regard for shareholders' preemptive rights or advance subscription rights, for the purpose of the defense of an actual, threatened, or potential unsolicited takeover bid, in relation to which the board of directors, upon consultation with an independent financial advisor, has not recommended acceptance to the shareholders. We note that Swiss courts have not addressed whether or not a takeover bid of this nature is an acceptable reason under Swiss law for withdrawing or limiting preemptive rights with respect to authorized share capital or advance subscription rights with respect to conditional share capital. In addition, the NYSE, on which our shares are listed, requires shareholder approval for issuances of shares equal to 20% or more of the outstanding shares or voting power, with limited exceptions.

         Legislative and regulatory actions and proposals in Switzerland, the U.S., and other jurisdictions could cause a material change in our worldwide effective corporate tax rate.

        Various U.S. and non-U.S. legislative and regulatory proposals have been directed at multinational companies with operations in lower tax jurisdictions. There has been heightened focus on adoption of such legislation and on other initiatives, such as:

•

the Organisation for Economic Co-operation and Development's initiative to develop agreed-upon best practices to prevent base erosion and profit shifting, which contemplate changes to numerous long-standing tax principles related to the distribution of profits between affiliated entities in different tax jurisdictions,

•

corporate tax reform in Switzerland, which is proposed in response to OECD and EU concerns,

•

EU and other country efforts to adopt certain OECD proposals and modified OECD proposals (including the Anti-Tax Avoidance Directive, state aid cases, and various transparency proposals), and

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•

tax policy in the U.S., such as the recently issued final and temporary debt/equity regulations under Internal Revenue Code Section 385, revisions to the model income tax treaty, and other international tax reform proposals.

        If these proposals are adopted in the main jurisdictions in which we do business, they could, among other things, cause double taxation, increase audit risk, and materially increase our worldwide corporate effective tax rate. We cannot predict the outcome of any specific legislative proposals or initiatives, and we cannot provide assurance that any such legislation or initiative will not apply to us.

         Legislation in the U.S. could adversely impact our results of operations, financial position, and cash flows.

        Various U.S. federal and state legislative proposals have been introduced in recent years that may negatively impact the growth of our business by denying government contracts to U.S. companies that have moved to lower-tax jurisdictions.

        We expect the U.S. Congress to continue to consider implementation and/or expansion of policies that would restrict the federal and state governments from contracting with entities that have corporate locations abroad. We cannot predict the likelihood that, or final form in which, any such proposed legislation might become law, the nature of regulations that may be promulgated under any future legislative enactments, the effect such enactments and increased regulatory scrutiny may have on our business, or the outcome of any specific legislative proposals. Therefore, we cannot provide assurance that any such legislative action will not apply to us. In addition, we are unable to predict whether the final form of any potential legislation discussed above also would affect our indirect sales to U.S. federal or state governments or the willingness of our non-governmental customers to do business with us. As a result of these uncertainties, we are unable to assess the potential impact of any proposed legislation in this area and cannot provide assurance that the impact will not be materially adverse to us.

         Swiss law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities.

        As we are organized under the laws of Switzerland, it may not be possible to enforce court judgments obtained in the U.S. against us in Switzerland based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Switzerland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liability provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those laws. We have been advised that the U.S. and Switzerland currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Some remedies available under the laws of U.S. jurisdictions, including some remedies available under the U.S. federal securities laws, would not be allowed in Swiss courts as they are contrary to that nation's public policy.

        Swiss corporate law differs in certain material respects from laws generally applicable to U.S. corporations and their shareholders. These differences include the manner in which directors must disclose transactions in which they have an interest, the rights of shareholders to bring class action and derivative lawsuits, and the scope of indemnification available to directors and officers. Thus, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the U.S.

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ITEM 2.    PROPERTIES

        Our principal executive office is located in Schaffhausen, Switzerland. As of fiscal year end 2016, we owned approximately 19 million square feet and leased approximately 10 million square feet of manufacturing, warehousing, and office space. We believe our facilities are suitable for the conduct of our business and adequate for our current needs.

        We manufacture our products in approximately 25 countries worldwide. Our manufacturing sites focus on various aspects of the manufacturing processes, including our primary processes of stamping, plating, molding, extrusion, beaming, and assembly. We consider the productive capacity of our manufacturing facilities sufficient. As of fiscal year end 2016, our principal centers of manufacturing output by segment and geographic region were as follows:

	Transportation Solutions		Industrial Solutions		Communications Solutions		Total
	(number of manufacturing facilities)
Americas		11		26		7		44
EMEA		18		18		3		39
Asia–Pacific		7		6		8		21
Total		36		50		18		104

ITEM 3.    LEGAL PROCEEDINGS

        In the normal course of business, we are subject to various legal proceedings and claims, including product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. In addition, we operate in an industry susceptible to significant patent legal claims. At any given time in the normal course of business, we are involved as either a plaintiff or defendant in a number of patent infringement actions. If infringement of a third party's patent were to be determined against us, we might be required to make significant royalty or other payments or might be subject to an injunction or other limitation on our ability to manufacture or sell one or more products. If a patent owned by or licensed to us were determined to be invalid or unenforceable, we might be required to reduce the value of the patent on our Consolidated Balance Sheet and to record a corresponding charge, which could be significant in amount.

        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 these proceedings will have a material effect on our results of operations, financial position, or cash flows.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

        Our common shares are listed and traded on the NYSE under the symbol "TEL." The following table sets forth the high and low closing sales prices of our common shares as reported by the NYSE for the quarterly periods of fiscal 2016 and 2015:

	Market Price Range
	Fiscal
	2016				2015
	High		Low		High		Low
First Quarter	$	67.61	$	56.85	$	65.00	$	51.47
Second Quarter		65.75		52.27		73.42		61.19
Third Quarter		63.69		57.32		71.73		66.12
Fourth Quarter		64.54		54.83		64.36		55.53

        The number of registered holders of our common shares at November 9, 2016 was 25,611.

Dividends and Cash Distributions to Shareholders

        The following table sets forth the dividends paid on our common shares during the quarterly periods of fiscal 2016 and 2015:

	Fiscal
	2016			2015
First Quarter	$	0.33 (CHF 0.32)	(1)	$	0.29 (CHF 0.26)	(2)
Second Quarter	$	0.33 (CHF 0.32)	(1)	$	0.29 (CHF 0.26)	(2)
Third Quarter	$	0.37 (CHF 0.37)	(1)	$	0.33 (CHF 0.32)	(1)
Fourth Quarter	$	0.37 (CHF 0.37)	(1)	$	0.33 (CHF 0.32)	(1)

(1)

Payments were declared in U.S. dollars. The Swiss francs ("CHF") equivalent is based on a U.S. dollar/CHF exchange rate on the date of shareholder approval.

(2)

Payments were declared in CHF and paid in U.S. dollars based on a U.S. dollar/CHF exchange rate shortly before shareholder approval.

        Future dividends on our common shares or reductions of registered share capital for distribution to shareholders, if any, must be approved by our shareholders. In exercising their discretion to recommend to the shareholders that such dividends or distributions be approved, our board of directors will consider our results of operations, cash requirements and surplus, financial condition, statutory requirements of applicable law, contractual restrictions, and other factors that they may deem relevant. We may from time to time enter into financing agreements that contain financial covenants and restrictions, some of which may limit our ability to pay dividends or to distribute capital reductions.

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Performance Graph

        Set forth below is a graph comparing the cumulative total shareholder return on our common shares against the cumulative return on the S&P 500 Index and the Dow Jones Electrical Components and Equipment Index. The graph assumes the investment of $100 in our common shares and in each index at fiscal year end 2011 and assumes the reinvestment of all dividends and distributions. The graph shows the cumulative total return for the last five fiscal years. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common shares.

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG TE CONNECTIVITY LTD., S&P 500 INDEX, AND
DOW JONES ELECTRICAL COMPONENTS AND EQUIPMENT INDEX

	Fiscal Year End
	2011(1)		2012		2013		2014		2015		2016
TE Connectivity Ltd.	$	100.00	$	123.71	$	193.20	$	222.75	$	225.57	$	254.30
S&P 500 Index		100.00		130.20		156.32		187.02		185.92		213.44
Dow Jones Electrical Components and Equipment Index		100.00		132.48		181.99		203.03		186.47		221.36

(1)

$100 invested on September 30, 2011 in TE Connectivity's common shares and in indexes. Indexes calculated on month-end basis.

22

Issuer Purchases of Equity Securities

        The following table presents information about our purchases of our common shares during the quarter ended September 30, 2016:

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)
June 25–July 22, 2016		1,237,100	$	58.07		1,237,100	$	1,125,417,356
July 23–August 26, 2016		395,461		60.44		391,693		1,101,746,129
August 27–September 30, 2016		1,030		63.07		—		1,101,746,129
Total		1,633,591	$	58.64		1,628,793

(1)

These columns include the following transactions which occurred during the quarter ended September 30, 2016:

(i)

the acquisition of 4,798 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 1,628,793 common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007.

(2)

In March 2016, our board of directors authorized a $1.0 billion increase in the share repurchase program. 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.

23

ITEM 6.    SELECTED FINANCIAL DATA

        The following table presents selected consolidated financial data. The data presented below should be read in conjunction with our Consolidated Financial Statements and accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report. Our consolidated financial information may not be indicative of our future performance.

	As of or for Fiscal
	2016(1)		2015(2)		2014(3)		2013(4)		2012(5)
	(in millions, except per share data)
Statement of Operations Data
Net sales	$	12,238	$	12,233	$	11,973	$	11,390	$	11,325
Acquisition and integration costs		22		55		31		14		27
Restructuring and other charges, net		2		152		19		222		104
Amounts attributable to TE Connectivity Ltd.:
Income from continuing operations		1,941		1,238		1,614		1,154		1,003
Income from discontinued operations, net of income taxes		68		1,182		167		122		109
Net income	$	2,009	$	2,420	$	1,781	$	1,276	$	1,112
Per Share Data
Basic earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations	$	5.30	$	3.06	$	3.94	$	2.76	$	2.35
Net income		5.49		5.98		4.34		3.05		2.61
Diluted earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations	$	5.26	$	3.01	$	3.87	$	2.73	$	2.33
Net income		5.44		5.89		4.27		3.02		2.59
Dividends and cash distributions paid per common share	$	1.40	$	1.24	$	1.08	$	0.92	$	0.78
Balance Sheet Data
Total assets	$	17,608	$	20,589	$	20,132	$	18,446	$	19,290
Long-term liabilities		6,057		7,429		7,128		6,000		7,166
Total equity	$	8,485	$	9,585	$	9,013	$	8,386	$	7,977

(1)

Fiscal 2016 results included a pre-tax gain of $144 million on the sale of our Circuit Protection Devices ("CPD") business; a $1,135 million income tax benefit associated with the effective settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the Internal Revenue Service through the year 2007 and the related impact of $604 million to other expense pursuant to the Tax Sharing Agreement with Tyco International plc ("Tyco International") and Covidien plc ("Covidien"); a $91 million income tax charge related to an increase to the valuation allowance for certain U.S. deferred tax assets; and an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions. (See Notes 3, 12, 15, and 16 to the Consolidated Financial Statements.) Fiscal 2016 was a 53 week year.

(2)

Fiscal 2015 results included a $216 million income tax charge associated with the tax impacts of certain intercompany legal entity restructurings made in connection with our integration of Measurement Specialties, Inc. ("Measurement Specialties"); a $201 million income tax benefit associated with the effective settlement of all undisputed tax matters for the years 2001 through 2007 and the related impact of $84 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien; and a $63 million income tax benefit associated with the effective settlement of all undisputed tax matters for the years 2008 through 2010. In addition, in fiscal 2015, income from discontinued operations, net of income taxes

24

included the gain on the sale of our Broadband Network Solutions ("BNS") business. (See Notes 4, 12, 15, and 16 to the Consolidated Financial Statements.)

(3)

Fiscal 2014 results included a $282 million income tax benefit recognized in connection with a reduction in the valuation allowance associated with certain tax loss carryforwards relating to ADC Telecommunications, Inc. ("ADC"). (See Note 15 to the Consolidated Financial Statements.)

(4)

Fiscal 2013 results included a $331 million income tax benefit associated with the effective settlement of all undisputed tax matters for the years 1997 through 2000 and the related impact of $231 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

(5)

Fiscal 2012 results included $75 million of charges from the amortization of acquisition-related fair value adjustments related primarily to acquired inventories and customer order backlog associated with Deutsch Group SAS and a $107 million income tax benefit recognized in connection with a reduction in the valuation allowance associated with tax loss carryforwards in certain non-U.S. locations.

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ITEM 7.    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 Consolidated Financial Statements and the accompanying notes included elsewhere in this Annual 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. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Annual Report, particularly in "Risk Factors" and "Forward-Looking Information."

        Our Consolidated Financial Statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the U.S. ("GAAP").

        The following discussion includes organic net sales growth and free cash flow which are non-GAAP financial measures. 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

        We are a global technology leader. We design and manufacture connectivity and sensor solutions that are essential in today's increasingly connected world. We help our customers solve the need for intelligent, efficient, and high-performing products and solutions.

        Fiscal 2016 highlights included the following:

•

Overall, our net sales were flat in fiscal 2016 as compared to fiscal 2015, as increased net sales in the Transportation Solutions and Industrial Solutions segments were offset by declines in the Communications Solutions segment. Foreign currency exchange rates negatively impacted net sales by $254 million in fiscal 2016 as compared to fiscal 2015. On an organic basis, our net sales increased 1.5% during fiscal 2016 as compared to fiscal 2015.

•

Our net sales by segment were as follows:

•

Transportation Solutions—Our net sales increased 2.4% due to increased sales in the automotive end market and, to a lesser degree, the sensors and commercial transportation end markets.

•

Industrial Solutions—Our net sales increased 1.1% due to increased sales in the industrial equipment end market which benefitted from sales contributions from acquisitions, partially offset by decreased sales in the aerospace, defense, oil, and gas and the energy end markets.

•

Communications Solutions—Our net sales decreased 6.8% due primarily to sales declines in the data and devices end market, partially offset by sales increases in the subsea communications end market.

•

Fiscal 2016 included an additional week which contributed $238 million in net sales and $0.13 per share to diluted earnings per share.

•

During fiscal 2016, our shareholders approved a dividend payment to shareholders of $1.48 per issued share payable in four quarterly installments of $0.37 beginning with the third fiscal quarter of 2016 and ending in the second fiscal quarter of 2017.

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•

Net cash provided by continuing operating activities was $2,019 million and free cash flow was $1,585 million in fiscal 2016.

•

During fiscal 2016, we acquired the Creganna Medical group ("Creganna"), a global leader in the design and manufacture of minimally invasive delivery and access medical devices. Also during fiscal 2016, we completed the divestiture our CPD business.

Outlook

        In the first quarter of fiscal 2017, we expect net sales to be between $2.95 billion and $3.05 billion. This reflects sales growth in the Industrial Solutions and Transportation Solutions segments, partially offset by sales declines in the Communications Solutions segment relative to the first quarter of fiscal 2016. Additional information regarding expectations for our reportable segments for the first quarter of fiscal 2017 as compared to the same period of fiscal 2016 is as follows:

•

Transportation Solutions—We expect our net sales growth in the automotive end market to exceed anticipated growth in global automotive production of approximately 2% due primarily to growth in China and the EMEA region. We also expect our net sales to increase in the commercial transportation and sensors end markets.

•

Industrial Solutions—We expect our net sales to increase in the industrial equipment end market due primarily to recent acquisitions. We expect our net sales growth in the aerospace and defense market to be partially offset by market weakness and sales declines in the oil and gas market.

•

Communications Solutions—We expect our net sales to decline in the data and devices end market primarily as a result of the divestiture of our CPD business. This decline is expected to be partially offset by sales growth in the appliances and subsea communications end markets.

We expect diluted earnings per share from continuing operations to be in the range of $0.84 to $0.88 per share in the first quarter of fiscal 2017.

        For fiscal 2017, we expect net sales to be between $12.3 billion and $12.9 billion, an increase from $12.2 billion in fiscal 2016 which included an additional week. This increase is attributable to sales growth in the Industrial Solutions and Transportation Solutions segments, partially offset by sales declines in the Communications Solutions segment. Additional information regarding expectations for our reportable segments for fiscal 2017 compared to fiscal 2016 is as follows:

•

Transportation Solutions—We expect our net sales increase in the automotive end market to outpace expected growth in global automotive production of approximately 1% as a result of increased content per vehicle and market share gains. We also expect our net sales to increase in the commercial transportation and sensors end markets.

•

Industrial Solutions—We expect our net sales to increase in the industrial equipment end market due primarily to recent acquisitions. Also, we expect net sales growth in the aerospace and defense market.

•

Communications Solutions—We expect our net sales growth in the subsea communications and appliances end markets to be more than offset by sales declines in the data and devices end market, due primarily to the divestiture of our CPD business.

We expect diluted earnings per share from continuing operations to be in the range of $3.84 to $4.14 per share in fiscal 2017.

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

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        We are monitoring the current macroeconomic environment, including the proposed exit of the United Kingdom from the EU, and its potential effects on our customers and the end markets we serve. We continue to closely manage our costs in line with economic conditions. Additionally, we are managing our capital resources and monitoring capital availability to ensure that we have sufficient resources to fund future capital needs. See further discussion in "Liquidity and Capital Resources."

Acquisitions

        During fiscal 2016, we acquired four businesses, including Creganna, for a combined cash purchase price of $1.3 billion, net of cash acquired.

        During fiscal 2015, we acquired Measurement Specialties, a leading global designer and manufacturer of sensors and sensor-based systems. The total value paid was approximately $1.7 billion, net of cash acquired, and included $225 million for the repayment of Measurement Specialties' debt and accrued interest. Also during fiscal 2015, we acquired three additional businesses for $241 million in cash, net of cash acquired.

        During fiscal 2014, we acquired five businesses, including the SEACON Group ("SEACON"), a leading provider of underwater connector technology and systems, for $522 million in cash, net of cash acquired.

        See Note 5 to the Consolidated Financial Statements for additional information regarding acquisitions.

Divestiture

        During fiscal 2016, we sold our CPD business for net cash proceeds of $333 million. We recognized a pre-tax gain of $144 million on the transaction. The CPD business was reported as part of the Data and Devices business within our Communications Solutions segment.

Results of Operations

Net Sales

        The following table presents our net sales and the percentage of total net sales by segment:

	Fiscal
	2016				2015				2014
	($ in millions)
Transportation Solutions	$	6,503	53	%	$	6,351	52	%	$	6,090	51	%
Industrial Solutions		3,215	26			3,179	26			3,302	28
Communications Solutions		2,520	21			2,703	22			2,581	21
Total	$	12,238	100	%	$	12,233	100	%	$	11,973	100	%

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        The following table provides an analysis of the change in our net sales compared to the prior fiscal year by segment:

	Fiscal
	2016																2015
	Change in Net Sales versus Prior Fiscal Year																Change in Net Sales versus Prior Fiscal Year
	Total					Translation			Acquisitions (Divestiture)			Organic					Total					Translation			Acquisitions		Organic
	($ in millions)
Transportation Solutions	$	152		2.4	%	$	(174	)	$	16		$	310		4.9	%	$	261		4.3	%	$	(556	)	$	567	$	250		4.1	%
Industrial Solutions		36		1.1			(63	)		188			(89	)	(2.8	)		(123	)	(3.7	)		(258	)		142		(7	)	(0.2	)
Communications Solutions		(183	)	(6.8	)		(17	)		(123	)		(43	)	(1.6	)		122		4.7			(95	)		—		217		8.4
Total	$	5		—	%	$	(254	)	$	81		$	178		1.5	%	$	260		2.2	%	$	(909	)	$	709	$	460		3.8	%

        Net sales were flat in fiscal 2016 as compared to fiscal 2015. Organic net sales growth of 1.5% and net sales contributions from acquisitions and a divestiture of 0.6% were offset by the negative impact of foreign currency translation of 2.1% due to the weakening of certain foreign currencies. Organic net sales were adversely affected by price erosion of $188 million in fiscal 2016. Fiscal 2016 included an additional week which contributed $238 million in net sales. The impact of the additional week was estimated using an average weekly sales figure for the last month of the fiscal year.

        Net sales increased $260 million, or 2.2%, in fiscal 2015 as compared to fiscal 2014. The increase in net sales resulted from sales contributions from acquisitions of 5.9% and organic net sales growth of 3.8%, partially offset by the negative impact of foreign currency translation of 7.5% due to the weakening of certain foreign currencies. During fiscal 2015, Measurement Specialties contributed net sales of $548 million. Organic net sales were adversely affected by price erosion of $208 million in fiscal 2015.

        See further discussion of net sales below under "Segment Results."

        Net Sales by Geographic Region.    Our business operates in three geographic regions—the Americas, EMEA, and Asia–Pacific—and our results of operations are influenced by changes in foreign currency exchange rates. Increases or decreases in the value of the U.S. dollar, compared to other currencies, will directly affect our reported results as we translate those currencies into U.S. dollars at the end of each fiscal period. We sell our products into approximately 150 countries, and approximately 54% of our net sales were invoiced in currencies other than the U.S. dollar in fiscal 2016. The percentage of net sales in fiscal 2016 by major currencies invoiced was as follows:

Currencies	Percentage
U.S. dollar		46	%
Euro		28
Chinese renminbi		11
Japanese yen		6
All others		9
Total		100	%

29

        The following table presents our net sales and the percentage of total net sales by geographic region:

	Fiscal
	2016				2015				2014
	($ in millions)
Americas	$	4,199	34	%	$	4,138	34	%	$	3,515	30	%
EMEA		4,116	34			3,992	33			4,224	35
Asia–Pacific		3,923	32			4,103	33			4,234	35
Total	$	12,238	100	%	$	12,233	100	%	$	11,973	100	%

        The following table provides an analysis of the change in our net sales compared to the prior fiscal year by geographic region:

	Fiscal
	2016																2015
	Change in Net Sales versus Prior Fiscal Year																Change in Net Sales versus Prior Fiscal Year
	Total					Translation			Acquisitions (Divestiture)			Organic					Total					Translation			Acquisitions		Organic
	($ in millions)
Americas	$	61		1.5	%	$	(58	)	$	104		$	15		0.4	%	$	623		17.7	%	$	(72	)	$	334	$	361		10.3	%
EMEA		124		3.1			(141	)		71			194		4.9			(232	)	(5.5	)		(649	)		287		130		3.1
Asia–Pacific		(180	)	(4.4	)		(55	)		(94	)		(31	)	(0.7	)		(131	)	(3.1	)		(188	)		88		(31	)	(0.7	)
Total	$	5		—	%	$	(254	)	$	81		$	178		1.5	%	$	260		2.2	%	$	(909	)	$	709	$	460		3.8	%

Cost of Sales and Gross Margin

        The following table presents cost of sales and gross margin information:

	Fiscal									Fiscal 2016 versus 2015			Fiscal 2015 versus 2014
	2016			2015			2014
	($ in millions)
Cost of sales	$	8,205		$	8,146		$	8,001		$	59		$	145
As a percentage of net sales		67.0	%		66.6	%		66.8	%		0.4	%		(0.2	)%
Gross margin	$	4,033		$	4,087		$	3,972		$	(54	)	$	115
As a percentage of net sales		33.0	%		33.4	%		33.2	%		(0.4	)%		0.2	%

        In fiscal 2016, gross margin decreased $54 million as compared to fiscal 2015. In fiscal 2016, gross margin included charges of $10 million from the amortization of acquisition-related fair value adjustments to acquired inventories and customer order backlog associated primarily with Creganna. In fiscal 2015, gross margin included charges of $36 million from the amortization of acquisition-related fair value adjustments to acquired inventories and customer order backlog associated primarily with Measurement Specialties. Excluding these charges, the gross margin decreased in fiscal 2016 due primarily to unfavorable product mix and price erosion, partially offset by lower material costs.

        Gross margin increased $115 million in fiscal 2015 as compared to fiscal 2014. In fiscal 2015, gross margin included charges of $36 million associated with the acquisition of Measurement Specialties. Excluding these charges, gross margin increased in fiscal 2015 primarily as a result of higher volume and improved manufacturing productivity, partially offset by the negative impact of changes in foreign currency exchange rates and price erosion.

        Cost of sales and gross margin are subject to variability in raw material prices, and the price of many of our raw materials continues to fluctuate. In fiscal 2016, we purchased approximately

30

170 million pounds of copper, 115,000 troy ounces of gold, and 2.4 million troy ounces of silver. The following table sets forth the average prices incurred related to copper, gold, and silver.

		Fiscal
	Measure	2016		2015		2014
Copper	Lb.	$	2.49	$	3.06	$	3.33
Gold	Troy oz.		1,212		1,267		1,405
Silver	Troy oz.		16.08		18.51		23.43

        In fiscal 2017, we expect to purchase approximately 177 million pounds of copper, 129,000 troy ounces of gold, and 2.5 million troy ounces of silver.

Operating Expenses

        The following table presents operating expense information:

	Fiscal									Fiscal 2016 versus 2015			Fiscal 2015 versus 2014
	2016			2015			2014
	($ in millions)
Selling, general, and administrative expenses	$	1,463		$	1,504		$	1,534		$	(41	)	$	(30	)
As a percentage of net sales		12.0	%		12.3	%		12.8	%		(0.3	)%		(0.5	)%
Research, development, and engineering expenses	$	644		$	627		$	583		$	17		$	44
Acquisition and integration costs	$	22		$	55		$	31		$	(33	)	$	24
Restructuring and other charges, net	$	2		$	152		$	19		$	(150	)	$	133

        Selling, General, and Administrative Expenses.    In fiscal 2016, selling, general, and administrative expenses decreased $41 million as compared to fiscal 2015 due primarily to cost control measures and savings attributable to restructuring actions.

        Selling, general, and administrative expenses decreased $30 million in fiscal 2015 as compared to fiscal 2014. The decrease resulted primarily from cost control measures and savings attributable to restructuring actions, partially offset by additional expenses associated with Measurement Specialties.

        Research, Development, and Engineering Expenses.    Research, development, and engineering expenses increased $17 million in fiscal 2016 as compared to fiscal 2015 and $44 million in fiscal 2015 as compared to fiscal 2014. The increases resulted from additional expenses related to acquisitions and growth initiatives, primarily in the Transportation Solutions segment.

        Acquisition and Integration Costs.    In fiscal 2016, we incurred acquisition and integration costs of $22 million related primarily to the acquisitions of Creganna and Measurement Specialties. In fiscal 2015, we incurred acquisition and integration costs of $55 million, related primarily to the acquisitions of Measurement Specialties and SEACON. In fiscal 2014, we incurred acquisition and integration costs of $31 million, primarily in connection with the acquisition of SEACON.

        Restructuring and Other Charges, Net.    We are committed to continuous productivity improvements and consistently evaluate opportunities to simplify our global manufacturing footprint, migrate facilities to lower-cost regions, reduce fixed costs, and eliminate excess capacity. These initiatives are designed to help us maintain our competitiveness in the industry, improve our operating leverage, and position us for future growth.

        During fiscal 2016, we initiated a restructuring program associated with headcount reductions impacting all segments and product line closures in the Communications Solutions segment. During fiscal 2015, we initiated a restructuring program associated with headcount reductions and product line

31

closures, primarily impacting the Communications Solutions and Industrial Solutions segments. During fiscal 2014, we initiated a restructuring program associated primarily with headcount reductions and manufacturing site and product line closures in the Communications Solutions segment.

        In connection with these initiatives, we recorded net restructuring charges of $125 million, $93 million, and $23 million in fiscal 2016, 2015, and 2014, respectively. Annualized cost savings related to actions initiated in fiscal 2016 are expected to be approximately $150 million and are expected to be realized by the end of fiscal 2017. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. During fiscal 2017, we expect net restructuring charges to be similar to fiscal 2016 levels. We expect total spending, which will be funded with cash from operations, to be approximately $110 million in fiscal 2017.

        During fiscal 2016, we recognized a pre-tax gain of $144 million on the sale of our CPD business.

        During fiscal 2016 and 2015, we incurred net other charges of $21 million and $59 million, respectively, primarily in connection with the divestiture of certain businesses.

        See Note 3 to the Consolidated Financial Statements for additional information regarding net restructuring and other charges.

Operating Income

        The following table presents operating income and operating margin information:

	Fiscal									Fiscal 2016 versus 2015			Fiscal 2015 versus 2014
	2016			2015			2014
	($ in millions)
Operating income	$	1,902		$	1,749		$	1,805		$	153		$	(56	)
Operating margin		15.5	%		14.3	%		15.1	%		1.2	%		(0.8	)%

        Operating income included the following:

	Fiscal
	2016		2015		2014
	(in millions)
Acquisition related charges:
Acquisition and integration costs	$	22	$	55	$	31
Charges associated with the amortization of acquisition-related fair value adjustments		10		36		4
Restructuring charges related to acquisitions		—		3		—
		32		94		35
Restructuring and other charges, net		2		149		19
Total	$	34	$	243	$	54

        See further discussion of operating income below under "Segment Results."

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Non-Operating Items

        The following table presents select non-operating information:

	Fiscal								Fiscal 2016 versus 2015			Fiscal 2015 versus 2014
	2016			2015			2014
	(in millions)
Interest expense	$	127		$	136		$	127	$	(9	)	$	9
Other income (expense), net		(632	)		(55	)		63		(577	)		(118	)
Income tax expense (benefit)		(779	)		337			146		(1,116	)		191
Income from discontinued operations, net of income taxes		68			1,182			167		(1,114	)		1,015

        Other Income (Expense), Net.    In fiscal 2016, 2015, and 2014, we recorded net other income (expense) primarily pursuant to the Tax Sharing Agreement with Tyco International and Covidien. See Note 16 to the Consolidated Financial Statements for further information regarding net other income (expense) and Note 12 to the Consolidated Financial Statements for information regarding the separation and related Tax Sharing Agreement.

        Income Taxes.    See Note 15 to the Consolidated Financial Statements for information regarding items impacting income tax expense (benefit) for fiscal 2016, 2015, and 2014.

        The valuation allowance for deferred tax assets was $3,096 million and $3,237 million at fiscal year end 2016 and 2015, respectively. See Note 15 to the Consolidated Financial Statements for further information regarding the valuation allowance for deferred tax assets.

        As of fiscal year end 2016, certain subsidiaries had approximately $21 billion of cumulative undistributed earnings that have been retained indefinitely and reinvested in our global manufacturing operations, including working capital; property, plant, and equipment; intangible assets; and research and development activities. See Note 15 to the Consolidated Financial Statements for additional information regarding undistributed earnings.

        Income from Discontinued Operations, Net of Income Taxes.    During fiscal 2015, we sold our BNS business for $3.0 billion in cash and recognized a pre-tax gain of $1.1 billion on the transaction. During fiscal 2016, we recognized an additional pre-tax gain of $29 million on the divestiture, related primarily to pension and net working capital adjustments.

        In fiscal 2006, the former shareholders of Com-Net initiated a lawsuit related to our fiscal 2001 acquisition of Com-Net. In connection with the Com-Net case, we recorded a reserve and pre-tax charges of $127 million during fiscal 2015. During fiscal 2016, we recorded pre-tax credits of $30 million, representing a release of excess reserves. These amounts are reflected in income from discontinued operations on the Consolidated Statements of Operations as the Com-Net case was associated with our former Wireless Systems business which was sold in 2009.

        The BNS and Wireless Systems businesses met the discontinued operations criteria and were reported as such in all periods presented on the Consolidated Financial Statements. Prior to reclassification to discontinued operations, the BNS and Wireless Systems businesses were included in the former Network Solutions and Wireless Systems segments, respectively. See Note 4 to the Consolidated Financial Statements for additional information regarding discontinued operations.

33

Segment Results

Transportation Solutions

        Net Sales.    The following table presents the Transportation Solutions segment's net sales and the percentage of total net sales by primary industry end market⁽¹⁾:

	Fiscal
	2016				2015				2014
	($ in millions)
Automotive	$	4,912	75	%	$	4,780	75	%	$	4,995	82	%
Commercial Transportation		825	13			820	13			893	15
Sensors		766	12			751	12			202	3
Total	$	6,503	100	%	$	6,351	100	%	$	6,090	100	%

(1)

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

        The following table provides an analysis of the change in the Transportation Solutions segment's net sales compared to the prior fiscal year by primary industry end market:

	Fiscal
	2016													2015
	Change in Net Sales versus Prior Fiscal Year													Change in Net Sales versus Prior Fiscal Year
	Total				Translation			Acquisition		Organic				Total					Translation			Acquisitions		Organic
	($ in millions)
Automotive	$	132	2.8	%	$	(134	)	$	—	$	266	5.6	%	$	(215	)	(4.3	)%	$	(469	)	$	—	$	254		5.1	%
Commercial Transportation		5	0.6			(16	)		—		21	2.6			(73	)	(8.2	)		(66	)		—		(7	)	(0.8	)
Sensors		15	2.0			(24	)		16		23	3.1			549		271.8			(21	)		567		3		1.9
Total	$	152	2.4	%	$	(174	)	$	16	$	310	4.9	%	$	261		4.3	%	$	(556	)	$	567	$	250		4.1	%

        In fiscal 2016, net sales in the Transportation Solutions segment increased $152 million, or 2.4%, from fiscal 2015 due primarily to organic net sales growth of 4.9%, partially offset by the negative impact of foreign currency translation of 2.7%. Fiscal 2016 included an additional week which contributed $130 million in net sales. Our organic net sales by primary industry end market were as follows:

•

Automotive—Our organic net sales increased 5.6% in fiscal 2016. The increase was due primarily to growth of 8.4% in the Asia–Pacific region and 5.9% in the EMEA region, partially offset by a decrease of 0.9% in the Americas region. In the Asia–Pacific region, our growth was driven by increased electronification and market share gains in China. In the EMEA region, our organic net sales increased due to electronification and new model launches. The Americas region was adversely impacted by market weakness in North America and macroeconomic conditions in South America.

•

Commercial transportation—Our organic net sales increased 2.6% in fiscal 2016 due primarily to growth in the heavy truck market in the EMEA region and China.

•

Sensors—Our organic net sales increased 3.1% in fiscal 2016 due primarily to increased sales in the automotive, aerospace and defense, and industrial equipment markets.

        Net sales in the Transportation Solutions segment increased $261 million, or 4.3%, in fiscal 2015 as compared to fiscal 2014 as a result of sales contributions from acquisitions of 9.3% and organic net sales growth of 4.1%, partially offset by the negative impact of foreign currency translation of 9.1%.

34

Measurement Specialties contributed net sales of $548 million during fiscal 2015. Our organic net sales by primary industry end market were as follows:

•

Automotive—Our organic net sales increased 5.1% in fiscal 2015 with growth of 8.2% in the Asia–Pacific region, 4.4% in the EMEA region, and 0.8% in the Americas region. Growth in the Asia–Pacific and EMEA regions and North America was driven primarily by increased content per vehicle. This growth was partially offset by weakness in South America driven by lower production volumes in Brazil.

•

Commercial transportation—Our organic net sales decreased 0.8% in fiscal 2015 due to lower demand in the agriculture market across all regions, partially offset by growth in the heavy truck market in developed countries.

•

Sensors—Our organic net sales increased 1.9% in fiscal 2015 due primarily to increased sales in the automotive market resulting from new product launches in China and increased volume in Japan, partially offset by market weakness in Korea and Eastern Europe.

        Operating Income.    The following table presents the Transportation Solutions segment's operating income and operating margin information:

	Fiscal									Fiscal 2016 versus 2015			Fiscal 2015 versus 2014
	2016			2015			2014
	($ in millions)
Operating income	$	1,191		$	1,193		$	1,245		$	(2	)	$	(52	)
Operating margin		18.3	%		18.8	%		20.4	%		(0.5	)%		(1.6	)%

        The Transportation Solutions segment's operating income included the following:

	Fiscal
	2016		2015		2014
	(in millions)
Acquisition related charges:
Acquisition and integration costs	$	9	$	28	$	4
Charges associated with the amortization of acquisition-related fair value adjustments		—		30		—
Restructuring charges related to acquisitions		—		3		—
		9		61		4
Restructuring and other charges, net		46		39		4
Total	$	55	$	100	$	8

        Operating income in the Transportation Solutions segment was flat in fiscal 2016 as compared to fiscal 2015. Excluding the items presented in the table above, operating income decreased in fiscal 2016 primarily as a result of price erosion and the negative impact of changes in foreign currency exchange rates, partially offset by lower material costs.

        In fiscal 2015, operating income in the Transportation Solutions segment decreased $52 million as compared to fiscal 2014. Excluding the items presented in the table above, operating income increased in fiscal 2015 due primarily to higher volume and improved manufacturing productivity, partially offset by the negative impact of changes in foreign currency exchange rates and price erosion.

35

Industrial Solutions

        Net Sales.    The following table presents the Industrial Solutions segment's net sales and the percentage of total net sales by primary industry end market⁽¹⁾:

	Fiscal
	2016				2015				2014
	($ in millions)
Industrial Equipment	$	1,419	44	%	$	1,323	42	%	$	1,364	41	%
Aerospace, Defense, Oil, and Gas		1,100	34			1,151	36			1,140	35
Energy		696	22			705	22			798	24
Total	$	3,215	100	%	$	3,179	100	%	$	3,302	100	%

(1)

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

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

	Fiscal
	2016															2015
	Change in Net Sales versus Prior Fiscal Year															Change in Net Sales versus Prior Fiscal Year
	Total					Translation			Acquisitions		Organic					Total					Translation			Acquisitions		Organic
	($ in millions)
Industrial Equipment	$	96		7.3	%	$	(14	)	$	179	$	(69	)	(5.2	)%	$	(41	)	(3.0	)%	$	(96	)	$	43	$	12		0.9	%
Aerospace, Defense, Oil, and Gas		(51	)	(4.4	)		(15	)		9		(45	)	(3.8	)		11		1.0			(71	)		99		(17	)	(1.5	)
Energy		(9	)	(1.3	)		(34	)		—		25		3.6			(93	)	(11.7	)		(91	)		—		(2	)	(0.3	)
Total	$	36		1.1	%	$	(63	)	$	188	$	(89	)	(2.8	)%	$	(123	)	(3.7	)%	$	(258	)	$	142	$	(7	)	(0.2	)%

        Net sales in the Industrial Solutions segment increased $36 million, or 1.1%, in fiscal 2016 as compared to fiscal 2015 due to sales contributions from acquisitions of 5.9%, partially offset by organic net sales declines of 2.8% and the negative impact of foreign currency translation of 2.0%. Fiscal 2016 included an additional week which contributed $65 million in net sales. Our organic net sales by primary industry end market were as follows:

•

Industrial equipment—Our organic net sales decreased 5.2% in fiscal 2016 as a result of market weakness in the Americas and Asia–Pacific regions.

•

Aerospace, defense, oil, and gas—Our organic net sales decreased 3.8% in fiscal 2016. The decrease was attributable to declines in the oil and gas market, partially offset by growth in the aerospace and defense market. In the oil and gas market, our organic net sales decrease was due to continued market weakness resulting from declines in oil prices. In the aerospace and defense market, our organic net sales increased due primarily to strength in our commercial aerospace business resulting from customer growth and market share gains.

•

Energy—Our organic net sales increased 3.6% in fiscal 2016 primarily as a result of growth in the Americas and EMEA regions.

        In the Industrial Solutions segment, net sales decreased $123 million, or 3.7%, in fiscal 2015 from fiscal 2014 due primarily to the negative impact of foreign currency translation of 7.8%, partially offset by sales contributions from acquisitions of 4.3%. Our organic net sales by primary industry end market were as follows:

•

Industrial equipment—Our organic net sales increased 0.9% in fiscal 2015 as growth in the Asia–Pacific and EMEA regions was partially offset by lower demand in the Americas region.

36

•

Aerospace, defense, oil, and gas—Our organic net sales decreased 1.5% in fiscal 2015 due primarily to weakness in the oil and gas market resulting from oil price declines and market uncertainty, partially offset by continued strength in our commercial aerospace business.

•

Energy—Our organic net sales were flat in fiscal 2015 as growth in the Americas region was offset by declines in the Asia–Pacific region.

        Operating Income.    The following table presents the Industrial Solutions segment's operating income and operating margin information:

	Fiscal									Fiscal 2016 versus 2015			Fiscal 2015 versus 2014
	2016			2015			2014
	($ in millions)
Operating income	$	343		$	352		$	431		$	(9	)	$	(79	)
Operating margin		10.7	%		11.1	%		13.1	%		(0.4	)%		(2.0	)%

        The Industrial Solutions segment's operating income included the following:

	Fiscal
	2016		2015		2014
	(in millions)
Acquisition related charges:
Acquisition and integration costs	$	13	$	27	$	27
Charges associated with the amortization of acquisition-related fair value adjustments		10		6		4
		23		33		31
Restructuring and other charges, net		31		44		7
Total	$	54	$	77	$	38

        Operating income in the Industrial Solutions segment decreased $9 million in fiscal 2016 as compared to fiscal 2015. Excluding the items presented in the table above, operating income decreased in fiscal 2016 due primarily to unfavorable product mix and price erosion, partially offset by lower material costs.

        In fiscal 2015, operating income in the Industrial Solutions segment decreased $79 million as compared to fiscal 2014. Excluding the items presented in the table above, operating income decreased in fiscal 2015 primarily as a result of the negative impact of changes in foreign currency exchange rates and price erosion.

37

Communications Solutions

        Net Sales.    The following table presents the Communications Solutions segment's net sales and the percentage of total net sales by primary industry end market⁽¹⁾:

	Fiscal
	2016				2015				2014
	($ in millions)
Data and Devices	$	1,020	40	%	$	1,357	50	%	$	1,641	64	%
Subsea Communications		885	35			709	26			283	11
Appliances		615	25			637	24			657	25
Total	$	2,520	100	%	$	2,703	100	%	$	2,581	100	%

(1)

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

        The following table provides an analysis of the change in the Communications Solutions segment's net sales compared to the prior fiscal year by primary industry end market:

	Fiscal
	2016																2015
	Change in Net Sales versus Prior Fiscal Year																Change in Net Sales versus Prior Fiscal Year
	Total					Translation			Divestiture			Organic					Total					Translation			Organic
	($ in millions)
Data and Devices	$	(337	)	(24.8	)%	$	(6	)	$	(123	)	$	(208	)	(17.8	)%	$	(284	)	(17.3	)%	$	(60	)	$	(224	)	(13.6	)%
Subsea Communications		176		24.8			—			—			176		24.8			426		150.5			—			426		150.5
Appliances		(22	)	(3.5	)		(11	)		—			(11	)	(1.8	)		(20	)	(3.0	)		(35	)		15		2.3
Total	$	(183	)	(6.8	)%	$	(17	)	$	(123	)	$	(43	)	(1.6	)%	$	122		4.7	%	$	(95	)	$	217		8.4	%

        In fiscal 2016, net sales in the Communications Solutions segment decreased $183 million, or 6.8%, as compared to fiscal 2015 due to sales declines resulting from a divestiture of 4.6%, organic net sales declines of 1.6%, and the negative impact of foreign currency translation of 0.6%. Fiscal 2016 included an additional week which contributed $43 million in net sales. Our organic net sales by primary industry end market were as follows:

•

Data and devices—Our organic net sales decreased 17.8% in fiscal 2016 as a result of strategic exit of certain low margin product lines and market weakness in all regions.

•

Subsea communications—Our organic net sales increased 24.8% in fiscal 2016 due to increased levels of project activity.

•

Appliances—Our organic net sales decreased 1.8% in fiscal 2016 due primarily to high inventory levels at distributors in the first half of the year and lower demand in the Asia–Pacific and Americas regions, partially offset by growth in the EMEA region.

        Net sales in the Communications Solutions segment increased $122 million, or 4.7%, in fiscal 2015 as compared to fiscal 2014 as a result of organic net sales growth of 8.4%, partially offset by the negative impact of foreign currency translation of 3.7%. Our organic net sales by primary industry end market were as follows:

•

Data and devices—Our organic net sales decreased 13.6% in fiscal 2015 due to continued declines in our sales in the feature phone and tablet computer markets, weak demand in the smartphone business, and the exit of certain low margin product lines.

•

Subsea communications—Our organic net sales increased 150.5% in fiscal 2015 as a result of increased levels of project activity.

38

•

Appliances—Our organic net sales increased 2.3% in fiscal 2015 with increased demand in the EMEA region and a rebound in the U.S. market, partially offset by lower demand in the Asia–Pacific region.

        Operating Income.    The following table presents the Communications Solutions segment's operating income and operating margin information:

	Fiscal									Fiscal 2016 versus 2015			Fiscal 2015 versus 2014
	2016			2015			2014
	($ in millions)
Operating income	$	368		$	204		$	129		$	164		$	75
Operating margin		14.6	%		7.5	%		5.0	%		7.1	%		2.5	%

        The Communications Solutions segment's operating income included the following:

	Fiscal
	2016			2015		2014
	(in millions)
Restructuring and other charges (credits), net	$	(75	)(1)	$	66	$	8

(1)

Includes pre-tax gain of $144 million on the sale of our CPD business during fiscal 2016.

        Operating income in the Communications Solutions segment increased $164 million in fiscal 2016 as compared to fiscal 2015, primarily as a result of the divestiture of the CPD business. Excluding the items presented in the table above, operating income increased in fiscal 2016 as a result of lower material costs and savings attributable to restructuring actions, partially offset by the impact of unfavorable product mix, lower volume, and price erosion.

        In fiscal 2015, operating income in the Communications Solutions segment increased $75 million as compared to fiscal 2014. Excluding the items presented in the table above, operating income increased in fiscal 2015, due primarily to improved manufacturing productivity, 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 Consolidated Statements of Cash Flows:

	Fiscal
	2016			2015			2014
	(in millions)
Net cash provided by operating activities	$	1,922		$	1,913		$	2,083
Net cash provided by (used in) investing activities		(1,581	)		636			(1,075	)
Net cash provided by (used in) financing activities		(3,030	)		(1,606	)		65
Effect of currency translation on cash		7			(71	)		(19	)
Net increase (decrease) in cash and cash equivalents	$	(2,682	)	$	872		$	1,054

        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. We may use excess cash to purchase a portion of our common shares pursuant to our authorized share repurchase program; to acquire strategic businesses or product lines; to pay distributions or dividends

39

on our common shares; or to reduce our outstanding debt, including through the possible repurchase of our debt in accordance with applicable law. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions.

        As of fiscal year end 2016, our cash and cash equivalents were held in subsidiaries which are located in various countries throughout the world. Under current applicable laws, substantially all of these amounts can be repatriated to Tyco Electronics Group S.A. ("TEGSA"), our Luxembourg subsidiary, which is the obligor of substantially all of our debt, and to TE Connectivity Ltd., our Swiss parent company; however, the repatriation of these amounts could subject us to additional tax expense. We provide for tax liabilities on the Consolidated Financial Statements with respect to amounts that we expect to repatriate; however, no tax liabilities are recorded for amounts that we consider to be retained indefinitely and reinvested in our global manufacturing operations. As of fiscal year end 2016, we had approximately $6.9 billion of cash, cash equivalents, and intercompany deposits, principally in our subsidiaries, that we have the ability to distribute to TEGSA and TE Connectivity Ltd. but we consider to be permanently reinvested. We estimate that up to approximately $1.5 billion of tax expense would be recognized on the Consolidated Financial Statements if our intention to permanently reinvest these amounts were to change. Our current plans do not demonstrate a need to repatriate cash, cash equivalents, and intercompany deposits that are designated as permanently reinvested in order to fund our operations, including investing and financing activities.

Cash Flows from Operating Activities

        Net cash provided by continuing operating activities was $2,019 million in fiscal 2016 as compared to $1,619 million in fiscal 2015. The increase resulted primarily from favorable effects of changes in accounts receivable and inventory levels, partially offset by an increase in net payments related to pre-separation tax matters.

        Net cash provided by continuing operating activities decreased $185 million to $1,619 million in fiscal 2015 as compared to $1,804 million in fiscal 2014. The decrease resulted primarily from the unfavorable effects of changes in working capital levels, partially offset by a decrease in net payments related to pre-separation tax matters.

        Pension contributions in fiscal 2016, 2015, and 2014 were $67 million, $66 million, and $87 million, respectively. We expect pension contributions to be $54 million in fiscal 2017, before consideration of any voluntary contributions. There were no voluntary pension contributions in fiscal 2016, 2015, and 2014.

        The amount of income taxes paid, net of refunds, during fiscal 2016, 2015, and 2014 was $806 million, $350 million, and $259 million, respectively. In fiscal 2016 and 2015, these payments included $471 million and $47 million, respectively, for tax deficiencies related to pre-separation tax matters. Also during fiscal 2016 and 2015, we received net reimbursements of $321 million and $7 million, respectively, from Tyco International and Covidien pursuant to their indemnifications for pre-separation tax matters. During fiscal 2014, we made net payments of $179 million to Tyco International and Covidien pursuant to our indemnifications for pre-separation tax matters. See Note 12 to the 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 ability to generate cash. Free cash flow was $1,585 million in fiscal 2016 as compared to $1,076 million in fiscal 2015 and $1,477 million in fiscal 2014. The increase in free cash flow in fiscal 2016 as compared to fiscal 2015 was driven primarily by favorable effects of changes in accounts receivable and inventory levels. The decrease in free cash flow in fiscal 2015 as compared to fiscal 2014 was driven primarily by the changes in net cash provided by continuing operating activities discussed above and higher proceeds from the sale of property, plant, and equipment in fiscal 2014.

40

        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.

	Fiscal
	2016			2015			2014
	(in millions)
Net cash provided by continuing operating activities	$	2,019		$	1,619		$	1,804
Excluding:
Payments related to pre-separation U.S. tax matters, net		150			40			179
Payments related to income taxes on the sale of the BNS business		36			—			—
Capital expenditures		(628	)		(600	)		(635	)
Proceeds from sale of property, plant, and equipment		8			17			129
Free cash flow	$	1,585		$	1,076		$	1,477

Cash Flows from Investing Activities

        Capital expenditures were $628 million, $600 million, and $635 million in fiscal 2016, 2015, and 2014, respectively. We expect fiscal 2017 capital spending levels to be approximately 5% of net sales. We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities.

        Proceeds from the sale of property, plant, and equipment for fiscal 2014 included approximately $100 million related to the sale of real estate.

        During fiscal 2016, we acquired four businesses, including Creganna, for a combined cash purchase price of $1.3 billion, net of cash acquired. During fiscal 2015, we acquired Measurement Specialties. The total value paid for the transaction was approximately $1.7 billion, net of cash acquired, and included $225 million for the repayment of Measurement Specialties' debt and accrued interest. Also during fiscal 2015, we acquired three additional businesses for $241 million in cash, net of cash acquired. During fiscal 2014, we acquired five businesses for $522 million in cash, net of cash acquired. See additional information in Note 5 to the Consolidated Financial Statements.

        During fiscal 2016, we received net cash proceeds of $333 million related to the sale of our CPD business. See additional information in Note 3 to the Consolidated Financial Statements.

        During fiscal 2015, we received net cash proceeds of $3.0 billion related to the sale of our BNS business. See additional information in Note 4 to the Consolidated Financial Statements.

Cash Flows from Financing Activities and Capitalization

        Total debt at fiscal year end 2016 and 2015 was $4,070 million and $3,884 million, respectively. See Note 11 to the Consolidated Financial Statements for additional information regarding debt.

        During January 2016, TEGSA, our 100%-owned subsidiary, issued $350 million aggregate principal amount of 3.700% senior notes due February 15, 2026. The notes are TEGSA's unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.

        TEGSA has a five-year unsecured senior revolving credit facility ("Credit Facility") with total commitments of $1,500 million. The Credit Facility was amended in December 2015 primarily to extend the maturity date from August 2018 to December 2020. TEGSA had no borrowings under the Credit Facility at fiscal year end 2016 and 2015.

41

        The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of fiscal year end 2016, 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.

        Periodically, TEGSA issues commercial paper to U.S. institutional accredited investors and qualified institutional buyers in accordance with available exemptions from the registration requirements of the Securities Act of 1933 as part of our ongoing effort to maintain financial flexibility and to potentially decrease the cost of borrowings. Borrowings under the commercial paper program are backed by the Credit Facility.

        TEGSA's payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed by its parent, TE Connectivity Ltd.

        Payments of common share dividends to shareholders were $509 million, $502 million, and $443 million in fiscal 2016, 2015, and 2014, respectively. See Note 18 to the Consolidated Financial Statements for additional information regarding dividends and cash distributions on our common shares.

        Future dividends on our common shares or reductions of registered share capital for distribution to shareholders, if any, must be approved by our shareholders. In exercising their discretion to recommend to the shareholders that such dividends or distributions be approved, our board of directors will consider our results of operations, cash requirements and surplus, financial condition, statutory requirements of applicable law, contractual restrictions, and other factors that they may deem relevant.

        During fiscal 2016, our board of directors authorized an increase of $1.0 billion in the share repurchase program. We repurchased approximately 43 million of our common shares for $2,610 million, 18 million of our common shares for $1,163 million, and 11 million of our common shares for $604 million under the share repurchase program during fiscal 2016, 2015, and 2014, respectively. At fiscal year end 2016, we had $1.1 billion of availability remaining under our share repurchase authorization.

Commitments and Contingencies

        The following table provides a summary of our contractual obligations and commitments for debt, minimum lease payment obligations under non-cancelable leases, and other obligations at fiscal year end 2016:

			Payments Due by Fiscal Year
	Total		2017		2018		2019		2020		2021		Thereafter
	(in millions)
Debt(1)	$	4,061	$	331	$	708	$	576	$	1	$	250	$	2,195
Interest payments on debt(2)		1,228		152		129		102		92		86		667
Operating leases		444		106		86		66		47		41		98
Purchase obligations(3)		324		309		8		2		1		—		4
Total contractual cash obligations(4)(5)(6)	$	6,057	$	898	$	931	$	746	$	141	$	377	$	2,964

(1)

Debt represents principal payments. See Note 11 to the Consolidated Financial Statements for additional information regarding debt.

42

(2)

Interest payments exclude the impact of our interest rate swaps.

(3)

Purchase obligations consist primarily of commitments for purchases of goods and services.

(4)

The table above does not reflect unrecognized income tax benefits of $490 million and related accrued interest and penalties of $54 million, the timing of which is uncertain. See Note 15 to the Consolidated Financial Statements for additional information regarding unrecognized income tax benefits, interest, and penalties.

(5)

The table above does not reflect pension obligations to certain employees and former employees. We are obligated to make contributions to our pension plans; however, we are unable to determine the amount of plan contributions due to the inherent uncertainties of obligations of this type, including timing, interest rate charges, investment performance, and amounts of benefit payments. We expect to contribute $54 million to pension plans in fiscal 2017, before consideration of voluntary contributions. These plans and our estimates of future contributions and benefit payments are more fully described in Note 14 to the Consolidated Financial Statements.

(6)

Other long-term liabilities of $362 million are excluded from the table above as we are unable to estimate the timing of payment for these items.

Legal Proceedings

        In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. 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.

Off-Balance Sheet Arrangements

        In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from fiscal 2017 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 fiscal year end 2016, we had outstanding letters of credit, letters of guarantee, and surety bonds of $324 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.

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Critical Accounting Policies and Estimates

        The preparation of the 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 significant accounting policies are summarized in Note 2 to the Consolidated Financial Statements. The following accounting policies are considered to be the most critical as they require significant judgments and assumptions that involve inherent risks and uncertainties. Management's estimates are based on the relevant information available at the end of each period.

Revenue Recognition

        Our revenue recognition policies are in accordance with Accounting Standards Codification ("ASC") 605, Revenue Recognition. Our revenues are generated principally from the sale of our products. Revenue from the sale of products is recognized at the time title and the risks and rewards of ownership pass to the customer. This generally occurs when the products reach the shipping point, the sales price is fixed and determinable, and collection is reasonably assured. A reserve for estimated returns is established at the time of sale based on historical return experience and is recorded as a reduction of sales. Other allowances include customer quantity and price discrepancies. A reserve for other allowances is generally established at the time of sale based on historical experience and also is recorded as a reduction of sales.

        Contract revenues for construction related projects, which are generated in the Communications Solutions segment, are recorded primarily using the percentage-of-completion method. Profits recognized on contracts in process are based upon estimated contract revenue and related cost to complete. Percentage-of-completion is measured based on the ratio of actual costs incurred to total estimated costs. Revisions in cost estimates as contracts progress have the effect of increasing or decreasing profits in the current period. Provisions for anticipated losses are made in the period in which they first become determinable. In addition, provisions for credit losses related to construction related projects are recorded as reductions of revenue in the period in which they first become determinable.

Goodwill and Other Intangible Assets

        Intangible assets include both indeterminable-lived residual goodwill and determinable-lived identifiable intangible assets. Intangible assets with a determinable life primarily include intellectual property, consisting of patents, trademarks, and unpatented technology, as well as customer relationships. Recoverability estimates range from 1 to 50 years and costs are generally amortized on a straight-line basis. An evaluation of the remaining useful life of determinable-lived intangible assets is performed on a periodic basis and when events and circumstances warrant an evaluation.

        We test for goodwill impairment at the reporting unit level. A reporting unit is generally an operating segment or one level below an operating segment that constitutes a business for which discrete financial information is available and regularly reviewed by segment management. At fiscal year end 2016, we had six reporting units, five of which contained goodwill. There were two reporting units in each of our three segments. When changes occur in the composition of one or more reporting units, goodwill is reassigned to the reporting units affected based on their relative fair values. We review our reporting unit structure each year as part of our annual goodwill impairment test, or more frequently based on changes in our structure.

        Goodwill impairment is evaluated by comparing the carrying value of each reporting unit to its fair value on the first day of the fourth fiscal quarter of each year or whenever we believe a triggering event requiring a more frequent assessment has occurred. In assessing the existence of a triggering event, management relies on a number of reporting unit-specific factors including operating results,

44

business plans, economic projections, anticipated future cash flows, transactions, and market place data. There are inherent uncertainties related to these factors and management's judgment in applying these factors to the impairment analysis.

        When testing for goodwill impairment, we perform a step I goodwill impairment test to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, goodwill may be impaired and a step II goodwill impairment test is performed to measure the amount of impairment, if any. In the step II goodwill impairment test, we compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The implied fair value of goodwill is determined in a manner consistent with how goodwill is recognized in a business combination. We allocate the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.

        Fair value estimates used in the step I goodwill impairment tests are calculated using an income approach based on the present value of future cash flows of each reporting unit. The income approach generally has been supported by guideline analyses (a market approach). These approaches incorporate a number of assumptions including future growth rates, discount rates, income tax rates, and market activity in assessing fair value and are reporting unit specific. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods.

        We completed our annual goodwill impairment test in the fourth quarter of fiscal 2016 and determined that no impairment existed.

Income Taxes

        In determining income for financial statement purposes, we must make certain estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain deferred tax assets, which arise from temporary differences between the income tax return and financial statement recognition of revenue and expense.

        In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence including our past operating results, the existence of cumulative losses in the most recent years, and our forecast of taxable income. In estimating future taxable income, we develop assumptions including the amount of future state, federal, and non-U.S. pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.

        We currently have recorded significant valuation allowances that we intend to maintain until it is more likely than not the deferred tax assets will be realized. Our income tax expense recorded in the future will be reduced to the extent of decreases in our valuation allowances. The realization of our remaining deferred tax assets is dependent primarily on future taxable income in the appropriate jurisdictions. Any reduction in future taxable income including any future restructuring activities may require that we record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in such period and could have a significant impact on our future earnings.

        Changes in tax laws and rates also could affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on our results of operations, financial position, or cash flows.

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        In addition, the calculation of our tax liabilities includes estimates for uncertainties in the application of complex tax regulations across multiple global jurisdictions where we conduct our operations. Under the uncertain tax position provisions of ASC 740, Income Taxes, we recognize liabilities for tax and related interest for issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes and related interest will be due. These tax liabilities and related interest are reflected net of the impact of related tax loss carryforwards, as such tax loss carryforwards will be applied against these tax liabilities and will reduce the amount of cash tax payments due upon the eventual settlement with the tax authorities. These estimates may change due to changing facts and circumstances. Due to the complexity of these uncertainties, the ultimate resolution may result in a settlement that differs from our current estimate of the tax liabilities and related interest. These tax liabilities and related interest are recorded in income taxes and accrued and other current liabilities on the Consolidated Balance Sheets.

Pension

        Our defined benefit pension plan expense and obligations are developed from actuarial assumptions. The funded status of our plans is recognized on the Consolidated Balance Sheets and is measured as the difference between the fair value of plan assets and the projected benefit obligation at the measurement date. The projected benefit obligation represents the actuarial present value of benefits projected to be paid upon retirement factoring in estimated future compensation levels. The fair value of plan assets represents the current market value of cumulative company and participant contributions made to irrevocable trust funds, held for the sole benefit of participants, which are invested by the trustee of the funds. The benefits under our defined benefit pension plans are based on various factors, such as years of service and compensation.

        Net periodic pension benefit cost is based on the utilization of the projected unit credit method of calculation and is charged to earnings on a systematic basis over the expected average remaining service lives of current participants.

        Two critical assumptions in determining pension expense and obligations are the discount rate and expected long-term return on plan assets. We evaluate these assumptions at least annually. Other assumptions reflect demographic factors such as retirement, mortality, and employee turnover. These assumptions are evaluated periodically and updated to reflect our actual experience. Actual results may differ from actuarial assumptions. The discount rate represents the market rate for high-quality fixed income investments and is used to calculate the present value of the expected future cash flows for benefit obligations to be paid under our pension plans. A decrease in the discount rate increases the present value of pension benefit obligations. At fiscal year end 2016, a 25 basis point decrease in the discount rate would have increased the present value of our pension obligations by $127 million; a 25 basis point increase would have decreased the present value of our pension obligations by $113 million. We consider the current and expected asset allocations of our pension plans, as well as historical and expected long-term rates of return on those types of plan assets, in determining the expected long-term rate of return on plan assets. A 50 basis point decrease or increase in the expected long-term return on plan assets would have increased or decreased, respectively, our fiscal 2016 pension expense by $10 million.

        The long-term target asset allocation in our U.S. plans' master trust is 10% equity and 90% fixed income. Asset re-allocation to meet that target is occurring over a multi-year period based on the funded status, as defined by the Pension Protection Act of 2006 (the "Pension Act Funded Status"), of the U.S. plans' master trust and market conditions. We expect to reach our target allocation when the Pension Act Funded Status exceeds 105%. Based on the Pension Act Funded Status as of fiscal year end 2016, our target asset allocation is 45% equity and 55% fixed income.

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Accounting Pronouncements

        See Note 2 to the Consolidated Financial Statements for information regarding recently issued and recently adopted accounting pronouncements.

Non-GAAP Financial Measures

        Organic net sales growth and free cash flow are non-GAAP measures and should not be considered replacements for results in accordance with GAAP. These non-GAAP measures may not be comparable to similarly-titled measures reported by other companies. The primary limitation of these measures is that they exclude the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using these non-GAAP measures in combination with the most directly comparable GAAP measures in order to better understand the amounts, character, and impact of any increase or decrease in reported amounts. The following provides additional information regarding these non-GAAP measures.

Organic Net Sales Growth

        Organic net sales growth is a useful measure of our underlying results and trends in the business. It is also a significant component in our incentive compensation plans. The difference between reported net sales growth (the most comparable GAAP measure) and organic net sales growth consists of the impact from foreign currency exchange rates, and acquisitions and divestitures, if any. Organic net sales growth is a useful measure of our performance because 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. Management uses organic net sales growth to monitor and evaluate performance. Also, 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 reportable 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 tables presented in "Results of Operations" and "Segment Results" above provide reconciliations of organic net sales growth to net sales growth calculated under GAAP.

Free Cash Flow

        Free cash flow is a useful measure of our ability to generate cash. The difference between net cash provided by continuing operating activities (the most comparable GAAP measure) and free cash flow consists mainly of significant cash outflows and inflows that we believe are useful to identify. 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 is defined as net cash provided by continuing operating activities excluding voluntary pension contributions and the cash impact of special items, if any, minus net capital expenditures. Voluntary pension contributions are excluded because this activity is driven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters, are also excluded by management in evaluating free cash flow. Net capital expenditures consist of capital expenditures less proceeds from the sale of property, plant, and equipment. These items are subtracted because they represent long-term commitments.

        In the calculation of free cash flow, we subtract 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. It should not be inferred that the entire free cash flow amount is available for future discretionary expenditures, as our

47

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 Annual Report 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, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "potential," "continue," "may," "should," or the negative of these terms or similar expressions.

        Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law.

        The following and other risks, which are described in greater detail in "Part I. Item 1A. Risk Factors," as well as other risks described in this Annual Report, could cause our results to differ materially from those expressed in forward-looking statements:

•

conditions in the global or regional economies and global capital markets, and cyclical industry conditions (including as a result of the impact of the proposed exit of the United Kingdom from the EU);

•

conditions affecting demand for products in the industries we serve, particularly the automotive industry;

•

competition and pricing pressure;

•

market acceptance of our new product introductions and product innovations and product life cycles;

•

raw material availability, quality, and cost;

•

fluctuations in foreign currency exchange rates;

•

financial condition and consolidation of customers and vendors;

•

reliance on third-party suppliers;

•

risks associated with current and future acquisitions and divestitures;

•

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

•

risks associated with security breaches and other disruptions to our information technology infrastructure;

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•

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;

•

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

•

various risks associated with being a Swiss corporation;

•

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

•

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

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

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        In the normal course of business, our financial position is routinely subject to a variety of risks, including market risks associated with interest rate and currency movements on outstanding debt and non-U.S. dollar denominated assets and liabilities and commodity price movements. We utilize established risk management policies and procedures in executing derivative financial instrument transactions to manage a portion of these risks.

        We do not execute transactions or hold derivative financial instruments for trading or speculative purposes. Substantially all counterparties to derivative financial instruments are limited to major financial institutions with at least an A/A2 credit rating. There is no significant concentration of exposures with any one counterparty.

Foreign Currency Exposures

        As part of managing the exposure to changes in foreign currency exchange rates, we utilize cross-currency swap contracts, foreign currency forward contracts, and foreign currency 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 and other cash transactions. A 10% appreciation or depreciation of the underlying currency in our cross-currency swap contracts, foreign currency forward contracts, or foreign currency swap contracts from the fiscal year end 2016 market rates would have changed the unrealized value of our contracts by $112 million. A 10% appreciation or depreciation of the underlying currency in our cross-currency swap contracts, foreign currency forward contracts, or foreign currency swap contracts from the fiscal year end 2015 market rates would have changed the unrealized value of our contracts by $109 million. Such gains or losses on these contracts would generally be offset by the losses or gains on the revaluation or settlement of the underlying transactions.

Interest Rate and Investment Exposures

        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 to manage interest rate exposure in periods prior to the

49

anticipated issuance of fixed-rate debt. We also utilize investment swaps to manage earnings exposure on certain nonqualified deferred compensation liabilities.

        Based on our floating rate debt balances of approximately $300 million at fiscal year end 2016 and $800 million at fiscal year end 2015, an increase in the levels of the U.S. dollar interest rates by 0.5%, with all other variables held constant, would have resulted in an increase of annual interest expense of approximately $2 million and $4 million in fiscal 2016 and 2015, respectively.

Commodity Exposures

        Our worldwide operations and product lines may expose us to risks from fluctuations in commodity prices. To limit the effects of fluctuations in the future market price paid and related volatility in cash flows, we utilize commodity swap contracts designated as cash flow hedges. We continually evaluate the commodity market with respect to our forecasted usage requirements over the next eighteen months and periodically enter into commodity swap contracts in order to hedge a portion of usage requirements over that period. At fiscal year end 2016, our commodity hedges, which related to expected purchases of gold, silver, and copper, were in a net gain position of $11 million and had a notional value of $232 million. At fiscal year end 2015, our commodity hedges, which related to expected purchases of gold, silver, and copper, were in a net loss position of $33 million and had a notional value of $260 million. A 10% appreciation or depreciation of the price of a troy ounce of gold, a troy ounce of silver, and a pound of copper, from the fiscal year end 2016 prices would have changed the unrealized value of our forward contracts by $24 million. A 10% appreciation or depreciation of the price of a troy ounce of gold, a troy ounce of silver, and a pound of copper, from the fiscal year end 2015 prices would have changed the unrealized value of our forward contracts by $23 million.

        See Note 13 to the Consolidated Financial Statements for additional information regarding financial instruments.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The following Consolidated Financial Statements and schedule specified by this Item, together with the reports thereon of Deloitte & Touche LLP, are presented following Item 15 and the signature pages of this report:

        Financial Statements:

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014

Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014

Consolidated Balance Sheets as of September 30, 2016 and September 25, 2015

Consolidated Statements of Equity for the Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014

Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014

Notes to Consolidated Financial Statements

        Financial Statement Schedule:

Schedule II—Valuation and Qualifying Accounts

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        All other financial statements and schedules have been omitted since the information required to be submitted has been included on the Consolidated Financial Statements and related notes or because they are either not applicable or not required under the rules of Regulation S-X.

ITEM 9A.    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 Exchange Act) as of September 30, 2016. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2016.

Management's Report on Internal Control Over Financial Reporting

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded our internal control over financial reporting was effective as of September 30, 2016.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

        Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of September 30, 2016, which is included in this Annual Report.

Changes in Internal Control Over Financial Reporting

        During the quarter ended September 30, 2016, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

        Information concerning directors, executive officers, and corporate governance may be found under the captions "Agenda Item No. 1—Election of Directors," "Nominees for Election," "Corporate Governance," "The Board of Directors and Board Committees," and "Executive Officers" in our definitive proxy statement for our 2017 Annual General Meeting of Shareholders (the "2017 Proxy Statement"), which will be filed with the SEC within 120 days after the close of our fiscal year. Such information is incorporated herein by reference. The information in the 2017 Proxy Statement set forth under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" is incorporated herein by reference.

Code of Ethics

        We have adopted a guide to ethical conduct, which applies to all of our employees, officers, and directors. Our Guide to Ethical Conduct meets the requirements of a "code of ethics" as defined by Item 406 of Regulation S-K and applies to our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, as well as all other employees and directors, as indicated above. Our Guide to Ethical Conduct also meets the requirements of a code of business conduct and ethics under the listing standards of the NYSE. Our Guide to Ethical Conduct is posted on our website at www.te.com under the heading "Corporate Responsibility—Governance—Guide to Ethical Conduct." We also will provide a copy of our Guide to Ethical Conduct to shareholders upon request. We intend to disclose any amendments to our Guide to Ethical Conduct, as well as any waivers for executive officers or directors, on our website.

ITEM 11.    EXECUTIVE COMPENSATION

        Information concerning executive compensation may be found under the captions "Compensation Discussion and Analysis," "Management Development and Compensation Committee Report," "Compensation Committee Interlocks and Insider Participation," "Executive Officer Compensation," and "Compensation of Non-Employee Directors" in our 2017 Proxy Statement. Such information is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The information in our 2017 Proxy Statement set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference.

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Equity Compensation Plan Information

        The following table provides information as of fiscal year end 2016 with respect to common shares issuable under our equity compensation plans or equity compensation plans of Tyco International prior to the separation:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)(4)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(5)
Equity compensation plans approved by security holders:
2007 Stock and Incentive Plan(1)		10,853,503	$	45.08		14,108,552
Equity compensation plans not approved by security holders:
Equity awards under Tyco International Ltd. 2004 Stock and Incentive Plan and other equity incentive plans(2)		33,128		35.45		—
Equity awards under the 2010 Stock and Incentive Plan(3)		1,299,648		55.86		2,264,490
Total		12,186,279				16,373,042

(1)

The TE Connectivity Ltd. 2007 Stock and Incentive Plan, as amended and restated (the "2007 Plan"), provides for the award of annual performance bonuses and long-term performance awards, including share options; restricted, performance, and deferred share units; and other share-based awards (collectively, "Awards") to board members, officers, and non-officer employees. The 2007 Plan provides for a maximum of 59,843,452 common shares to be issued as Awards, subject to adjustment as provided under the terms of the 2007 Plan.

(2)

Includes common shares that may be issued by TE Connectivity pursuant to the Separation and Distribution Agreement under share option awards to current and former employees and directors of Tyco International, which may include individuals currently or formerly employed by or serving with TE Connectivity, Tyco International, or Covidien subsequent to the separation.

(3)

In connection with the acquisition of ADC in fiscal 2011, we assumed equity awards issued under plans sponsored by ADC and the remaining pool of shares available for grant under the plans. Subsequent to the acquisition, we registered 6,764,455 shares related to the plans via Forms S-3 and S-8 and renamed the primary ADC plan the TE Connectivity Ltd. 2010 Stock and Incentive Plan (the "2010 Plan"). Grants under the 2010 Plan are settled in TE Connectivity common shares.

(4)

Does not take into account restricted, performance, or deferred share unit awards that do not have exercise prices.

(5)

The 2007 Plan and the 2010 Plan apply weightings of 1.80 and 1.21, respectively, to outstanding nonvested restricted, performance, and deferred share units. The remaining shares issuable under both the 2007 Plan and the 2010 Plan are increased by forfeitures and cancellations, among other factors.

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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

        The information in our 2017 Proxy Statement set forth under the captions "Corporate Governance," "The Board of Directors and Board Committees," and "Certain Relationships and Related Transactions" is incorporated herein by reference.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

        The information in our 2017 Proxy Statement set forth under the caption "Agenda Item No. 7—Election of Auditors—Agenda Item No. 7.1" is incorporated herein by reference.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

1.     Financial Statements. See Item 8.

2.

Financial Statement Schedule. See Item 8.

3.

Exhibit Index:

					Incorporated by Reference Herein
Exhibit Number
				Description	Form	Exhibit			Filing Date
	2.1			Separation and Distribution Agreement among Tyco International Ltd., Covidien Ltd. and Tyco Electronics Ltd., dated as of June 29, 2007	Current Report on Form 8-K		2.1		July 5, 2007
	2.2			Stock and Asset Purchase Agreement, dated as of January 27, 2015, by and among TE Connectivity Ltd., CommScope Holding Company, Inc. and CommScope, Inc.	Current Report on Form 8-K		2.1		January 29, 2015
	2.3		†	Share Purchase Agreement dated as of February 1, 2016 by and between TE Connectivity Ltd. and Cregstar Holdco Limited	Quarterly Report on Form 10-Q for the quarterly period ended March 25, 2016		2.1		April 21, 2016
	3.1			Articles of Association of TE Connectivity Ltd., as amended and restated	Current Report on Form 8-K		3.1		May 10, 2016
	3.2			Organizational Regulations of TE Connectivity Ltd., as amended and restated	Current Report on Form 8-K		3.2		March 6, 2015
	4.1(a	)		Indenture among Tyco Electronics Group S.A., Tyco Electronics Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated as of September 25, 2007	Annual Report on Form 10-K for the fiscal year ended September 28, 2007		4.1(a	)	December 14, 2007
	4.1(b	)		Second Supplemental Indenture among Tyco Electronics Group S.A., Tyco Electronics Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated as of September 25, 2007	Annual Report on Form 10-K for the fiscal year ended September 28, 2007		4.1(c	)	December 14, 2007
	4.1(c	)		Third Supplemental Indenture among Tyco Electronics Group S.A., Tyco Electronics Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated as of September 25, 2007	Annual Report on Form 10-K for the fiscal year ended September 28, 2007		4.1(d	)	December 14, 2007
	4.1(d	)		Fifth Supplemental Indenture among Tyco Electronics Group S.A., Tyco Electronics Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated as of December 20, 2010	Current Report on Form 8-K		4.1		December 20, 2010
	4.1(e	)		Seventh Supplemental Indenture among Tyco Electronics Group S.A., TE Connectivity Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated as of February 3, 2012	Current Report on Form 8-K		4.2		February 3, 2012
	4.1(f	)		Eighth Supplemental Indenture among Tyco Electronics Group S.A., TE Connectivity Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated as of November 25, 2013	Current Report on Form 8-K		4.1		November 25, 2013

55

					Incorporated by Reference Herein
Exhibit Number
				Description	Form	Exhibit		Filing Date
	4.1(g	)		Ninth Supplemental Indenture among Tyco Electronics Group S.A., TE Connectivity Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated as of July 31, 2014	Current Report on Form 8-K		4.1	July 31, 2014
	4.1(h	)		Tenth Supplemental Indenture among Tyco Electronics Group S.A., TE Connectivity Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated July 31, 2014	Current Report on Form 8-K		4.2	July 31, 2014
	4.1(i	)		Twelfth Supplemental Indenture among Tyco Electronics Group S.A., TE Connectivity Ltd. and Deutsche Bank Trust Company Americas, as trustee, dated as of February 27, 2015	Current Report on Form 8-K		4.1	February 27, 2015
	4.1(j	)		Thirteenth Supplemental Indenture among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, dated as of January 28, 2016	Current Report on Form 8-K		4.1	January 28, 2016
	10.1			Tax Sharing Agreement among Tyco International Ltd., Covidien Ltd. and Tyco Electronics Ltd., dated as of June 29, 2007	Current Report on Form 8-K		10.1	July 5, 2007
	10.2			Five-Year Senior Credit Agreement among Tyco Electronics Group S.A., as borrower, TE Connectivity Ltd., as guarantor, the lenders parties thereto and Deutsche Bank AG New York Branch, as administrative agent, dated as of June 24, 2011	Current Report on Form 8-K		10.1	June 27, 2011
	10.3			First Amendment to the Five-Year Senior Credit Agreement dated as of August 2, 2013 among Tyco Electronics Group S.A., as borrower, TE Connectivity Ltd., as guarantor, the lenders parties thereto and Deutsche Bank AG New York Branch, as administrative agent	Current Report on Form 8-K		10.1	August 2, 2013
	10.4			Second Amendment to the Five-Year Senior Credit Agreement dated as of December 9, 2015 by and among Tyco Electronics Group S.A., as borrower, TE Connectivity Ltd., as guarantor, the lenders parties thereto, and Deutsche Bank AG New York Branch, as existing administrative agent, and Bank of America, N.A., as administrative agent	Current Report on Form 8-K		10.1	December 9, 2015
	10.5		‡*	TE Connectivity Ltd. 2007 Stock and Incentive Plan (as amended and restated)
	10.6		‡	TE Connectivity Ltd. Employee Stock Purchase Plan (as amended and restated)	Annual Report on Form 10-K for the fiscal year ended September 28, 2012		10.4	November 13, 2012
	10.7		‡	Form of Founders' Grant Option Award Terms and Conditions	Current Report on Form 8-K		10.7	July 5, 2007
	10.8		‡	Form of Option Award Terms and Conditions	Quarterly Report on Form 10-Q for the quarterly period ended December 24, 2010		10.3	January 24, 2011

56

				Incorporated by Reference Herein
Exhibit Number
			Description	Form	Exhibit		Filing Date
	10.9	‡	Form of Restricted Unit Award Terms and Conditions	Quarterly Report on Form 10-Q for the quarterly period ended December 24, 2010		10.4	January 24, 2011
	10.10	‡	Form of Performance Stock Unit Award Terms and Conditions	Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2012		10.1	January 25, 2013
	10.11	‡*	Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in and after Fiscal Year 2016
	10.12	‡	TE Connectivity Change in Control Severance Plan for Certain U.S. Executives (as amended and restated)	Annual Report on Form 10-K for the fiscal year ended September 25, 2015		10.10	November 10, 2015
	10.13	‡	TE Connectivity Severance Plan for U.S. Executives (as amended and restated)	Annual Report on Form 10-K for the fiscal year ended September 25, 2015		10.11	November 10, 2015
	10.14	‡	Tyco Electronics Ltd. Deferred Compensation Plan for Directors	Annual Report on Form 10-K for the fiscal year ended September 28, 2007		10.16	December 14, 2007
	10.15	‡	Tyco Electronics Corporation Supplemental Savings and Retirement Plan	Annual Report on Form 10-K for the fiscal year ended September 25, 2009		10.13	November 18, 2009
	10.16	‡	Tyco Electronics Ltd. UK Savings Related Share Plan	Annual Report on Form 10-K for the fiscal year ended September 28, 2007		10.23	December 14, 2007
	10.17	*	Form of Indemnification Agreement
	10.18	‡	TE Connectivity Ltd. 2010 Stock and Incentive Plan (as amended and restated)	Annual Report on Form 10-K for the fiscal year ended September 26, 2014		10.16	November 12, 2014
	10.19	‡	Employment Agreement between Thomas J. Lynch and Tyco Electronics Corporation dated December 15, 2015	Current Report on Form 8-K		10.1	December 16, 2015
	10.20	‡	Employment Agreement between Terrence R. Curtin and Tyco Electronics Corporation dated December 15, 2015	Current Report on Form 8-K		10.2	December 16, 2015
	10.21	‡	Employment Agreement between Joseph B. Donahue and Tyco Electronics Corporation dated December 15, 2015	Current Report on Form 8-K		10.4	December 16, 2015
	10.22	‡	Employment Agreement between Robert N. Shaddock and Tyco Electronics Corporation dated December 15, 2015	Current Report on Form 8-K		10.5	December 16, 2015

57

				Incorporated by Reference Herein
Exhibit Number
			Description	Form	Exhibit		Filing Date
	10.23	‡	Employment Agreement between Steven T. Merkt and Tyco Electronics Corporation dated December 15, 2015	Current Report on Form 8-K		10.6	December 16, 2015
	10.24	‡	Employment Agreement between Heath A. Mitts and Tyco Electronics Corporation dated September 30, 2016	Current Report on Form 8-K		10.1	October 3, 2016
	21.1	*	Subsidiaries of TE Connectivity Ltd.
	23.1	*	Consent of Independent Registered Public Accounting Firm
	24.1	*	Power of Attorney
	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 Annual Report on Form 10-K of TE Connectivity Ltd. for the fiscal year ended September 30, 2016, filed on November 15, 2016, formatted in XBRL: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements

†

The schedules to the Share Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. We will furnish copies of such schedules to the SEC upon its request; provided, however, that we may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any schedule so furnished.

‡

Management contract or compensatory plan or arrangement

*

Filed herewith

**

Furnished herewith

58

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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/ HEATH A. MITTS Heath A. Mitts Executive Vice President and Chief Financial Officer (Principal Financial Officer)

        Date: November 15, 2016

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ THOMAS J. LYNCH Thomas J. Lynch	Chief Executive Officer and Director (Principal Executive Officer)	November 15, 2016
/s/ TERRENCE R.CURTIN Terrence R. Curtin	President and Director	November 15, 2016
/s/ HEATH A. MITTS Heath A. Mitts	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 15, 2016
/s/ ROBERT J. OTT Robert J. Ott	Senior Vice President and Corporate Controller (Principal Accounting Officer)	November 15, 2016
* Pierre R. Brondeau	Director	November 15, 2016
* Carol A. Davidson	Director	November 15, 2016

59

Signature	Title	Date
* Juergen W. Gromer	Director	November 15, 2016
* William A. Jeffrey	Director	November 15, 2016
* Yong Nam	Director	November 15, 2016
* Daniel J. Phelan	Director	November 15, 2016
* Paula A. Sneed	Director	November 15, 2016
* Mark C. Trudeau	Director	November 15, 2016
* John C. Van Scoter	Director	November 15, 2016
* Laura H. Wright	Director	November 15, 2016

*

John S. Jenkins, Jr., by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals, which have been filed as Exhibit 24.1 to this Report.

By: /s/ JOHN S. JENKINS, JR.
John S. Jenkins, Jr.
Attorney-in-fact

60

TE CONNECTIVITY LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firm		62
Consolidated Statements of Operations for the Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014		65
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014		66
Consolidated Balance Sheets as of September 30, 2016 and September 25, 2015		67
Consolidated Statements of Equity for the Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014		68
Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014		69
Notes to Consolidated Financial Statements		70
Schedule II—Valuation and Qualifying Accounts		127

61

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of TE Connectivity Ltd.:

        We have audited the accompanying consolidated balance sheets of TE Connectivity Ltd. and subsidiaries (the "Company") as of September 30, 2016 and September 25, 2015, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three fiscal years in the period ended September 30, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2016 and September 25, 2015, and the results of its operations and its cash flows for each of the three fiscal years in the period ended September 30, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of September 30, 2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 15, 2016 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania
November 15, 2016

62

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of TE Connectivity Ltd.:

        We have audited the internal control over financial reporting of TE Connectivity Ltd. and subsidiaries (the "Company") as of September 30, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule of the Company as of and for the fiscal year ended September 30, 2016, and our report dated

63

November 15, 2016 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania
November 15, 2016

64

TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014

	Fiscal
	2016			2015			2014
	(in millions, except per share data)
Net sales	$	12,238		$	12,233		$	11,973
Cost of sales		8,205			8,146			8,001
Gross margin		4,033			4,087			3,972
Selling, general, and administrative expenses		1,463			1,504			1,534
Research, development, and engineering expenses		644			627			583
Acquisition and integration costs		22			55			31
Restructuring and other charges, net		2			152			19
Operating income		1,902			1,749			1,805
Interest income		19			17			19
Interest expense		(127	)		(136	)		(127	)
Other income (expense), net		(632	)		(55	)		63
Income from continuing operations before income taxes		1,162			1,575			1,760
Income tax (expense) benefit		779			(337	)		(146	)
Income from continuing operations		1,941			1,238			1,614
Income from discontinued operations, net of income taxes		68			1,182			167
Net income	$	2,009		$	2,420		$	1,781
Basic earnings per share:
Income from continuing operations	$	5.30		$	3.06		$	3.94
Income from discontinued operations		0.19			2.92			0.41
Net income		5.49			5.98			4.34
Diluted earnings per share:
Income from continuing operations	$	5.26		$	3.01		$	3.87
Income from discontinued operations		0.18			2.88			0.40
Net income		5.44			5.89			4.27
Dividends paid per common share	$	1.40		$	1.24		$	1.08
Weighted-average number of shares outstanding:
Basic		366			405			410
Diluted		369			411			417

See Notes to Consolidated Financial Statements.

65

TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014

	Fiscal
	2016			2015			2014
	(in millions)
Net income	$	2,009		$	2,420		$	1,781
Other comprehensive loss:
Currency translation		(92	)		(312	)		(211	)
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes		(88	)		(46	)		(123	)
Gains on cash flow hedges, net of income taxes		11			2			14
Other comprehensive loss		(169	)		(356	)		(320	)
Comprehensive income.	$	1,840		$	2,064		$	1,461

See Notes to Consolidated Financial Statements.

66

TE CONNECTIVITY LTD.

CONSOLIDATED BALANCE SHEETS

As of September 30, 2016 and September 25, 2015

	Fiscal Year End
	2016			2015
	(in millions, except share data)
Assets
Current assets:
Cash and cash equivalents	$	647		$	3,329
Accounts receivable, net of allowance for doubtful accounts of $17 and $18, respectively		2,046			2,120
Inventories		1,596			1,615
Prepaid expenses and other current assets		486			476
Deferred income taxes		—			345
Total current assets		4,775			7,885
Property, plant, and equipment, net		3,052			2,920
Goodwill		5,492			4,824
Intangible assets, net		1,879			1,555
Deferred income taxes		2,111			2,144
Receivable from Tyco International plc and Covidien plc		12			964
Other assets		287			297
Total Assets	$	17,608		$	20,589
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt	$	331		$	498
Accounts payable		1,090			1,143
Accrued and other current liabilities		1,437			1,749
Deferred revenue		208			185
Total current liabilities		3,066			3,575
Long-term debt		3,739			3,386
Long-term pension and postretirement liabilities		1,502			1,327
Deferred income taxes		207			329
Income taxes		247			1,954
Other liabilities		362			433
Total Liabilities		9,123			11,004
Commitments and contingencies (Note 12)
Shareholders' Equity:
Common shares, CHF 0.57 par value, 382,835,381 shares authorized and issued, and 414,064,381 shares authorized and issued, respectively		168			182
Contributed surplus		1,801			4,359
Accumulated earnings		8,682			6,673
Treasury shares, at cost, 27,554,005 and 20,071,089 shares, respectively		(1,624	)		(1,256	)
Accumulated other comprehensive loss		(542	)		(373	)
Total Shareholders' Equity		8,485			9,585
Total Liabilities and Shareholders' Equity	$	17,608		$	20,589

See Notes to Consolidated Financial Statements.

67

TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF EQUITY

Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014

	Common Shares						Treasury Shares														TE Connectivity Ltd. Shareholders' Equity
																		Accumulated Other Comprehensive Income (Loss)
													Contributed Surplus			Accumulated Earnings								Non- controlling Interests			Total Equity
	Shares			Amount			Shares			Amount
	(in millions)
Balance at September 27, 2013		429		$	189			(17	)	$	(720	)	$	6,136		$	2,472	$	303		$	8,380		$	6		$	8,386
Net income		—			—			—			—			—			1,781		—			1,781			—			1,781
Other comprehensive loss		—			—			—			—			—			—		(320	)		(320	)		—			(320	)
Share-based compensation expense		—			—			—			—			84			—		—			84			—			84
Dividends approved		—			—			—			—			(473	)		—		—			(473	)		—			(473	)
Exercise of share options		—			—			5			156			—			—		—			156			—			156
Restricted share award vestings and other activity		—			—			2			125			(122	)		—		—			3			—			3
Repurchase of common shares		—			—			(11	)		(604	)		—			—		—			(604	)		—			(604	)
Cancellation of treasury shares		(10	)		(5	)		10			399			(394	)		—		—			—			—			—
Balance at September 26, 2014		419		$	184			(11	)	$	(644	)	$	5,231		$	4,253	$	(17	)	$	9,007		$	6		$	9,013
Net income		—			—			—			—			—			2,420		—			2,420			—			2,420
Other comprehensive loss		—			—			—			—			—			—		(356	)		(356	)		—			(356	)
Share-based compensation expense		—			—			—			—			95			—		—			95			—			95
Dividends approved		—			—			—			—			(526	)		—		—			(526	)		—			(526	)
Exercise of share options		—			—			3			103			—			—		—			103			—			103
Restricted share award vestings and other activity		—			—			1			143			(138	)		—		—			5			(6	)		(1	)
Repurchase of common shares		—			—			(18	)		(1,163	)		—			—		—			(1,163	)		—			(1,163	)
Cancellation of treasury shares		(5	)		(2	)		5			305			(303	)		—		—			—			—			—
Balance at September 25, 2015		414		$	182			(20	)	$	(1,256	)	$	4,359		$	6,673	$	(373	)	$	9,585		$	—		$	9,585
Net income		—			—			—			—			—			2,009		—			2,009			—			2,009
Other comprehensive loss		—			—			—			—			—			—		(169	)		(169	)		—			(169	)
Share-based compensation expense		—			—			—			—			91			—		—			91			—			91
Dividends approved		—			—			—			—			(512	)		—		—			(512	)		—			(512	)
Exercise of share options		—			—			2			90			—			—		—			90			—			90
Restricted share award vestings and other activity		—			—			2			146			(145	)		—		—			1			—			1
Repurchase of common shares		—			—			(43	)		(2,610	)		—			—		—			(2,610	)		—			(2,610	)
Cancellation of treasury shares		(31	)		(14	)		31			2,006			(1,992	)		—		—			—			—			—
Balance at September 30, 2016		383		$	168			(28	)	$	(1,624	)	$	1,801		$	8,682	$	(542	)	$	8,485		$	—		$	8,485

See Notes to Consolidated Financial Statements.

68

TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014

	Fiscal
	2016			2015			2014
	(in millions)
Cash Flows From Operating Activities:
Net income	$	2,009		$	2,420		$	1,781
Income from discontinued operations, net of income taxes		(68	)		(1,182	)		(167	)
Income from continuing operations		1,941			1,238			1,614
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		585			616			551
Non-cash restructuring charges		41			21			16
Deferred income taxes		178			40			(281	)
Provision for losses on accounts receivable and inventories		17			36			34
Tax sharing (income) expense		632			52			(65	)
Share-based compensation expense		91			89			77
Gain on divestiture		(144	)		—			—
Other		61			105			50
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net		116			(210	)		(182	)
Inventories		16			(220	)		(98	)
Prepaid expenses and other current assets		282			36			(14	)
Accounts payable		(100	)		(22	)		71
Accrued and other current liabilities		(4	)		(155	)		(280	)
Deferred revenue		26			12			113
Income taxes		(1,764	)		(52	)		167
Other		45			33			31
Net cash provided by continuing operating activities		2,019			1,619			1,804
Net cash provided by (used in) discontinued operating activities		(97	)		294			279
Net cash provided by operating activities		1,922			1,913			2,083
Cash Flows From Investing Activities:
Capital expenditures		(628	)		(600	)		(635	)
Proceeds from sale of property, plant, and equipment		8			17			129
Acquisition of businesses, net of cash acquired		(1,336	)		(1,725	)		(522	)
Proceeds from divestiture of business, net of cash retained by sold business		333			—			3
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations		(19	)		2,957			—
Other		61			12			(13	)
Net cash provided by (used in) continuing investing activities		(1,581	)		661			(1,038	)
Net cash used in discontinued investing activities		—			(25	)		(37	)
Net cash provided by (used in) investing activities		(1,581	)		636			(1,075	)
Cash Flows From Financing Activities:
Net increase (decrease) in commercial paper		330			(328	)		(23	)
Proceeds from issuance of debt		352			617			1,322
Repayment of debt		(501	)		(473	)		(360	)
Proceeds from exercise of share options		90			103			156
Repurchase of common shares		(2,787	)		(1,023	)		(578	)
Payment of common share dividends to shareholders		(509	)		(502	)		(443	)
Transfers (to) from discontinued operations		(97	)		269			242
Other		(5	)		—			(9	)
Net cash provided by (used in) continuing financing activities		(3,127	)		(1,337	)		307
Net cash provided by (used in) discontinued financing activities		97			(269	)		(242	)
Net cash provided by (used in) financing activities		(3,030	)		(1,606	)		65
Effect of currency translation on cash		7			(71	)		(19	)
Net increase (decrease) in cash and cash equivalents		(2,682	)		872			1,054
Cash and cash equivalents at beginning of fiscal year		3,329			2,457			1,403
Cash and cash equivalents at end of fiscal year	$	647		$	3,329		$	2,457
Supplemental Cash Flow Information:
Interest paid	$	117		$	128		$	118
Income taxes paid, net of refunds		806			350			259

See Notes to Consolidated Financial Statements.

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1. Basis of Presentation

        The Consolidated Financial Statements reflect the consolidated operations of TE Connectivity Ltd. and its subsidiaries and have been prepared in United States ("U.S.") dollars in accordance with accounting principles generally accepted in the U.S. ("GAAP").

Description of the Business

        TE Connectivity Ltd. ("TE Connectivity" or the "Company," which may be referred to as "we," "us," or "our") is a global technology leader. We design and manufacture connectivity and sensor solutions that are essential in today's increasingly connected world. We help our customers solve the need for intelligent, efficient, and high-performing products and solutions.

        We operate through three reportable segments:

•

Transportation Solutions.  The Transportation Solutions segment is a leader in connectivity and sensor technologies. Our products, which must withstand harsh conditions, are used in the automotive, commercial transportation, and sensors markets.

•

Industrial Solutions.  The Industrial Solutions segment is a leading supplier of products that connect and distribute power, data, and signals. Our products are used in the industrial equipment; aerospace, defense, oil, and gas; and energy markets.

•

Communications Solutions.  The Communications Solutions segment is a leading supplier of electronic components for the data and devices and appliances markets. We are also a leader in developing, manufacturing, installing, and maintaining some of the world's most advanced subsea fiber optic communications systems.

Use of Estimates

        The preparation of the 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 revenues and expenses. Significant estimates in these Consolidated Financial Statements include restructuring and other charges, assets acquired and liabilities assumed in acquisitions, allowances for doubtful accounts receivable, estimates of future cash flows and discount rates associated with asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, estimated contract revenue and related costs, legal contingencies, tax reserves and deferred tax asset valuation allowances, and the determination of discount and other rate assumptions for pension benefit cost. Actual results could differ materially from these estimates.

Fiscal Year

        We have a 52 or 53-week fiscal year that ends on the last Friday of September. For fiscal years in which there are 53 weeks, the fourth quarter reporting period includes 14 weeks. Fiscal 2016 was a 53 week year and ended on September 30, 2016. Fiscal 2015 and 2014 were 52 weeks in length and ended on September 25, 2015 and September 26, 2014, respectively.

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2. Summary of Significant Accounting Policies

Principles of Consolidation

        We consolidate entities in which we own or control more than 50% of the voting shares or otherwise have the ability to control through similar rights. All intercompany transactions have been eliminated. The results of companies acquired or disposed of are included on the Consolidated Financial Statements from the effective date of acquisition or up to the date of disposal.

Revenue Recognition

        Our revenues are generated principally from the sale of our products. Revenue from the sale of products is recognized at the time title and the risks and rewards of ownership pass to the customer. This generally occurs when the products reach the shipping point, the sales price is fixed and determinable, and collection is reasonably assured.

        Contract revenues for construction related projects, which are generated in the Communications Solutions segment, are recorded primarily using the percentage-of-completion method. Profits recognized on contracts in process are based upon estimated contract revenue and related cost to complete. Percentage-of-completion is measured based on the ratio of actual costs incurred to total estimated costs. Revisions in cost estimates as contracts progress have the effect of increasing or decreasing profits in the current period. Provisions for anticipated losses are made in the period in which they first become determinable. In addition, provisions for credit losses related to construction related projects are recorded as reductions of revenue in the period in which they first become determinable.

        We generally warrant that our products will conform to our, or mutually agreed to, specifications and that our products will be free from material defects in materials and workmanship for a limited time. We limit our warranty to the replacement or repair of defective parts, or a refund or credit of the price of the defective product. We accept returned goods only when the customer makes a verified claim and we have authorized the return. Generally, a reserve for estimated returns is established at the time of sale based on historical return experience and is recorded as a reduction of sales.

        Additionally, certain of our long-term contracts in the Communications Solutions segment have warranty obligations. Estimated warranty costs for each contract are determined based on the contract terms and technology-specific considerations. These costs are included in total estimated contract costs and are accrued over the construction period of the respective contracts under percentage-of-completion accounting.

        We provide certain distributors with an inventory allowance for returns or scrap equal to a percentage of qualified purchases. A reserve for estimated returns and scrap allowances is established at the time of the sale, based on an agreed upon fixed percentage of sales to distributors, and is recorded as a reduction of sales.

        Other allowances include customer quantity and price discrepancies. A reserve for other allowances is generally established at the time of sale based on historical experience and is recorded as a reduction of sales. We believe we can reasonably and reliably estimate the amounts of future allowances.

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2. Summary of Significant Accounting Policies (Continued)

Inventories

        Inventories are recorded at the lower of cost or market value using the first-in, first-out cost method, except for inventoried costs incurred in the performance of long-term contracts primarily by the Communications Solutions segment.

Property, Plant, and Equipment, Net

        Property, plant, and equipment is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are 10 to 20 years for land improvements, 5 to 40 years for buildings and improvements, and 1 to 15 years for machinery and equipment.

        We periodically evaluate, when events and circumstances warrant, the net realizable value of property, plant, and equipment and other long-lived assets, relying on a number of factors including operating results, business plans, economic projections, and anticipated future cash flows. When indicators of potential impairment are present, the carrying values of the asset group are evaluated in relation to the operating performance and estimated future undiscounted cash flows of the underlying asset group. Impairment of the carrying value is recognized whenever anticipated future undiscounted cash flow estimates are less than the carrying value of the asset. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows and discount rates, reflecting varying degrees of perceived risk.

Goodwill and Other Intangible Assets

        Intangible assets include both indeterminable-lived residual goodwill and determinable-lived identifiable intangible assets. Intangible assets with a determinable life primarily include intellectual property, consisting of patents, trademarks, and unpatented technology, as well as customer relationships. Recoverability estimates range from 1 to 50 years and costs are generally amortized on a straight-line basis. An evaluation of the remaining useful life of determinable-lived intangible assets is performed on a periodic basis and when events and circumstances warrant an evaluation.

        At fiscal year end 2016, we had six reporting units, five of which contained goodwill. There were two reporting units in each of our three segments. When changes occur in the composition of one or more reporting units, goodwill is reassigned to the reporting units affected based on their relative fair values.

        Goodwill impairment is evaluated by comparing the carrying value of each reporting unit to its fair value on the first day of the fourth fiscal quarter of each year or whenever we believe a triggering event requiring a more frequent assessment has occurred. In assessing the existence of a triggering event, management relies on a number of reporting unit-specific factors including operating results, business plans, economic projections, anticipated future cash flows, transactions, and market place data. There are inherent uncertainties related to these factors and management's judgment in applying these factors to the impairment analysis.

        When testing for goodwill impairment, we perform a step I goodwill impairment test to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, goodwill may be impaired and a step II

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2. Summary of Significant Accounting Policies (Continued)

goodwill impairment test is performed to measure the amount of impairment, if any. In the step II goodwill impairment test, we compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The implied fair value of goodwill is determined in a manner consistent with how goodwill is recognized in a business combination. We allocate the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.

        Fair value estimates used in the step I goodwill impairment tests are calculated using an income approach based on the present value of future cash flows of each reporting unit. The income approach generally has been supported by guideline analyses (a market approach). These approaches incorporate a number of assumptions including future growth rates, discount rates, income tax rates, and market activity in assessing fair value and are reporting unit specific. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods.

Research and Development

        Research and development expenditures are expensed when incurred and are included in research, development, and engineering expenses on the Consolidated Statements of Operations. Research and development expenses include salaries, direct costs incurred, and building and overhead expenses. The amounts expensed in fiscal 2016, 2015, and 2014 were $566 million, $540 million, and $484 million, respectively.

Income Taxes

        Income taxes are computed in accordance with the provisions of Accounting Standards Codification ("ASC") 740, Income Taxes. Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been reflected on the Consolidated Financial Statements. Deferred tax liabilities and assets are determined based on the differences between the book and tax bases of particular assets and liabilities and operating loss carryforwards using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

        The calculation of our tax liabilities includes estimates for uncertainties in the application of complex tax regulations across multiple global jurisdictions where we conduct our operations. Under the uncertain tax position provisions of ASC 740, we recognize liabilities for tax and related interest for issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes and related interest will be due. These tax liabilities and related interest are reflected net of the impact of related tax loss carryforwards, as such tax loss carryforwards will be applied against these tax liabilities and will reduce the amount of cash tax payments due upon the eventual settlement with the tax authorities. These estimates may change due to changing facts and circumstances. Due to the complexity of these uncertainties, the ultimate resolution may result in a settlement that differs from our current estimate of the tax liabilities and related interest.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Financial Instruments

        Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative financial instruments.

        We account for derivative financial instrument contracts on the Consolidated Balance Sheets at fair value. For instruments not designated as hedges under ASC 815, Derivatives and Hedging, the changes in the instruments' fair value are recognized currently in earnings. For instruments designated as cash flow hedges, the effective portion of changes in the fair value of a derivative is recorded in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the underlying hedged item affects earnings. Ineffective portions of a cash flow hedge, including amounts excluded from the hedging relationship, are recognized currently in earnings. Changes in the fair value of instruments designated as fair value hedges affect the carrying value of the asset or liability hedged, with changes in both the derivative instrument and the hedged asset or liability being recognized currently in earnings.

        We determine the fair value of our financial instruments by using methods and assumptions that are based on market conditions and risks existing at each balance sheet date. Standard market conventions are used to determine the fair value of financial instruments, including derivatives.

        The cash flows related to derivative financial instruments are reported in the operating activities section of the Consolidated Statements of Cash Flows.

        Our derivative financial instruments present certain market and counterparty risks. Concentration of counterparty risk is mitigated, however, by our use of financial institutions worldwide, substantially all of which have long-term Standard & Poor's, Moody's, and/or Fitch credit ratings of A/A2 or higher. In addition, we utilize only conventional derivative financial instruments. We are exposed to potential losses if a counterparty fails to perform according to the terms of its agreement. With respect to counterparty net asset positions recognized at fiscal year end 2016, we have assessed the likelihood of counterparty default as remote. We currently provide guarantees from a wholly-owned subsidiary to the counterparties to our commodity swap derivatives and exchange cash collateral with the counterparties to our cross-currency swap contracts. The likelihood of performance on the guarantees has been assessed as remote. For all other derivative financial instruments, we are not required to provide, nor do we require counterparties to provide, collateral or other security.

Fair Value Measurements

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

•

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

•

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

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2. Summary of Significant Accounting Policies (Continued)

•

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 measured at fair value on a recurring basis are generally valued using level 2 inputs.

        Financial instruments other than derivative instruments include cash and cash equivalents, accounts receivable, accounts payable, and debt. These instruments are recorded on the 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 11 for disclosure of the fair value of debt. The following is a description of the valuation methodologies used for the respective financial instruments:

•

Cash and cash equivalents.  Cash and cash equivalents are valued at book value, which we consider to be equivalent to unadjusted quoted prices (level 1).

•

Accounts receivable.  Accounts receivable are valued based on the net value expected to be realized. The net realizable value generally represents an observable contractual agreement (level 2).

•

Accounts payable.  Accounts payable are valued based on the net value expected to be paid, generally supported by an observable contractual agreement (level 2).

•

Debt.  The fair value of debt, including both current and non-current maturities, is derived from quoted market prices or other pricing determinations based on the results of market approach valuation models using observable market data such as recently reported trades, bid and offer information, and benchmark securities (level 2).

Pension

        The funded status of our defined benefit pension plans is recognized on the Consolidated Balance Sheets and is measured as the difference between the fair value of plan assets and the projected benefit obligation at the measurement date. The projected benefit obligation represents the actuarial present value of benefits projected to be paid upon retirement factoring in estimated future compensation levels. The fair value of plan assets represents the current market value of cumulative company and participant contributions made to irrevocable trust funds, held for the sole benefit of participants, which are invested by the trustee of the funds. The benefits under our defined benefit pension plans are based on various factors, such as years of service and compensation.

        Net periodic pension benefit cost is based on the utilization of the projected unit credit method of calculation and is charged to earnings on a systematic basis over the expected average remaining service lives of current participants.

        The measurement of benefit obligations and net periodic benefit cost is based on estimates and assumptions determined by our management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age, and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates, and mortality rates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Share-Based Compensation

        We determine the fair value of share awards on the date of grant. Share options are valued using the Black-Scholes-Merton valuation model; restricted share awards and performance awards are valued using our end-of-day share price on the date of grant. The fair value is expensed ratably over the expected service period, with an allowance made for estimated forfeitures based on historical employee activity. Estimates regarding the attainment of performance criteria are reviewed periodically; the cumulative impact of a change in estimate regarding the attainment of performance criteria is recorded in the period in which that change is made.

Earnings Per Share

        Basic earnings per share is computed by dividing net income by the basic weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding adjusted for the potentially dilutive impact of share-based compensation arrangements.

Currency Translation

        For our non-U.S. dollar functional currency subsidiaries, assets and liabilities are translated into U.S. dollars using fiscal year end exchange rates. Sales and expenses are translated at average monthly exchange rates. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss) within equity.

        Gains and losses resulting from foreign currency transactions, which are included in earnings, were immaterial in fiscal 2016, 2015, and 2014.

Restructuring Charges

        Restructuring activities involve employee-related termination costs, facility exit costs, and asset impairments resulting from reductions-in-force, migration of facilities or product lines from higher-cost to lower-cost countries, or consolidation of facilities within countries. We recognize termination costs based on requirements established by severance policy, government law, or previous actions. Facility exit costs generally reflect the cost to terminate a facility lease before the end of its term (measured at fair value at the time we cease using the facility) or costs that will continue to be incurred under the facility lease without future economic benefit to us. Restructuring activities often result in the disposal or abandonment of assets that require an acceleration of depreciation or impairment reflecting the excess of the assets' carrying values over fair value.

        The recognition of restructuring costs require that we make certain judgments and estimates regarding the nature, timing, and amount of costs associated with the planned exit activity. To the extent our actual results differ from our estimates and assumptions, we may be required to revise the estimated liabilities, requiring the recognition of additional restructuring costs or the reduction of liabilities already recognized. At the end of each reporting period, we evaluate the remaining accrued balances to ensure these balances are properly stated and the utilization of the reserves are for their intended purpose in accordance with developed exit plans.

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2. Summary of Significant Accounting Policies (Continued)

Acquisitions

        We account for acquired businesses using the acquisition method of accounting. This method requires, among other things, that most assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. We allocate the purchase price of acquired businesses to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values, or as required by ASC 805, Business Combinations. The excess of the purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. We may engage independent third-party appraisal firms to assist us in determining the fair values of assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

Contingent Liabilities

        We record a loss contingency when the available information indicates it is probable that we have incurred a liability and the amount of the loss is reasonably estimable. When a range of possible losses with equal likelihood exists, we record the low end of the range. The likelihood of a loss with respect to a particular contingency is often difficult to predict, and determining a meaningful estimate of the loss or a range of loss may not be practicable based on information available. In addition, it is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information must continuously be evaluated to determine whether a loss is probable and a reasonable estimate of that loss can be made. When a loss is probable but a reasonable estimate cannot be made, or when a loss is at least reasonably possible, disclosure is provided.

Recently Issued Accounting Pronouncements

        In March 2016, the Financial Accounting Standards Board ("FASB") issued an update to ASC 718, Compensation—Stock Compensation, to simplify various aspects of accounting for share-based payments to employees. This update is effective for us in the first quarter of fiscal 2018; however, we expect to early adopt this update in the first quarter of fiscal 2017. We expect the impact of adoption of the provision addressing accounting for excess tax benefits and deficiencies will increase noncurrent deferred tax assets and retained earnings by approximately $170 million. Adoption of the remaining provisions of the update will not have a material impact on our Consolidated Financial Statements.

        In February 2016, the FASB issued ASC 842, Leases, requiring lessees to recognize a lease liability and a right-of-use asset for most leases. This guidance is effective for us in the first quarter of fiscal 2020. We will adopt the new standard using a modified retrospective transition approach which requires application of the new guidance for all periods presented. We are currently assessing the impact that adoption will have on our financial position.

        In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers. This guidance supersedes ASC 605, Revenue Recognition, and introduces a single, comprehensive, five-step revenue recognition model. ASC 606 also enhances disclosures related to revenue recognition. In August 2015, the FASB deferred the effective date of ASC 606 by one year. ASC 606 is effective for us in the first quarter of fiscal 2019 and allows for either a full retrospective or a modified retrospective approach at adoption. We are continuing to assess the impact of adopting ASC 606, but do not expect adoption to have a material impact on our results of operations or financial position.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Recently Adopted Accounting Pronouncements

        In November 2015, the FASB issued an update to ASC 740 requiring that deferred tax assets and liabilities be classified as non-current in a classified statement of financial position. We elected to early adopt this update on a prospective basis during fiscal 2016. Prior period amounts were not retrospectively adjusted.

        In April 2015, the FASB issued an update to ASC 835, Interest, requiring that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We elected to early adopt this update during fiscal 2016. The update was applied on a retrospective basis and did not have a material impact on the Consolidated Financial Statements.

3. Restructuring and Other Charges, Net

        Net restructuring and other charges consisted of the following:

	Fiscal
	2016			2015		2014
	(in millions)
Restructuring charges, net	$	125		$	93	$	23
Gain on divestiture		(144	)		—		—
Other charges (credits), net		21			59		(4	)
	$	2		$	152	$	19

Restructuring Charges, Net

        Net restructuring charges by segment were as follows:

	Fiscal
	2016		2015		2014
	(in millions)
Transportation Solutions	$	39	$	6	$	7
Industrial Solutions		28		29		7
Communications Solutions		58		58		9
Restructuring charges, net	$	125	$	93	$	23

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Restructuring and Other Charges, Net (Continued)

        Activity in our restructuring reserves is summarized as follows:

	Balance at Beginning of Fiscal Year		Charges		Changes in Estimate			Cash Payments			Non-Cash Items			Currency Translation and Other(1)			Balance at End of Fiscal Year
	(in millions)
Fiscal 2016 Activity:
Fiscal 2016 Actions:
Employee severance	$	—	$	86	$	—		$	(32	)	$	—		$	—		$	54
Facility and other exit costs		—		3		—			(3	)		—			—			—
Property, plant, and equipment		—		41		—			—			(41	)		—			—
Total		—		130		—			(35	)		(41	)		—			54
Fiscal 2015 Actions:
Employee severance		45		3		(4	)		(31	)		—			—			13
Facility and other exit costs		1		—		—			(1	)		—			—			—
Total		46		3		(4	)		(32	)		—			—			13
Fiscal 2014 Actions:
Employee severance		4		—		—			(2	)		—			—			2
Pre-Fiscal Fiscal 2014 Actions:
Employee severance		20		—		(6	)		(6	)		—			2			10
Facility and other exit costs		14		2		—			(4	)		—			—			12
Total		34		2		(6	)		(10	)		—			2			22
Total fiscal 2016 activity	$	84	$	135	$	(10	)	$	(79	)	$	(41	)	$	2		$	91
Fiscal 2015 Activity:
Fiscal 2015 Actions:
Employee severance	$	—	$	68	$	—		$	(23	)	$	—		$	—		$	45
Facility and other exit costs		—		3		—			(2	)		—			—			1
Property, plant, and equipment		—		21		—			—			(21	)		—			—
Total		—		92		—			(25	)		(21	)		—			46
Fiscal 2014 Actions:
Employee severance		16		—		—			(7	)		—			(5	)		4
Facility and other exit costs		1		—		—			(1	)		—			—			—
Total		17		—		—			(8	)		—			(5	)		4
Pre-Fiscal 2014 Actions:
Employee severance		75		2		(4	)		(47	)		—			(6	)		20
Facility and other exit costs		22		3		—			(12	)		—			1			14
Total		97		5		(4	)		(59	)		—			(5	)		34
Total fiscal 2015 activity	$	114	$	97	$	(4	)	$	(92	)	$	(21	)	$	(10	)	$	84

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Restructuring and Other Charges, Net (Continued)

	Balance at Beginning of Fiscal Year		Charges		Changes in Estimate			Cash Payments			Non-Cash Items			Currency Translation and Other(1)		Balance at End of Fiscal Year
	(in millions)
Fiscal 2014 Activity:
Fiscal 2014 Actions:
Employee severance	$	—	$	10	$	—		$	(13	)	$	—		$	19	$	16
Facility and other exit costs		—		—		—			—			—			1		1
Property, plant, and equipment		—		9		—			—			(9	)		—		—
Total		—		19		—			(13	)		(9	)		20		17
Pre-Fiscal 2014 Actions:
Employee severance		210		10		(20	)		(134	)		—			9		75
Facility and other exit costs		27		6		1			(13	)		—			1		22
Property, plant, and equipment		—		7		—			—			(7	)		—		—
Total		237		23		(19	)		(147	)		(7	)		10		97
Total fiscal 2014 activity	$	237	$	42	$	(19	)	$	(160	)	$	(16	)	$	30	$	114

(1)

Includes net charges associated with discontinued operations of $36 million in fiscal 2014.

Fiscal 2016 Actions

        During fiscal 2016, we initiated a restructuring program associated with headcount reductions impacting all segments and product line closures in the Communications Solutions segment. In connection with this program, during fiscal 2016, we recorded restructuring charges of $130 million. We expect to complete all restructuring actions commenced during fiscal 2016 by the end of fiscal 2019 and to incur total charges of approximately $171 million with remaining charges related primarily to employee severance.

        The following table summarizes expected, incurred, and remaining charges for the fiscal 2016 program by segment:

	Total Expected Charges		Charges Incurred in Fiscal 2016		Remaining Expected Charges
	(in millions)
Transportation Solutions	$	45	$	38	$	7
Industrial Solutions		30		28		2
Communications Solutions		96		64		32
Total	$	171	$	130	$	41

Fiscal 2015 Actions

        During fiscal 2015, we initiated a restructuring program associated with headcount reductions and product line closures, primarily impacting the Communications Solutions and Industrial Solutions segments. In connection with this program, during fiscal 2016 and 2015, we recorded net restructuring

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3. Restructuring and Other Charges, Net (Continued)

credits of $1 million and charges of $92 million, respectively. We do not expect to incur any additional charges related to restructuring programs commenced in fiscal 2015.

Fiscal 2014 Actions

        During fiscal 2014, we initiated a restructuring program associated primarily with headcount reductions and manufacturing site and product line closures in the Communications Solutions segment. In connection with this program, we recorded net restructuring charges of $19 million in fiscal 2014. We do not expect to incur any additional charges related to restructuring programs commenced in fiscal 2014.

Pre-Fiscal 2014 Actions

        During fiscal 2016, 2015, and 2014, we recorded net restructuring credits of $4 million, charges of $1 million, and charges of $4 million, respectively, related to pre-fiscal 2014 actions. We do not expect to incur any additional charges related to pre-fiscal 2014 actions.

Total Restructuring Reserves

        Restructuring reserves included on the Consolidated Balance Sheets were as follows:

	Fiscal Year End
	2016		2015
	(in millions)
Accrued and other current liabilities	$	64	$	60
Other liabilities		27		24
Restructuring reserves	$	91	$	84

Gain on Divestiture

        During fiscal 2016, we sold our Circuit Protection Devices ("CPD") business for net cash proceeds of $333 million. We recognized a pre-tax gain of $144 million on the transaction. The CPD business was reported in our Communications Solutions segment.

Other Charges (Credits), Net

        During fiscal 2016, we incurred costs of $21 million, associated primarily with the divestiture of certain businesses.

        During fiscal 2015, in connection with the sale our Broadband Network Solutions ("BNS") business, we incurred costs of $61 million, consisting primarily of $36 million of legal and professional fees and $18 million of charges associated with the exit of a facility. These amounts are not directly related to the business sold, and accordingly have been recorded in continuing operations. See Note 4 for additional information regarding the divestiture of BNS.

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4. Discontinued Operations

        The following table presents certain components of income from discontinued operations, net of income taxes:

	Fiscal
	2016		2015			2014
	(in millions)
Net sales from discontinued operations	$	—	$	1,595		$	1,939
Pre-tax income from discontinued operations	$	30	$	118		$	224
Pre-tax gain on sale of discontinued operations		29		1,105			—
Income tax (expense) benefit		9		(41	)		(57	)
Income from discontinued operations, net of income taxes	$	68	$	1,182		$	167

        During fiscal 2015, we sold our BNS business for $3.0 billion in cash and recognized a pre-tax gain of $1.1 billion on the transaction. In the U.S., income taxes associated with the gain on the sale of assets were largely offset by income tax benefits realized on the sale of several subsidiaries. In certain non-U.S. jurisdictions, the sale was exempt from income taxes. During fiscal 2016, we recognized an additional pre-tax gain of $29 million on the divestiture, related primarily to pension and net working capital adjustments.

        In fiscal 2006, the former shareholders of Com-Net initiated a lawsuit related to our fiscal 2001 acquisition of Com-Net. In October 2015, the Court of Common Pleas in Allegheny County, Pennsylvania entered final judgment in favor of the sellers and against us for $127 million plus costs. In July 2016, we entered into settlement agreements with the sellers pursuant to which we agreed to pay the sellers an aggregate amount of $96 million, payment of which was made in fiscal 2016, settling all matters in dispute.

        In connection with the Com-Net case, we recorded a reserve and pre-tax charges of $127 million during fiscal 2015. During fiscal 2016, in connection with the settlements, we recorded pre-tax credits of $30 million, representing a release of excess reserves. These amounts are reflected in income from discontinued operations on the Consolidated Statements of Operations as the Com-Net case was associated with our former Wireless Systems business which was sold in 2009.

        The BNS and Wireless Systems businesses met the discontinued operations criteria and were reported as such in all periods presented on the Consolidated Financial Statements. Prior to reclassification to discontinued operations, the BNS and Wireless Systems businesses were included in the former Network Solutions and Wireless Systems segments, respectively.

5. Acquisitions

Fiscal 2016 Acquisitions

        During fiscal 2016, we acquired four businesses, including the Creganna Medical group, for a combined cash purchase price of $1.3 billion, net of cash acquired. The acquisitions have been reported as part of our Industrial Solutions and Transportation Solutions segments from the date of acquisition.

        We have preliminarily allocated the purchase price of acquired businesses to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We

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5. Acquisitions (Continued)

are in the process of completing the valuation of identifiable intangible assets, fixed assets, pre-acquisition contingencies, and income taxes. Accordingly, the fair values set forth below are subject to adjustment upon finalization of the valuations. The amount of these potential adjustments could be significant. We expect to complete the purchase price allocation for these acquisitions during fiscal 2017.

        The following table summarizes the preliminary allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed at the date of acquisition, in accordance with the acquisition method of accounting:

	(in millions)
Cash and cash equivalents	$	75
Other current assets		88
Goodwill		836
Intangible assets		530
Other non-current assets		39
Total assets acquired		1,568
Current liabilities		35
Deferred income taxes		107
Other non-current liabilities		15
Total liabilities assumed		157
Net assets acquired		1,411
Cash and cash equivalents acquired		(75	)
Net cash paid	$	1,336

        The fair values assigned to intangible assets were preliminarily determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. Both valuation methods rely on management judgment, including expected future cash flows resulting from existing customer relationships, customer attrition rates, contributory effects of other assets utilized in the business, peer group cost of capital and royalty rates, and other factors. Useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.

        Acquired intangible assets consisted of the following:

	Amount		Weighted-Average Amortization Period
	(in millions)		(in years)
Customer relationships	$	300		18
Developed technology		170		11
Trade names and trademarks		45		25
Customer order backlog		15		3
Total	$	530		16

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5. Acquisitions (Continued)

        The acquired intangible assets are being amortized on a straight-line basis over their expected useful lives.

        Goodwill of $836 million was recognized in these transactions, representing the excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed. This goodwill is attributable primarily to cost savings and other synergies related to operational efficiencies including the consolidation of manufacturing, marketing, and general and administrative functions. The goodwill has been allocated to the Industrial Solutions and Transportation Solutions segments and is not deductible for tax purposes. However, prior to being acquired by us, one of the fiscal 2016 acquisitions completed certain acquisitions that resulted in goodwill with an estimated value of $15 million that is deductible primarily for U.S. tax purposes, which we will deduct through 2025.

        Fiscal 2016 acquisitions contributed net sales of $167 million and operating income of $8 million to our Consolidated Statement of Operations during fiscal 2016. The operating income included $10 million of acquisition costs, $7 million associated with the amortization of acquisition-related fair value adjustments related to acquired inventories and customer order backlog, and $2 million of integration costs.

Fiscal 2015 Acquisitions

        In October 2014, we acquired 100% of the outstanding shares of Measurement Specialties, Inc. ("Measurement Specialties"), a leading global designer and manufacturer of sensors and sensor-based systems, for $86.00 in cash per share. The total value paid was approximately $1.7 billion, net of cash acquired, and included $225 million for the repayment of Measurement Specialties' debt and accrued interest. Measurement Specialties offers a broad portfolio of technologies including pressure, vibration, force, temperature, humidity, ultrasonic, position, and fluid sensors, for a wide range of applications and industries. This business has been reported as part of our Transportation Solutions segment from the date of acquisition.

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5. Acquisitions (Continued)

        The following table summarizes the allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed at the date of acquisition, in accordance with the acquisition method of accounting:

	(in millions)
Cash and cash equivalents	$	37
Accounts receivable		84
Inventories		110
Other current assets		20
Property, plant, and equipment		95
Goodwill		1,064
Intangible assets		547
Other non-current assets		9
Total assets acquired		1,966
Short-term debt		20
Accounts payable		48
Other current liabilities		67
Long-term debt		203
Deferred income taxes		98
Other non-current liabilities		9
Total liabilities assumed		445
Net assets acquired		1,521
Cash and cash equivalents acquired		(37	)
Net cash paid	$	1,484

        The fair values assigned to intangible assets were determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. The valuation of tangible assets was derived using a combination of the income, market, and cost approaches. Useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.

        Acquired intangible assets consisted of the following:

	Amount		Weighted-Average Amortization Period
	(in millions)		(in years)
Customer relationships	$	370		18
Developed technology		161		9
Trade names and trademarks		4		1
Customer order backlog		12		< 1
Total	$	547		15

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5. Acquisitions (Continued)

        The acquired intangible assets are being amortized on a straight-line basis over their expected useful lives.

        Goodwill of $1,064 million was recognized in the transaction, representing the excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed. This goodwill is attributable primarily to cost savings and other synergies related to operational efficiencies including the consolidation of manufacturing, marketing, and general and administrative functions. The goodwill has been allocated to the Transportation Solutions segment and is not deductible for tax purposes. However, prior to its merger with us, Measurement Specialties completed certain acquisitions that resulted in goodwill with an estimated value of $23 million that is deductible primarily for U.S. tax purposes, which we will deduct through 2030.

        During fiscal 2015, Measurement Specialties contributed net sales of $548 million to our Consolidated Statement of Operations. Due to the commingled nature of our operations, it is not practicable to separately identify operating income of Measurement Specialties on a stand-alone basis.

        During fiscal 2015, we acquired three additional businesses for $241 million in cash, net of cash acquired.

Fiscal 2014 Acquisitions

        During fiscal 2014, we acquired five businesses, including the SEACON Group ("SEACON"), a leading provider of underwater connector technology and systems, for $522 million in cash, net of cash acquired.

Pro Forma Financial Information

        The following unaudited pro forma financial information reflects our consolidated results of operations had the fiscal 2016 acquisitions occurred at the beginning of fiscal 2015 and the Measurement Specialties acquisition occurred at the beginning of fiscal 2014:

	Pro Forma for Fiscal
	2016		2015		2014
	(in millions, except per share data)
Net sales	$	12,471	$	12,613	$	12,429
Net income		2,038		2,448		1,744
Diluted earnings per share		5.52	$	5.96	$	4.18

        The pro forma financial information for the fiscal 2016 acquisitions was based on our preliminary allocation of the purchase price and therefore is subject to adjustment upon finalization of the purchase price allocation. The pro forma adjustments, which were not significant, included interest expense based on pro forma changes in our combined capital structure, charges related to acquired customer order backlog, charges related to the amortization of the fair value of acquired intangible assets, charges related to the fair value adjustment to acquisition-date inventories, and acquisition and other costs, and the related tax effects.

        Pro forma results do not include any anticipated synergies or other anticipated benefits of these acquisitions. Accordingly, the unaudited pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had these acquisitions occurred at the beginning of the preceding fiscal years.

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6. Inventories

        Inventories consisted of the following:

	Fiscal Year End
	2016		2015
	(in millions)
Raw materials	$	241	$	261
Work in progress		504		535
Finished goods		669		773
Inventoried costs on long-term contracts		182		46
Inventories	$	1,596	$	1,615

7. Property, Plant, and Equipment, Net

        Net property, plant, and equipment consisted of the following:

	Fiscal Year End
	2016			2015
	(in millions)
Land and improvements	$	159		$	163
Buildings and improvements		1,272			1,261
Machinery and equipment		6,890			6,692
Construction in process		567			521
Gross property, plant, and equipment		8,888			8,637
Accumulated depreciation		(5,836	)		(5,717	)
Property, plant, and equipment, net	$	3,052		$	2,920

        Depreciation expense was $436 million, $463 million, and $467 million in fiscal 2016, 2015, and 2014, respectively.

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8. Goodwill

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

	Transportation Solutions			Industrial Solutions			Communications Solutions			Total
	(in millions)
Fiscal year end 2014(1)	$	834		$	2,165		$	727		$	3,726
Acquisitions		1,066			145			—			1,211
Currency translation		(37	)		(57	)		(19	)		(113	)
Fiscal year end 2015(1)		1,863			2,253			708			4,824
Acquisitions		60			776			—			836
Divestiture of business		—			—			(117	)		(117	)
Currency translation		(20	)		(24	)		(7	)		(51	)
Fiscal year end 2016(1)	$	1,903		$	3,005		$	584		$	5,492

(1)

At fiscal year end 2016, 2015, and 2014, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $2,191 million and $669 million, respectively. Accumulated impairment losses for the Communications Solutions segment were $1,514 million at fiscal year end 2016 and $1,626 million at fiscal year end 2015 and 2014.

        During fiscal 2016, we acquired four businesses and recognized goodwill of $836 million, which benefited the Industrial Solutions and Transportation Solutions segments. During fiscal 2015, we completed the acquisition of Measurement Specialties and recognized goodwill of $1,064 million, which benefited the Transportation Solutions segment. See Note 5 for additional information regarding acquisitions.

        During fiscal 2016, net goodwill of $117 million was written-off in connection with the sale of our CPD business. See Note 3 for additional information regarding the divestiture of CPD.

        We completed our annual goodwill impairment test in the fourth quarter of fiscal 2016 and determined that no impairment existed.

9. Intangible Assets, Net

        Intangible assets consisted of the following:

	Fiscal Year End
	2016							2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in millions)
Customer relationships	$	1,332	$	(212	)	$	1,120	$	1,053	$	(148	)	$	905
Intellectual property		1,300		(563	)		737		1,150		(524	)		626
Other		36		(14	)		22		37		(13	)		24
Total	$	2,668	$	(789	)	$	1,879	$	2,240	$	(685	)	$	1,555

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9. Intangible Assets, Net (Continued)

        During fiscal 2016, the gross carrying amount of intangible assets increased by $530 million as a result of the acquisition of four businesses. See Note 5 for additional information regarding acquisitions.

        Intangible asset amortization expense was $149 million, $153 million, and $84 million for fiscal 2016, 2015, and 2014, respectively. The aggregate amortization expense on intangible assets is expected to be as follows:

	(in millions)
Fiscal 2017	$	170
Fiscal 2018		170
Fiscal 2019		167
Fiscal 2020		160
Fiscal 2021		157
Thereafter		1,055
Total	$	1,879

10. Accrued and Other Current Liabilities

        Accrued and other current liabilities consisted of the following:

	Fiscal Year End
	2016		2015
	(in millions)
Accrued payroll and employee benefits	$	431	$	424
Dividends payable to shareholders		263		260
Income taxes payable		149		198
Share repurchase program payable		—		177
Restructuring reserves		64		60
Interest payable		56		53
Deferred income taxes		—		33
Other		474		544
Accrued and other current liabilities	$	1,437	$	1,749

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11. Debt

        Debt was as follows:

	Fiscal Year End
	2016			2015
	(in millions)
Commercial paper, at a weighted-average interest rate of 0.69% at fiscal year end 2016	$	330		$	—
Senior floating rate notes due 2016(1)		—			500
6.55% senior notes due 2017		708			708
2.375% senior notes due 2018		325			325
2.35% senior notes due 2019		250			250
4.875% senior notes due 2021		250			250
3.50% senior notes due 2022		500			500
1.100% euro-denominated senior notes due 2023		618			614
3.45% senior notes due 2024		250			250
3.700% senior notes due 2026		350			—
7.125% senior notes due 2037		477			477
Other		3			—
Total principal debt		4,061			3,874
Unamortized discounts and debt issuance costs		(26	)		(27	)
Effects of fair value hedge-designated interest rate swaps		35			37
Total debt	$	4,070		$	3,884

(1)

The senior floating rate notes due 2016 bore interest at a rate of three-month London interbank offered rate ("LIBOR") plus 0.20% per year.

        During January 2016, Tyco Electronics Group S.A. ("TEGSA"), our 100%-owned subsidiary, issued $350 million aggregate principal amount of 3.700% senior notes due February 15, 2026. The notes are TEGSA's unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.

        TEGSA has a five-year unsecured senior revolving credit facility ("Credit Facility") with total commitments of $1,500 million. The Credit Facility was amended in December 2015 primarily to extend the maturity date from August 2018 to December 2020. TEGSA had no borrowings under the Credit Facility at fiscal year end 2016 and 2015.

        Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the option of TEGSA, (1) LIBOR plus an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA, or (2) an alternate base rate equal to the highest of (i) Bank of America, N.A.'s base rate, (ii) the federal funds effective rate plus ¹/2 of 1%, and (iii) one-month LIBOR plus 1%, plus, in each case, an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA. TEGSA is required to pay an annual facility fee ranging from 5.0 to 12.5 basis points based upon the amount of the lenders' commitments under the Credit Facility and the applicable credit ratings of TEGSA.

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11. Debt (Continued)

        The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants.

        Periodically, TEGSA issues commercial paper to U.S. institutional accredited investors and qualified institutional buyers in accordance with available exemptions from the registration requirements of the Securities Act of 1933 as part of our ongoing effort to maintain financial flexibility and to potentially decrease the cost of borrowings. Borrowings under the commercial paper program are backed by the Credit Facility.

        TEGSA's payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed by its parent, TE Connectivity Ltd.

        Principal payments required for debt are as follows:

	(in millions)
Fiscal 2017	$	331
Fiscal 2018		708
Fiscal 2019		576
Fiscal 2020		1
Fiscal 2021		250
Thereafter		2,195
Total	$	4,061

        The fair value of our debt, based on indicative valuations, was approximately $4,424 million and $4,115 million at fiscal year end 2016 and 2015, respectively.

12. Commitments and Contingencies

Legal Proceedings

        In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. 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.

Income Tax Matters

Tax Sharing Agreement

        In fiscal 2007, we became an independent, publicly traded company owning the former electronics businesses of Tyco International plc ("Tyco International"). On June 29, 2007, Tyco International

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12. Commitments and Contingencies (Continued)

distributed all of our shares, as well as its shares of its former healthcare businesses ("Covidien"), to its common shareholders (the "separation"). As a result of subsequent transactions, Tyco International and Covidien now operate as part of Johnson Controls International plc and Medtronic plc, respectively.

        Upon separation, we entered into a Tax Sharing Agreement, under which we shared 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 shared 31%, 27%, and 42%, respectively, of U.S. income tax liabilities that arose from adjustments made by tax authorities to our, Tyco International's, and Covidien's U.S. income tax returns. Pursuant to the Tax Sharing Agreement, we entered into certain guarantee commitments and indemnifications with Tyco International and Covidien.

1997-2000 Audit Years

        In October 2012, the Internal Revenue Service ("IRS") issued special agreement Forms 870-AD, effectively settling its audit of all tax matters for the years 1997 through 2000, excluding one issue involving the tax treatment of certain intercompany debt transactions. The IRS field examination asserted that certain intercompany loans originated during the years 1997 through 2000 did not constitute debt for U.S. federal income tax purposes and disallowed approximately $2.7 billion of related interest deductions recognized during the period on Tyco International's U.S. income tax returns. In addition, if the IRS were ultimately successful in asserting its claim, it likely would have disallowed an additional $6.6 billion of interest deductions reflected on U.S. income tax returns in years subsequent to fiscal 2000. Tyco International disagreed with the IRS position and filed petitions in the U.S. Tax Court contesting the IRS's proposed adjustments.

        In January 2016, Tyco International entered into Stipulations of Settled Issues (the "Stipulations") with the IRS intended to resolve all disputes related to the intercompany debt matter discussed above. The Stipulations were contingent upon the Appeals Division of the IRS applying the same settlement or framework to all intercompany debt issues on appeal for subsequent audit cycles (years 2001 through 2007).

        During the second quarter of fiscal 2016, we made a pre-payment to the IRS of $443 million, for deficiencies for which we are the primary obligor, to stop the accretion of deficiency interest. Concurrent with remitting this payment, we were reimbursed $305 million by Tyco International and Covidien pursuant to their indemnifications for pre-separation tax matters. In addition, we paid $2 million to Covidien for our share of deficiencies for which Covidien was the primary obligor. As a result, our net cash payment in connection with the disputed debt matter was $140 million during the second quarter of fiscal 2016.

        In May 2016, the U.S. Tax Court entered orders consistent with the Stipulations and dismissed the petitions as settled and the Appeals Division of the IRS issued special agreement Forms 870-AD that effectively settled the matters on appeal on the same terms as those set forth in the Stipulations. As a result, we have resolved all aspects of the disputed debt matter before the U.S. Tax Court (for the 1997 through 2000 audit cycle) and before the Appeals Division of the IRS for subsequent audit cycles (2001 through 2007). In addition, we expect the terms of the resolution for the disputed debt matter will be consistently applied by the IRS to all of our U.S. income tax returns filed subsequent to fiscal 2007.

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12. Commitments and Contingencies (Continued)

        As a result of these developments, in fiscal 2016, we recognized an income tax benefit of $1,135 million, representing a reduction in tax reserves, and other expense of $604 million, representing a reduction of associated indemnification receivables, pursuant to the Tax Sharing Agreement with Tyco International and Covidien. The U.S. tax loss and credit carryforwards finalized as a result of the settlement of the disputed debt matter were assessed for realizability in fiscal 2016 and included in our valuation allowance analysis. See Note 15 for further information regarding the valuation allowance for deferred tax assets.

2001-2007 Audit Years

        In fiscal 2015, the IRS issued general agreement Forms 870, effectively settling its audits of tax matters for the years 2001 through 2007, excluding the disputed debt matter which was subsequently resolved during fiscal 2016. As a result of these developments, in fiscal 2015, we recognized an income tax benefit of $201 million, representing a reduction in tax reserves for the matters that were effectively settled, and other expense of $84 million, representing a reduction of associated indemnification receivables, pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

2008-2010 Audit Years

        In fiscal 2015, the IRS issued general agreement Forms 870, effectively settling its audits of tax matters for the years 2008 through 2010, excluding the disputed debt matter. As discussed above, we expect the terms of the resolution for the disputed debt matter will be consistently applied by the IRS to all of our U.S. income tax returns filed subsequent to fiscal 2007. As a result of these developments, in fiscal 2015, we recognized an income tax benefit of $63 million, representing a reduction in tax reserves for the matters that were effectively settled.

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 fiscal year end 2016, we concluded that it was probable that we would incur remedial costs in the range of $17 million to $42 million, and that the best estimate within this range was $20 million. We believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows.

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12. Commitments and Contingencies (Continued)

Leases

        We have facility, land, vehicle, and equipment leases that expire at various dates. Rental expense under these leases was $143 million, $141 million, and $130 million for fiscal 2016, 2015, and 2014, respectively. At fiscal year end 2016, the minimum lease payment obligations under non-cancelable lease obligations were as follows:

	(in millions)
Fiscal 2017	$	106
Fiscal 2018		86
Fiscal 2019		66
Fiscal 2020		47
Fiscal 2021		41
Thereafter		98
Total	$	444

Guarantees

        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 fiscal year end 2016, we had outstanding letters of credit, letters of guarantee, and surety bonds of $324 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; other warranty reserves are not significant. The estimation is based primarily on historical experience and actual warranty claims. Amounts accrued for warranty claims at fiscal year end 2016 and 2015 were $48 million and $35 million, respectively.

13. Financial Instruments and Fair Value Measurements

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

        The effects of derivative instruments on the Consolidated Statements of Operations were immaterial for fiscal 2016, 2015, and 2014.

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13. Financial Instruments and Fair Value Measurements (Continued)

Foreign Exchange Risks and Hedges of Net Investment

        As part of managing the exposure to changes in foreign currency exchange rates, we utilize cross-currency swap contracts, foreign currency forward contracts, and foreign currency 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 and other cash transactions. We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with the cash flow hedge-designated instruments addressing foreign exchange risks will be reclassified into the Consolidated Statement of Operations within the next twelve months.

        During fiscal 2015, we entered into cross-currency swap contracts with an aggregate notional value of €1,000 million to reduce our exposure to foreign currency exchange risk associated with certain intercompany loans. Under the terms of these contracts, which have been designated as cash flow hedges, we make quarterly interest payments in euros at 3.50% per annum and receive interest in U.S. dollars at a weighted-average rate of 5.33% per annum. Upon the maturities of these contracts in fiscal 2022, we will pay the principal amount of the loans in euros and receive U.S. dollars from our counterparties.

        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 $3,480 million and $3,880 million at fiscal year end 2016 and 2015, respectively. Foreign exchange losses of $45 million and foreign exchange gains of $353 million and $156 million in fiscal 2016, 2015, and 2014, respectively, were recorded as currency translation, a component of accumulated other comprehensive income (loss), offsetting foreign exchange gains and losses attributable to the translation of the net investment. See Note 19 for additional information.

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 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 nonqualified deferred compensation liabilities.

Commodity Hedges

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

        At fiscal year end 2016 and 2015, our commodity hedges had notional values of $232 million and $260 million, respectively. We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with the commodity hedges will be reclassified into the Consolidated Statement of Operations within the next twelve months.

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13. Financial Instruments and Fair Value Measurements (Continued)

Fair Value Measurements

        Financial instruments recorded at fair value on a recurring basis, which consist of derivative instruments and marketable securities, were immaterial at fiscal year end 2016 and 2015.

14. Retirement Plans

Defined Benefit Pension Plans

        We have a number of contributory and noncontributory defined benefit retirement plans covering certain of our U.S. and non-U.S. employees, designed in accordance with local customs and practice.

        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
	Fiscal									Fiscal
	2016			2015			2014			2016			2015			2014
	($ in millions)
Service cost	$	9		$	9		$	7		$	48		$	45		$	46
Interest cost		50			48			50			52			58			71
Expected return on plan assets		(59	)		(67	)		(63	)		(68	)		(72	)		(67	)
Amortization of net actuarial loss		40			25			25			36			33			23
Other		—			—			—			(6	)		(5	)		(3	)
Net periodic pension benefit cost	$	40		$	15		$	19		$	62		$	59		$	70
Weighted-average assumptions used to determine net pension benefit cost during the fiscal year:
Discount rate		4.38	%		4.34	%		4.84	%		2.50	%		2.77	%		3.38	%
Expected return on plan assets		6.97	%		7.20	%		7.16	%		5.98	%		6.46	%		5.96	%
Rate of compensation increase		—	%		—	%		—	%		2.81	%		2.86	%		2.84	%

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14. Retirement Plans (Continued)

        The following table represents the changes in benefit obligation and plan assets and the net amount recognized on the Consolidated Balance Sheets for all U.S. and non-U.S. defined benefit pension plans:

	U.S. Plans						Non-U.S. Plans
	Fiscal						Fiscal
	2016			2015			2016			2015
	($ in millions)
Change in benefit obligation:
Benefit obligation at beginning of fiscal year	$	1,170		$	1,143		$	2,188		$	2,276
Service cost		9			9			48			45
Interest cost		50			48			52			58
Actuarial loss		102			42			368			87
Benefits and administrative expenses paid		(81	)		(74	)		(85	)		(71	)
Currency translation		—			—			(63	)		(213	)
Other		—			2			27			6
Benefit obligation at end of fiscal year		1,250			1,170			2,535			2,188
Change in plan assets:
Fair value of plan assets at beginning of fiscal year		879			978			1,167			1,177
Actual return on plan assets		130			(26	)		261			72
Employer contributions		1			1			66			65
Benefits and administrative expenses paid		(81	)		(74	)		(85	)		(71	)
Currency translation		—			—			(59	)		(90	)
Other		—			—			21			14
Fair value of plan assets at end of fiscal year		929			879			1,371			1,167
Funded status	$	(321	)	$	(291	)	$	(1,164	)	$	(1,021	)
Amounts recognized on the Consolidated Balance Sheets:
Accrued and other current liabilities	$	(5	)	$	(5	)	$	(20	)	$	(19	)
Long-term pension and postretirement liabilities		(316	)		(286	)		(1,144	)		(1,002	)
Net amount recognized	$	(321	)	$	(291	)	$	(1,164	)	$	(1,021	)
Weighted-average assumptions used to determine pension benefit obligation at fiscal year end:
Discount rate		3.58	%		4.38	%		1.44	%		2.50	%
Rate of compensation increase		—	%		—	%		2.52	%		2.81	%

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14. Retirement Plans (Continued)

        The pre-tax amounts recognized in accumulated other comprehensive income (loss) for all U.S. and non-U.S. defined benefit pension plans were as follows:

	U.S. Plans						Non-U.S. Plans
	Fiscal						Fiscal
	2016			2015			2016			2015
	(in millions)
Change in net loss:
Unrecognized net loss at beginning of fiscal year	$	436		$	325		$	711		$	748
Current year change recorded in accumulated other comprehensive income (loss)		32			136			164			18
Amortization reclassified to earnings		(40	)		(25	)		(36	)		(55	)
Unrecognized net loss at end of fiscal year	$	428		$	436		$	839		$	711
Change in prior service credit:
Unrecognized prior service credit at beginning of fiscal year	$	—		$	—		$	(66	)	$	(67	)
Current year change recorded in accumulated other comprehensive income (loss)		—			—			(10	)		(4	)
Amortization reclassified to earnings(1)		—			—			6			5
Unrecognized prior service credit at end of fiscal year	$	—		$	—		$	(70	)	$	(66	)

(1)

Amortization of prior service credit is included in other in the above table summarizing the components of net periodic pension benefit cost.

        In fiscal 2016, unrecognized actuarial losses recorded in accumulated other comprehensive income (loss) were primarily the result of lower discount rates partially offset by favorable asset performance for both U.S. and non-U.S. defined benefit pension plans as compared to fiscal 2015. In fiscal 2015, unrecognized actuarial losses recorded in accumulated other comprehensive income (loss) for U.S. defined benefit pension plans were due primarily to a change in the mortality assumption and lower than expected asset performance. Unrecognized actuarial losses recorded in accumulated other comprehensive income (loss) for non-U.S. defined benefit pension plans in fiscal 2015 were principally the result of lower discount rates as compared to fiscal 2014.

        The estimated amortization of actuarial losses from accumulated other comprehensive income (loss) into net periodic pension benefit cost for U.S. and non-U.S. defined benefit pension plans in fiscal 2017 is expected to be $40 million and $43 million, respectively. The estimated amortization of prior service credit from accumulated other comprehensive income (loss) into net periodic pension benefit cost for non-U.S. defined benefit pension plans in fiscal 2017 is expected to be $7 million.

        In determining the expected return on plan assets, we consider the relative weighting of plan assets by class and individual asset class performance expectations.

        The investment strategies for U.S. and non-U.S. pension plans are governed locally. Our investment strategy for our pension plans is to manage the plans on a going concern basis. Current investment policy is to achieve a reasonable return on assets, subject to a prudent level of portfolio risk, for the purpose of enhancing the security of benefits for participants. Projected returns are based

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14. Retirement Plans (Continued)

primarily on pro forma asset allocation, expected long-term returns, and forward-looking estimates of active portfolio and investment management.

        The long-term target asset allocation in our U.S. plans' master trust is 10% equity and 90% fixed income. Asset re-allocation to meet that target is occurring over a multi-year period based on the funded status, as defined by the Pension Protection Act of 2006 (the "Pension Act Funded Status"), of the U.S. plans' master trust and market conditions. We expect to reach our target allocation when the Pension Act Funded Status exceeds 105%. Based on the Pension Act Funded Status as of fiscal year end 2016, our target asset allocation is 45% equity and 55% fixed income.

        Target weighted-average asset allocation and weighted-average asset allocation for U.S. and non-U.S. pension plans were as follows:

	U.S. Plans									Non-U.S. Plans
	Target			Fiscal Year End 2016			Fiscal Year End 2015			Target			Fiscal Year End 2016			Fiscal Year End 2015
Asset category:
Equity securities		45	%		45	%		45	%		41	%		41	%		45	%
Debt securities		55			55			55			38			33			29
Insurance contracts and other investments		—			—			—			19			24			24
Real estate investments		—			—			—			2			2			2
Total		100	%		100	%		100	%		100	%		100	%		100	%

        Our common shares are not a direct investment of our pension funds; however, the pension funds may indirectly include our shares. The aggregate amount of our common shares would not be considered material relative to the total pension fund assets.

        Our funding policy is to make contributions in accordance with the laws and customs of the various countries in which we operate as well as to make discretionary voluntary contributions from time to time. We expect to make the minimum required contributions of $6 million and $48 million to our U.S. and non-U.S. pension plans, respectively, in fiscal 2017. We may also make voluntary contributions at our discretion.

        Benefit payments, which reflect future expected service, as appropriate, are expected to be paid as follows:

	U.S. Plans		Non-U.S. Plans
	(in millions)
Fiscal 2017	$	73	$	72
Fiscal 2018		70		73
Fiscal 2019		71		76
Fiscal 2020		72		77
Fiscal 2021		74		80
Fiscal 2022-2026		373		458

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14. Retirement Plans (Continued)

        Set forth below is the accumulated benefit obligation for all U.S. and non-U.S. pension plans as well as additional information related to plans with an accumulated benefit obligation in excess of plan assets and plans with a projected benefit obligation in excess of plan assets.

	U.S. Plans				Non-U.S. Plans
	Fiscal Year End				Fiscal Year End
	2016		2015		2016		2015
	(in millions)
Accumulated benefit obligation	$	1,250	$	1,170	$	2,389	$	2,041
Pension plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligation		1,250		1,170		2,380		1,994
Fair value of plan assets		929		879		1,361		1,119
Pension plans with projected benefit obligations in excess of plan assets:
Projected benefit obligation		1,250		1,170		2,534		2,188
Fair value of plan assets		929		879		1,371		1,167

        We value our pension assets based on the fair value hierarchy of ASC 820, Fair Value Measurements and Disclosures. Details of the fair value hierarchy are described in Note 2. The following table presents our defined benefit pension plans' asset categories and their associated fair value within the fair value hierarchy:

	Fiscal Year End 2016
	U.S. Plans								Non-U.S. Plans
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)
Equity:
U.S. equity securities(1)	$	248	$	—	$	—	$	248	$	64	$	—	$	—	$	64
Non-U.S. equity securities(1)		190		—		—		190		62		—		—		62
Commingled equity funds(2)		—		—		—		—		—		456		—		456
Fixed income:
Government bonds(3)		—		67		—		67		—		226		—		226
Corporate bonds(4)		—		397		—		397		—		13		—		13
Commingled bond funds(5)		—		—		—		—		—		262		—		262
Other(6)		—		11		—		11		—		177		91		268
Subtotal	$	438	$	475	$	—		913	$	126	$	1,134	$	91		1,351
Items to reconcile to fair value of plan assets(7)								16								20
Fair value of plan assets							$	929							$	1,371

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14. Retirement Plans (Continued)

	Fiscal Year End 2015
	U.S. Plans								Non-U.S. Plans
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)
Equity:
U.S. equity securities(1)	$	245	$	—	$	—	$	245	$	60	$	—	$	—	$	60
Non-U.S. equity securities(1)		149		—		—		149		54		—		—		54
Commingled equity funds(2)		—		—		—		—		—		421		—		421
Fixed income:
Government bonds(3)		—		64		—		64		—		202		—		202
Corporate bonds(4)		—		404		—		404		—		13		—		13
Commingled bond funds(5)		—		—		—		—		—		171		—		171
Other(6)		—		3		—		3		—		142		84		226
Subtotal	$	394	$	471	$	—		865	$	114	$	949	$	84		1,147
Items to reconcile to fair value of plan assets(7)								14								20
Fair value of plan assets							$	879							$	1,167

(1)

U.S. and non-U.S. equity securities are valued at the closing price reported on the stock exchange on which the individual securities are traded.

(2)

Commingled equity funds are pooled investments in multiple equity-type securities. Fair value is calculated as the closing price of the underlying investments, an observable market condition, divided by the number of shares of the fund outstanding.

(3)

Government bonds are marked to fair value based on quoted market prices or market approach valuation models using observable market data such as quotes, spreads, and data points for yield curves.

(4)

Corporate bonds are marked to fair value based on quoted market prices or market approach valuation models using observable market data such as quotes, spreads, and data points for yield curves.

(5)

Commingled bond funds are pooled investments in multiple debt-type securities. Fair value is calculated as the closing price of the underlying investments, an observable market condition, divided by the number of shares of the fund outstanding.

(6)

Other investments are composed of insurance contracts, derivatives, short-term investments, structured products such as collateralized obligations and mortgage- and asset-backed securities, real estate investments, and hedge funds. Insurance contracts are valued using cash surrender value, or face value of the contract if a cash surrender value is unavailable (level 2), as these values represent the amount that the plan would receive on termination of the underlying contract. Derivatives, short-term investments, and structured products are marked to fair value using models that are supported by observable market based data (level 2). Real estate investments include investments in commingled real estate funds and are valued at net asset value which is calculated using unobservable inputs that are supported by little or no market activity (level 3). Hedge funds are valued at their net asset value which is calculated using unobservable inputs that are supported by little or no market activity (level 3).

(7)

Items to reconcile to fair value of plan assets include amounts receivable for securities sold, amounts payable for securities purchased, and any cash balances, considered to be carried at book value, that are held in the plans.

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14. Retirement Plans (Continued)

        Changes in Level 3 assets in non-U.S. plans were primarily the result of purchases in fiscal 2016 and 2015.

Defined Contribution Retirement Plans

        We maintain several defined contribution retirement plans, the most significant of which is located in the U.S. These plans include 401(k) matching programs, as well as qualified and nonqualified profit sharing and share bonus retirement plans. Expense for the defined contribution plans is computed as a percentage of participants' compensation and was $59 million, $60 million, and $61 million for fiscal 2016, 2015, and 2014, respectively.

Deferred Compensation Plans

        We maintain nonqualified deferred compensation plans, which permit eligible employees to defer a portion of their compensation. A record keeping account is set up for each participant and the participant chooses from a variety of measurement funds for the deemed investment of their accounts. The measurement funds correspond to a number of funds in our 401(k) plans and the account balance fluctuates with the investment returns on those funds. Total deferred compensation liabilities were $132 million and $118 million at fiscal year end 2016 and 2015, respectively. See Note 13 for additional information regarding our risk management strategy related to deferred compensation liabilities.

Postretirement Benefit Plans

        In addition to providing pension and 401(k) benefits, we also provide certain health care coverage continuation for qualifying retirees from the date of retirement to age 65. The accumulated postretirement benefit obligation was $45 million and $40 million at fiscal year end 2016 and 2015, respectively, and the underfunded status of the postretirement benefit plans was included primarily in long-term pension and postretirement liabilities on the Consolidated Balance Sheets. Activity during fiscal 2016, 2015, and 2014 was not significant.

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15. Income Taxes

        Significant components of the income tax expense (benefit) were as follows:

	Fiscal
	2016			2015			2014
	(in millions)
Current income tax expense (benefit):
U.S.:
Federal	$	(1,115	)	$	(67	)	$	128
State		(163	)		12			(3	)
Non-U.S.		321			352			302
		(957	)		297			427
Deferred income tax expense (benefit):
U.S.:
Federal		173			87			(311	)
State		20			5			(3	)
Non-U.S.		(15	)		(52	)		33
		178			40			(281	)
Income tax expense (benefit)	$	(779	)	$	337		$	146

        The U.S. and non-U.S. components of income from continuing operations before income taxes were as follows:

	Fiscal
	2016			2015			2014
	(in millions)
U.S.	$	(115	)	$	(31	)	$	(133	)
Non-U.S.		1,277			1,606			1,893
Income from continuing operations before income taxes	$	1,162		$	1,575		$	1,760

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15. Income Taxes (Continued)

        The reconciliation between U.S. federal income taxes at the statutory rate and income tax expense (benefit) was as follows:

	Fiscal
	2016			2015			2014
	(in millions)
Notional U.S. federal income tax expense at the statutory rate	$	407		$	551		$	616
Adjustments to reconcile to the income tax expense (benefit):
U.S. state income tax expense (benefit), net		(93	)		11			(4	)
Other (income) expense—Tax Sharing Agreement(1)		221			18			(23	)
Tax law changes		(3	)		10			(1	)
Tax credits		(10	)		(9	)		(8	)
Non-U.S. net earnings(2)		(342	)		(275	)		(287	)
Nondeductible charges		2			2			3
Change in accrued income tax liabilities		(1,056	)		(183	)		112
Valuation allowance		97			(3	)		(239	)
Legal entity restructuring		39			211			—
Divestitures		(31	)		—			—
Other		(10	)		4			(23	)
Income tax expense (benefit)	$	(779	)	$	337		$	146

(1)

Other income (expense), net pursuant to the Tax Sharing Agreement with Tyco International and Covidien is not taxable or deductible.

(2)

Excludes nondeductible charges and other items which are separately presented.

        The income tax benefit for fiscal 2016 included a $1,135 million income tax benefit related to the effective settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007, partially offset by a $91 million income tax charge related to an increase to the valuation allowance for certain U.S. deferred tax assets. Additionally, the tax benefit for fiscal 2016 included an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions, partially offset by an income tax charge related to certain legal entity restructurings. See Note 12 for additional information regarding settlements with the IRS.

        The increase to the valuation allowance for deferred tax assets primarily relates to certain U.S. federal and state tax loss and credit carryforwards. Based on our forecast of taxable income for certain U.S. tax reporting groups, U.S. tax loss and credit carryforwards finalized as a result of settlement of the disputed debt matter with the IRS, and certain tax planning actions and strategies, we believed it was more likely than not that a portion of our deferred tax assets would not be realized.

        The income tax expense for fiscal 2015 included a $264 million income tax benefit related to the effective settlement of all undisputed tax matters for the years 2001 through 2010, partially offset by a $216 million income tax charge associated with the tax impacts of certain intercompany legal entity restructurings made in connection with our integration of Measurement Specialties. Also, income tax expense for fiscal 2015 included an income tax charge of $29 million associated with the tax impacts of certain intercompany dividends related to the restructuring and sale of BNS.

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15. Income Taxes (Continued)

        The income tax expense for fiscal 2014 included an income tax benefit of $282 million recognized in connection with a reduction in the valuation allowance associated with certain tax loss carryforwards relating to ADC Telecommunications, Inc. ("ADC"), partially offset by an income tax charge related to adjustments to prior year income tax returns.

        In fiscal 2014, we acquired SEACON, and its U.S. operations were combined with our ADC U.S. federal consolidated tax group. In addition, the ADC U.S. tax group was combined with other U.S. legal entities and assets. We reassessed the realization of the revised ADC U.S. tax group's tax loss and credit carryforwards. Based on our forecast of taxable income of the reorganized combined tax group, we believed it was more likely than not that a tax benefit would be realized on additional U.S. federal and state net operating losses. Accordingly, we reduced the valuation allowance and recorded a tax benefit of $282 million.

        Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax asset were as follows:

	Fiscal Year End
	2016			2015
	(in millions)
Deferred tax assets:
Accrued liabilities and reserves	$	286		$	262
Tax loss and credit carryforwards		4,656			4,856
Inventories		46			57
Pension and postretirement benefits		349			295
Deferred revenue		11			17
Interest		470			394
Unrecognized income tax benefits		10			378
Other		32			4
		5,860			6,263
Deferred tax liabilities:
Intangible assets		(761	)		(809	)
Property, plant, and equipment		(15	)		(1	)
Other		(84	)		(89	)
		(860	)		(899	)
Net deferred tax asset before valuation allowance		5,000			5,364
Valuation allowance		(3,096	)		(3,237	)
Net deferred tax asset	$	1,904		$	2,127

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15. Income Taxes (Continued)

        Our tax loss and credit carryforwards (tax effected) at fiscal year end 2016 were as follows:

	Expiration Period
	Through 2021		Fiscal 2022 Through 2036		No Expiration		Total
	(in millions)
U.S. Federal:
Net operating loss carryforwards	$	—	$	1,404	$	—	$	1,404
Tax credit carryforwards		15		124		70		209
Capital loss carryforwards		36		—		—		36
U.S. State:
Net operating loss carryforwards.		53		55		—		108
Tax credit carryforwards		12		15		7		34
Non-U.S.:
Net operating loss carryforwards		12		5		2,813		2,830
Tax credit carryforwards		—		1		—		1
Capital loss carryforwards		7		—		27		34
Total tax loss and credit carryforwards	$	135	$	1,604	$	2,917	$	4,656

        The valuation allowance for deferred tax assets of $3,096 million and $3,237 million at fiscal year end 2016 and 2015, respectively, relates principally to the uncertainty of the utilization of certain deferred tax assets, primarily tax loss, capital loss, and credit carryforwards in various jurisdictions. We believe that we will generate sufficient future taxable income to realize the income tax benefits related to the remaining net deferred tax assets on the Consolidated Balance Sheet. At fiscal year end 2016, approximately $169 million of the valuation allowance relates to share-based compensation and will be recorded to equity if certain net operating losses and tax credit carryforwards are utilized.

        We have provided income taxes for earnings that are currently distributed as well as the taxes associated with several subsidiaries' earnings that are expected to be distributed in the future. No additional provision has been made for Swiss or non-Swiss income taxes on the undistributed earnings of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such earnings are expected to be permanently reinvested, the investments are essentially permanent in duration, or we have concluded that no additional tax liability will arise as a result of the distribution of such earnings. As of fiscal year end 2016, certain subsidiaries had approximately $21 billion of cumulative undistributed earnings that have been retained indefinitely and reinvested in our global manufacturing operations, including working capital; property, plant, and equipment; intangible assets; and research and development activities. A liability could arise if our intention to permanently reinvest such earnings were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. It is not practicable to estimate the additional income taxes related to permanently reinvested earnings or the basis differences related to investments in subsidiaries. As of fiscal year end 2016, we had approximately $6.9 billion of cash, cash equivalents, and intercompany deposits, principally in our subsidiaries, that we have the ability to distribute to TEGSA, our Luxembourg subsidiary, which is the obligor of substantially all of our debt, and to TE Connectivity Ltd., our Swiss parent company, but we consider to be permanently reinvested. We estimate that up to approximately $1.5 billion of tax expense would be recognized on the

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15. Income Taxes (Continued)

Consolidated Financial Statements if our intention to permanently reinvest these amounts were to change. Our current plans do not demonstrate a need to repatriate cash, cash equivalents, and intercompany deposits that are designated as permanently reinvested in order to fund our operations, including investing and financing activities.

Uncertain Tax Position Provisions of ASC 740

        As of fiscal year end 2016, we had total unrecognized income tax benefits of $490 million. If recognized in future years, $370 million of these currently unrecognized income tax benefits would impact income tax expense (benefit) and the effective tax rate. As of fiscal year end 2015, we had total unrecognized income tax benefits of $1,368 million. If recognized in future years, $1,291 million of these unrecognized income tax benefits would impact income tax expense (benefit) and the effective tax rate. The following table summarizes the activity related to unrecognized income tax benefits:

	Fiscal
	2016			2015			2014
	(in millions)
Balance at beginning of fiscal year	$	1,368		$	1,595		$	1,617
Additions related to prior periods tax positions		75			24			22
Reductions related to prior periods tax positions		(817	)		(291	)		(57	)
Additions related to current period tax positions		124			97			32
Acquisitions		4			—			7
Settlements		(205	)		(29	)		(14	)
Reductions due to lapse of applicable statute of limitations		(59	)		(28	)		(12	)
Balance at end of fiscal year	$	490		$	1,368		$	1,595

        We record accrued interest as well as penalties related to uncertain tax positions as part of income tax expense (benefit). As of fiscal year end 2016 and 2015, we had $54 million and $1,076 million, respectively, of accrued interest and penalties related to uncertain tax positions on the Consolidated Balance Sheets, recorded primarily in income taxes. The decrease in the accrued interest and penalties from fiscal year end 2015 was due primarily to the effective settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007. During fiscal 2016, 2015, and 2014, we recognized income tax benefits of $765 million, expense of $7 million, and expense of $99 million, respectively, related to interest and penalties on the Consolidated Statements of Operations.

        We file income tax returns on a unitary, consolidated, or stand-alone basis in multiple state and local jurisdictions, which generally have statutes of limitations ranging from 3 to 4 years. Various state and local income tax returns are currently in the process of examination or administrative appeal.

        Our non-U.S. subsidiaries file income tax returns in the countries in which they have operations. Generally, these countries have statutes of limitations ranging from 3 to 10 years. Various non-U.S. subsidiary income tax returns are currently in the process of examination by taxing authorities.

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15. Income Taxes (Continued)

        As of fiscal year end 2016, under applicable statutes, the following tax years remained subject to examination in the major tax jurisdictions indicated:

Jurisdiction	Open Years
China		2006 through 2016
Czech Republic		2013 through 2016
Germany		2013 through 2016
Hong Kong		2010 through 2016
Ireland		2011 through 2016
Italy		2010 through 2016
Japan		2010 through 2016
Korea		2011 through 2016
Luxembourg		2011 through 2016
Netherlands		2012 through 2016
Singapore		2011 through 2016
Spain		2012 through 2016
Switzerland		2011 through 2016
United Kingdom		2015 through 2016
U.S.—federal and state and local		1998 through 2016

        In most jurisdictions, taxing authorities retain the ability to review prior tax years and to adjust any net operating loss and tax credit carryforwards from these years that are utilized in a subsequent period.

        Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that up to approximately $90 million of unrecognized income tax benefits, excluding the impact 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 Consolidated Balance Sheet as of fiscal year end 2016.

16. Other Income (Expense), Net

        In fiscal 2016, 2015, and 2014, we recorded net other expense of $632 million, net other expense of $55 million, and net other income of $63 million, respectively, primarily pursuant to the Tax Sharing Agreement with Tyco International and Covidien. The net other expense in fiscal 2016 included $604 million related to the effective settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007 and $46 million related to a tax settlement in another jurisdiction. The net other expense in fiscal 2015 included $84 million related to the effective settlement of undisputed tax matters for the years 2001 through 2007. See Note 12 for further information regarding the Tax Sharing Agreement and settlements with the IRS. The net other income in fiscal 2014 included $18 million of income related to our share of a settlement agreement entered into by Tyco International with a former subsidiary, CIT Group Inc., which arose from a pre-separation claim for which we were entitled to 31% once resolved.

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17. Earnings Per Share

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

	Fiscal
	2016		2015		2014
	(in millions)
Basic		366		405		410
Dilutive impact of share-based compensation arrangements		3		6		7
Diluted		369		411		417

        There were three million and one million share options that were not included in the computation of diluted earnings per share for fiscal 2016 and 2015, respectively, because the instruments' underlying exercise prices were greater than the average market prices of our common shares and inclusion would be antidilutive.

18. Equity

Common Shares

        We are organized under the laws of Switzerland. The rights of holders of our shares are governed by Swiss law, our Swiss articles of association, and our Swiss organizational regulations. Accordingly, the par value of our common shares is stated in Swiss francs ("CHF"). We continue to use the U.S. dollar, however, as our reporting currency on the Consolidated Financial Statements.

        Subject to certain conditions specified in our articles of association, we are authorized to increase our conditional share capital by issuing new shares in aggregate not exceeding 50% of our authorized shares. In March 2016, our shareholders approved for a period of two years ending on March 2, 2018, 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

        At fiscal year end 2016, approximately 28 million common shares were held in treasury, of which 2 million were owned by one of our subsidiaries. At fiscal year end 2015, approximately 20 million common shares were held in treasury, of which 6 million were owned by one of our subsidiaries. Shares held both directly by us and by our subsidiary are presented as treasury shares on the Consolidated Balance Sheets.

        In fiscal 2016, 2015, and 2014, our shareholders approved the cancellation of 31 million, 5 million, and 10 million shares, respectively, purchased under our share repurchase program. These capital reductions by cancellation of shares were subject to a notice period and filing with the commercial register in Switzerland.

Contributed Surplus

        Contributed surplus established for Swiss tax and statutory purposes ("Swiss Contributed Surplus"), subject to certain conditions, is a freely distributable reserve. Distributions to shareholders from Swiss

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18. Equity (Continued)

Contributed Surplus are free from withholding tax. As of fiscal year end 2016 and 2015, Swiss Contributed Surplus was CHF 7,878 million and CHF 8,392 million, respectively (equivalent to $6,992 million and $7,505 million, respectively).

Dividends and Distributions to Shareholders

        Under Swiss law, subject to certain conditions, distributions to shareholders made in the form of a reduction of registered share capital or from reserves from capital contributions (equivalent to Swiss Contributed Surplus) are exempt from Swiss withholding tax. Distributions or dividends on our shares must be approved by our shareholders.

        Our shareholders approved the following dividends on our common shares:

Approval Date	Payment Type	Annual Payment Per Share	Payment Dates
March 2013	Dividend payment out of contributed surplus	CHF 0.96 (equivalent to $1.00), payable in four quarterly installments of $0.25	Third quarter of fiscal 2013 Fourth quarter of fiscal 2013 First quarter of fiscal 2014 Second quarter of fiscal 2014
March 2014	Dividend payment out of contributed surplus	CHF 1.04 (equivalent to $1.16), payable in four quarterly installments of $0.29	Third quarter of fiscal 2014 Fourth quarter of fiscal 2014 First quarter of fiscal 2015 Second quarter of fiscal 2015
March 2015	Dividend payment out of contributed surplus	$1.32 (equivalent to CHF 1.27), payable in four quarterly installments of $0.33	Third quarter of fiscal 2015 Fourth quarter of fiscal 2015 First quarter of fiscal 2016 Second quarter of fiscal 2016
March 2016	Dividend payment out of contributed surplus	$1.48 (equivalent to CHF 1.48), payable in four quarterly installments of $0.37	Third quarter of fiscal 2016 Fourth quarter of fiscal 2016 First quarter of fiscal 2017 Second quarter of fiscal 2017

        Upon shareholders' approval 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 fiscal year end 2016 and 2015, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Consolidated Balance Sheets totaled $263 million and $260 million, respectively.

Share Repurchase Program

        During fiscal 2016, our board of directors authorized an increase of $1.0 billion in the share repurchase program. Common shares repurchased under the share repurchase program were as follows:

	Fiscal
	2016		2015		2014
	(in millions)
Number of common shares repurchased		43		18		11
Amount repurchased	$	2,610	$	1,163	$	604

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18. Equity (Continued)

        At fiscal year end 2016, we had $1.1 billion of availability remaining under our share repurchase authorization.

19. Accumulated Other Comprehensive Income (Loss)

        The changes in each component of accumulated other comprehensive income (loss) were as follows:

	Currency Translation(1)			Unrecognized Pension and Postretirement Benefit Costs			Gains (Losses) on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance at fiscal year end 2013	$	931		$	(569	)	$	(59	)	$	303
Other comprehensive loss before reclassifications		(216	)		(211	)		(35	)		(462	)
Amounts reclassified from accumulated other comprehensive income (loss)		5			44			49			98
Income tax benefit		—			44			—			44
Net other comprehensive income (loss), net of tax		(211	)		(123	)		14			(320	)
Balance at fiscal year end 2014		720			(692	)		(45	)		(17	)
Other comprehensive loss before reclassifications		(536	)		(147	)		(44	)		(727	)
Amounts reclassified from accumulated other comprehensive income (loss)		224	(2)		75			45			344
Income tax benefit		—			26			1			27
Net other comprehensive income (loss), net of tax		(312	)		(46	)		2			(356	)
Balance at fiscal year end 2015		408			(738	)		(43	)		(373	)
Other comprehensive loss before reclassifications		(69	)		(190	)		(14	)		(273	)
Amounts reclassified from accumulated other comprehensive income (loss)		(23	)		70			32			79
Income tax (expense) benefit		—			32			(7	)		25
Net other comprehensive income (loss), net of tax		(92	)		(88	)		11			(169	)
Balance at fiscal year end 2016	$	316		$	(826	)	$	(32	)	$	(542	)

(1)

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

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19. Accumulated Other Comprehensive Income (Loss) (Continued)

(2)

Represents net currency translation reclassified as a result of the sale of BNS. This net loss is included in income from discontinued operations on the Consolidated Statement of Operations. See Note 4 for additional information regarding the divestiture of BNS.

20. Share Plans

        Our equity compensation plans, of which the TE Connectivity Ltd. 2007 Stock and Incentive Plan, as amended and restated, is the primary plan, provide for the award of annual performance bonuses and long-term performance awards, including share options; restricted, performance, and deferred share units; and other share-based awards (collectively, "Awards") and allow for the use of unissued shares or treasury shares to be used to satisfy such Awards. As of fiscal year end 2016, our plans provided for a maximum of 67 million shares to be issued as Awards, subject to adjustment as provided under the terms of the plans. A total of 16 million shares remained available for issuance under our plans as of fiscal year end 2016.

Share-Based Compensation Expense

        Total share-based compensation expense, which was included primarily in selling, general, and administrative expenses on the Consolidated Statements of Operations, was as follows:

	Fiscal
	2016		2015		2014
	(in millions)
Share-based compensation expense	$	91	$	89	$	77

        We recognized a related tax benefit associated with our share-based compensation arrangements of $29 million, $29 million, and $24 million in fiscal 2016, 2015, and 2014, respectively.

Restricted Share Awards

        Restricted share awards, which are generally in the form of restricted share units, are granted subject to certain restrictions. Conditions of vesting are determined at the time of grant. All restrictions on an award will lapse upon death or disability of the employee. If the employee satisfies retirement requirements, a portion of the award may vest, depending on the terms and conditions of the particular grant. Recipients of restricted share units have no voting rights, but do receive dividend equivalents. For grants that vest through passage of time, the fair value of the award at the time of the grant is amortized to expense over the period of vesting. The fair value of restricted share awards is determined based on the closing value of our shares on the grant date. Restricted share awards generally vest in increments over a period of four years as determined by the management development and compensation committee.

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20. Share Plans (Continued)

        A summary of restricted share award activity is presented below:

	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at fiscal year end 2015		2,790,934		$	51.01
Granted		886,663			64.88
Vested		(1,116,283	)		45.46
Forfeited		(274,310	)		54.53
Nonvested at fiscal year end 2016		2,287,004		$	58.47

        The weighted-average grant-date fair value of restricted share awards granted during fiscal 2016, 2015, and 2014 was $64.88, $62.45, and $52.21, respectively.

        The total fair value of restricted share awards that vested during fiscal 2016, 2015, and 2014 was $51 million, $58 million, and $52 million, respectively.

        As of fiscal year end 2016, there was $74 million of unrecognized compensation cost related to nonvested restricted share awards. The cost is expected to be recognized over a weighted-average period of 1.6 years.

Performance Share Awards

        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. 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.

        A summary of performance share award activity is presented below:

	Shares			Weighted-Average Grant-Date Fair Value
Outstanding at fiscal year end 2015		700,828		$	47.32
Granted		425,861			55.15
Vested		(444,429	)		34.46
Forfeited		(55,635	)		56.98
Outstanding at fiscal year end 2016		626,625		$	60.56

        The weighted-average grant-date fair value of performance share awards granted during fiscal 2016, 2015, and 2014 was $55.15, $61.65, and $51.63, respectively.

        The total fair value of performance share awards that vested during fiscal 2016 was $15 million. The total fair value of performance share awards that vested in fiscal 2015 and 2014 was insignificant.

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20. Share Plans (Continued)

        As of fiscal year end 2016, there was $18 million of unrecognized compensation cost related to nonvested performance share awards. The cost is expected to be recognized over a weighted-average period of 1.2 years.

Share Options

        Share options are granted to purchase our common shares at prices which are equal to or greater than the market price of the common shares on the date the option is granted. Conditions of vesting are determined at the time of grant. All restrictions on the award will lapse upon death or disability of the employee. If the employee satisfies retirement requirements, a portion of the award may vest, depending on the terms and conditions of the particular grant. Options generally vest and become exercisable in equal annual installments over a period of four years and expire ten years after the date of grant.

        A summary of share option award activity is presented below:

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in millions)
Outstanding at fiscal year end 2015		10,124,875		$	40.05
Granted		1,860,800			65.70
Exercised		(2,480,662	)		35.68
Expired		(61,592	)		44.20
Forfeited		(339,041	)		57.18
Outstanding at fiscal year end 2016		9,104,380		$	45.79		6.3	$	172
Vested and expected to vest at fiscal year end 2016		8,739,461		$	45.26		6.3	$	170
Exercisable at fiscal year end 2016		5,189,559		$	36.16		4.9	$	147

        The weighted-average exercise price of share option awards granted during fiscal 2016, 2015, and 2014 was $65.70, $61.70, and $51.78, respectively.

        The total intrinsic value of options exercised during fiscal 2016, 2015, and 2014 was $67 million, $107 million, and $136 million, respectively. We received cash related to the exercise of options of $90 million, $103 million, and $156 million in fiscal 2016, 2015, and 2014, respectively. The related excess cash tax benefit classified as a financing cash inflow on the Consolidated Statements of Cash Flows for fiscal 2016, 2015, and 2014 was not material.

        As of fiscal year end 2016, there was $36 million of unrecognized compensation cost related to nonvested share options granted under our share option plans. The cost is expected to be recognized over a weighted-average period of 1.6 years.

Share-Based Compensation Assumptions

        The grant-date fair value of each share option grant was estimated using the Black-Scholes-Merton option pricing model. Use of a valuation model requires management to make certain assumptions with

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20. Share Plans (Continued)

respect to selected model inputs. We employ our historical share volatility when calculating the grant-date fair value of our share option grants using the Black-Scholes-Merton option pricing model. Currently, we do not have exchange-traded options of sufficient duration to employ an implied volatility assumption in the calculation and therefore rely solely on the historical volatility calculation. The average expected life was based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. The risk-free interest rate was based on U.S. Treasury zero-coupon issues with a remaining term that approximated the expected life assumed at the date of grant. The expected annual dividend per share was based on our expected dividend rate. The recognized share-based compensation expense was net of estimated forfeitures, which are based on voluntary termination behavior as well as an analysis of actual option forfeitures.

        The weighted-average grant-date fair value of options granted and the weighted-average assumptions we used in the Black-Scholes-Merton option pricing model were as follows:

	Fiscal
	2016			2015			2014
Weighted-average grant-date fair value	$	14.26		$	18.77		$	16.81
Assumptions:
Expected share price volatility		26	%		36	%		39	%
Risk free interest rate		2.0	%		2.0	%		1.8	%
Expected annual dividend per share	$	1.32		$	1.16		$	1.00
Expected life of options (in years)		5.7			6.0			6.0

21. Segment and Geographic Data

        We operate through three reportable segments: Transportation Solutions, Industrial Solutions, and Communications Solutions. See Note 1 for a description of the segments in which we operate. We aggregate our operating segments into reportable segments based upon similar economic characteristics and business groupings of products, services, and customers.

        Segment performance is evaluated based on net sales and operating income. Generally, we consider all expenses to be of an operating nature and, accordingly, allocate them to each reportable segment. Costs specific to a segment are charged to the segment. Corporate expenses, such as headquarters administrative costs, are allocated to the segments based on segment operating income. Intersegment sales were not material and were recorded at selling prices that approximate market prices. Corporate assets are allocated to the segments based on segment assets.

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21. Segment and Geographic Data (Continued)

        Net sales and operating income by segment were as follows:

	Net Sales						Operating Income
	Fiscal						Fiscal
	2016		2015		2014		2016			2015		2014
	(in millions)
Transportation Solutions	$	6,503	$	6,351	$	6,090	$	1,191		$	1,193	$	1,245
Industrial Solutions		3,215		3,179		3,302		343			352		431
Communications Solutions		2,520		2,703		2,581		368	(1)		204		129
Total	$	12,238	$	12,233	$	11,973	$	1,902		$	1,749	$	1,805

(1)

Includes pre-tax gain of $144 million on the sale of our CPD business during fiscal 2016.

        No single customer accounted for a significant amount of our net sales in fiscal 2016, 2015, and 2014.

        As we are not organized by product or service, it is not practicable to disclose net sales by product or service.

        Depreciation and amortization and capital expenditures were as follows:

	Depreciation and Amortization						Capital Expenditures
	Fiscal						Fiscal
	2016		2015		2014		2016		2015		2014
	(in millions)
Transportation Solutions	$	337	$	347	$	285	$	429	$	400	$	379
Industrial Solutions		131		123		102		107		104		143
Communications Solutions		117		146		164		92		96		113
Total	$	585	$	616	$	551	$	628	$	600	$	635

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

	Segment Assets
	Fiscal Year End
	2016		2015		2014
	(in millions)
Transportation Solutions	$	3,501	$	3,310	$	3,062
Industrial Solutions		1,720		1,720		1,735
Communications Solutions		1,473		1,625		1,689
Total segment assets(1)		6,694		6,655		6,486
Other current assets		1,133		4,150		5,311
Other non-current assets		9,781		9,784		8,335
Total assets	$	17,608	$	20,589	$	20,132

(1)

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

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21. Segment and Geographic Data (Continued)

        Net sales and net property, plant, and equipment by geographic region were as follows:

	Net Sales(1)						Property, Plant, and Equipment, Net
	Fiscal						Fiscal Year End
	2016		2015		2014		2016		2015		2014
	(in millions)
Americas:
U.S.	$	3,901	$	3,817	$	3,119	$	922	$	887	$	837
Other Americas		298		321		396		93		87		97
Total Americas		4,199		4,138		3,515		1,015		974		934
Europe/Middle East/Africa:
Switzerland		2,979		2,992		3,483		62		55		54
Germany		127		117		126		334		313		330
Other Europe/Middle East/Africa		1,010		883		615		630		588		642
Total Europe/Middle East/Africa		4,116		3,992		4,224		1,026		956		1,026
Asia–Pacific:
China		2,165		2,367		2,331		491		529		492
Other Asia–Pacific		1,758		1,736		1,903		520		461		468
Total Asia–Pacific		3,923		4,103		4,234		1,011		990		960
Total	$	12,238	$	12,233	$	11,973	$	3,052	$	2,920	$	2,920

(1)

Net sales to external customers is attributed to individual countries based on the legal entity that records the sale.

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22. Quarterly Financial Data (unaudited)

        Summarized quarterly financial data was as follows:

	Fiscal
	2016									2015
	First Quarter		Second Quarter(1)			Third Quarter(2)		Fourth Quarter(3)		First Quarter(4)		Second Quarter		Third Quarter			Fourth Quarter(5)
	(in millions, except per share data)
Net sales	$	2,833	$	2,952		$	3,121	$	3,332	$	3,049	$	3,082	$	3,118		$	2,984
Gross margin		945		962			1,022		1,104		1,020		1,051		1,048			968
Acquisition and integration costs		5		3			11		3		24		14		8			9
Restructuring and other charges (credits), net		40		(99	)		31		30		25		38		19			70
Income from continuing operations		324		389			791		437		435		316		351			136
Income (loss) from discontinued operations, net of income taxes		29		(9	)		48		—		37		283		(42	)		904
Net income	$	353	$	380		$	839	$	437	$	472	$	599	$	309		$	1,040
Basic earnings per share:
Income from continuing operations	$	0.84	$	1.07		$	2.22	$	1.23	$	1.07	$	0.78	$	0.86		$	0.34
Net income		0.92		1.04			2.35		1.23		1.16		1.47		0.76			2.60
Diluted earnings per share:
Income from continuing operations	$	0.83	$	1.06		$	2.19	$	1.22	$	1.05	$	0.77	$	0.85		$	0.34
Net income		0.91		1.03			2.32		1.22		1.14		1.45		0.75			2.57

(1)

Results for the second quarter of fiscal 2016 included a pre-tax gain of $146 million on the sale of our CPD business.

(2)

Results for the third quarter of fiscal 2016 included a $1,135 million income tax benefit associated with the effective settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007 and the related impact of $604 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien. In addition, results for the third quarter of fiscal 2016 included a $91 million income tax charge related to an increase to the valuation allowance for certain U.S. deferred tax assets, and an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions and the related impact of $46 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

(3)

Results for the fourth quarter of fiscal 2016 included an additional week. See Note 1 for additional information regarding our fiscal year end.

(4)

Results for the first quarter of fiscal 2015 included $27 million of charges from the amortization of acquisition-related fair value adjustments to acquired inventories and customer order backlog associated primarily with Measurement Specialties. Results for the first quarter of fiscal 2015 also included a $189 million income tax benefit associated with the effective settlement of all undisputed tax matters for the years 2001 through 2007 and the related impact of $83 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

(5)

Results for the fourth quarter of fiscal 2015 included a $216 million income tax charge associated with the tax impacts of certain intercompany legal entity restructurings made in connection with our integration of Measurement Specialties and a $63 million income tax benefit associated with the effective settlement of all undisputed tax matters for the years 2008 through 2010. In addition, in the fourth quarter of fiscal 2015, income (loss) from discontinued operations, net of income taxes included the gain on the sale of our BNS business.

118

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

23. Tyco Electronics Group S.A.

        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
For the Fiscal Year Ended September 30, 2016

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	12,238		$	—		$	12,238
Cost of sales		—			—			8,205			—			8,205
Gross margin		—			—			4,033			—			4,033
Selling, general, and administrative expenses, net(1)		168			95			1,200			—			1,463
Research, development, and engineering expenses		—			—			644			—			644
Acquisition and integration costs		—			—			22			—			22
Restructuring and other charges (credits), net		2			(1	)		1			—			2
Operating income (loss)		(170	)		(94	)		2,166			—			1,902
Interest income		—			—			19			—			19
Interest expense		—			(126	)		(1	)		—			(127	)
Other expense, net		—			—			(632	)		—			(632	)
Equity in net income of subsidiaries		2,139			2,261			—			(4,400	)		—
Equity in net income of subsidiaries of discontinued operations		67			168			—			(235	)		—
Intercompany interest income (expense), net		(28	)		98			(70	)		—			—
Income from continuing operations before income taxes		2,008			2,307			1,482			(4,635	)		1,162
Income tax benefit		—			—			779			—			779
Income from continuing operations		2,008			2,307			2,261			(4,635	)		1,941
Income (loss) from discontinued operations, net of income taxes(2)		1			(101	)		168			—			68
Net income		2,009			2,206			2,429			(4,635	)		2,009
Other comprehensive loss		(169	)		(169	)		(143	)		312			(169	)
Comprehensive income	$	1,840		$	2,037		$	2,286		$	(4,323	)	$	1,840

(1)

TEGSA selling, general, and administrative expenses include losses of $80 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

(2)

Includes the internal allocation of gains and losses associated with the divestiture of our BNS business.

119

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Condensed Consolidating Statement of Operations
For the Fiscal Year Ended September 25, 2015

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	12,233		$	—		$	12,233
Cost of sales		—			—			8,146			—			8,146
Gross margin		—			—			4,087			—			4,087
Selling, general, and administrative expenses, net(1)		163			835			506			—			1,504
Research, development, and engineering expenses		—			—			627			—			627
Acquisition and integration costs		—			—			55			—			55
Restructuring and other charges, net		—			—			152			—			152
Operating income (loss)		(163	)		(835	)		2,747			—			1,749
Interest income		—			—			17			—			17
Interest expense		—			(135	)		(1	)		—			(136	)
Other expense, net		—			—			(55	)		—			(55	)
Equity in net income of subsidiaries		1,398			2,318			—			(3,716	)		—
Equity in net income of subsidiaries of discontinued operations		1,182			365			—			(1,547	)		—
Intercompany interest income (expense), net		3			50			(53	)		—			—
Income from continuing operations before income taxes		2,420			1,763			2,655			(5,263	)		1,575
Income tax expense		—			—			(337	)		—			(337	)
Income from continuing operations		2,420			1,763			2,318			(5,263	)		1,238
Income from discontinued operations, net of income taxes		—			817			365			—			1,182
Net income		2,420			2,580			2,683			(5,263	)		2,420
Other comprehensive loss		(356	)		(356	)		(368	)		724			(356	)
Comprehensive income	$	2,064		$	2,224		$	2,315		$	(4,539	)	$	2,064

(1)

TEGSA selling, general, and administrative expenses include losses of $846 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

120

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Condensed Consolidating Statement of Operations
For the Fiscal Year Ended September 26, 2014

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	11,973		$	—		$	11,973
Cost of sales		—			—			8,001			—			8,001
Gross margin		—			—			3,972			—			3,972
Selling, general, and administrative expenses, net(1)		131			1,877			(474	)		—			1,534
Research, development, and engineering expenses		—			—			583			—			583
Acquisition and integration costs		—			—			31			—			31
Restructuring and other charges, net		—			—			19			—			19
Operating income (loss)		(131	)		(1,877	)		3,813			—			1,805
Interest income		—			—			19			—			19
Interest expense		—			(126	)		(1	)		—			(127	)
Other income (expense), net		18			(3	)		48			—			63
Equity in net income of subsidiaries		1,729			3,672			—			(5,401	)		—
Equity in net income of subsidiaries of discontinued operations		167			167			—			(334	)		—
Intercompany interest income (expense), net		(2	)		63			(61	)		—			—
Income from continuing operations before income taxes		1,781			1,896			3,818			(5,735	)		1,760
Income tax expense		—			—			(146	)		—			(146	)
Income from continuing operations		1,781			1,896			3,672			(5,735	)		1,614
Income from discontinued operations, net of income taxes		—			—			167			—			167
Net income		1,781			1,896			3,839			(5,735	)		1,781
Other comprehensive loss		(320	)		(320	)		(328	)		648			(320	)
Comprehensive income	$	1,461		$	1,576		$	3,511		$	(5,087	)	$	1,461

(1)

TEGSA selling, general, and administrative expenses include losses of $1,874 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

121

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Condensed Consolidating Balance Sheet
As of September 30, 2016

	TE Connectivity Ltd.		TEGSA		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	647	$	—		$	647
Accounts receivable, net		—		—		2,046		—			2,046
Inventories		—		—		1,596		—			1,596
Intercompany receivables		37		1,314		48		(1,399	)		—
Prepaid expenses and other current assets		3		17		466		—			486
Total current assets		40		1,331		4,803		(1,399	)		4,775
Property, plant, and equipment, net		—		—		3,052		—			3,052
Goodwill		—		—		5,492		—			5,492
Intangible assets, net		—		—		1,879		—			1,879
Deferred income taxes		—		—		2,111		—			2,111
Investment in subsidiaries		10,053		19,425		—		(29,478	)		—
Intercompany loans receivable		22		3,739		10,313		(14,074	)		—
Receivable from Tyco International plc and Covidien plc		—		—		12		—			12
Other assets		—		14		273		—			287
Total Assets	$	10,115	$	24,509	$	27,935	$	(44,951	)	$	17,608
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt	$	—	$	330	$	1	$	—		$	331
Accounts payable		1		—		1,089		—			1,090
Accrued and other current liabilities		266		57		1,114		—			1,437
Deferred revenue		—		—		208		—			208
Intercompany payables		1,363		—		36		(1,399	)		—
Total current liabilities		1,630		387		2,448		(1,399	)		3,066
Long-term debt		—		3,737		2		—			3,739
Intercompany loans payable		—		10,314		3,760		(14,074	)		—
Long-term pension and postretirement liabilities		—		—		1,502		—			1,502
Deferred income taxes		—		—		207		—			207
Income taxes		—		—		247		—			247
Other liabilities		—		18		344		—			362
Total Liabilities		1,630		14,456		8,510		(15,473	)		9,123
Total Shareholders' Equity		8,485		10,053		19,425		(29,478	)		8,485
Total Liabilities and Shareholders' Equity	$	10,115	$	24,509	$	27,935	$	(44,951	)	$	17,608

122

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Condensed Consolidating Balance Sheet
As of September 25, 2015

	TE Connectivity Ltd.		TEGSA		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	3,329	$	—		$	3,329
Accounts receivable, net		—		—		2,120		—			2,120
Inventories		—		—		1,615		—			1,615
Intercompany receivables		813		389		66		(1,268	)		—
Prepaid expenses and other current assets		4		4		468		—			476
Deferred income taxes		—		—		345		—			345
Total current assets		817		393		7,943		(1,268	)		7,885
Property, plant, and equipment, net		—		—		2,920		—			2,920
Goodwill		—		—		4,824		—			4,824
Intangible assets, net		—		—		1,555		—			1,555
Deferred income taxes		—		—		2,144		—			2,144
Investment in subsidiaries		9,505		19,645		—		(29,150	)		—
Intercompany loans receivable		22		2,328		8,110		(10,460	)		—
Receivable from Tyco International plc and Covidien plc		—		—		964		—			964
Other assets		—		27		270		—			297
Total Assets	$	10,344	$	22,393	$	28,730	$	(40,878	)	$	20,589
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt	$	—	$	498	$	—	$	—		$	498
Accounts payable		2		—		1,141		—			1,143
Accrued and other current liabilities		442		75		1,232		—			1,749
Deferred revenue		—		—		185		—			185
Intercompany payables		311		824		133		(1,268	)		—
Total current liabilities		755		1,397		2,691		(1,268	)		3,575
Long-term debt		—		3,385		1		—			3,386
Intercompany loans payable		4		8,106		2,350		(10,460	)		—
Long-term pension and postretirement liabilities		—		—		1,327		—			1,327
Deferred income taxes		—		—		329		—			329
Income taxes		—		—		1,954		—			1,954
Other liabilities		—		—		433		—			433
Total Liabilities		759		12,888		9,085		(11,728	)		11,004
Total Shareholders' Equity		9,585		9,505		19,645		(29,150	)		9,585
Total Liabilities and Shareholders' Equity	$	10,344	$	22,393	$	28,730	$	(40,878	)	$	20,589

123

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Condensed Consolidating Statement of Cash Flows
For the Fiscal Year Ended September 30, 2016

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities(1)	$	(37	)	$	211		$	2,181		$	(336	)	$	2,019
Net cash used in discontinued operating activities		—			—			(97	)		—			(97	)
Net cash provided by (used in) operating activities		(37	)		211			2,084			(336	)		1,922
Cash Flows From Investing Activities:
Capital expenditures		—			—			(628	)		—			(628	)
Proceeds from sale of property, plant, and equipment		—			—			8			—			8
Acquisition of businesses, net of cash acquired		—			—			(1,336	)		—			(1,336	)
Proceeds from divestiture of business, net of cash retained by sold business		—			199			134			—			333
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations(2)		—			(120	)		101			—			(19	)
Intercompany distribution receipts(1)		1,082			1,729			—			(2,811	)		—
Change in intercompany loans		—			(1,244	)		—			1,244			—
Other		—			—			61			—			61
Net cash provided by (used in) investing activities		1,082			564			(1,660	)		(1,567	)		(1,581	)
Cash Flows From Financing Activities:
Changes in parent company equity(3)		410			300			(710	)		—			—
Net increase in commercial paper		—			330			—			—			330
Proceeds from issuance of debt		—			349			3			—			352
Repayment of debt		—			(500	)		(1	)		—			(501	)
Proceeds from exercise of share options		—			—			90			—			90
Repurchase of common shares		(2,780	)		—			(7	)		—			(2,787	)
Payment of common share dividends to shareholders		(513	)		—			4			—			(509	)
Intercompany distributions(1)		—			(1,250	)		(1,897	)		3,147			—
Loan activity with parent		1,838			—			(594	)		(1,244	)		—
Transfers to discontinued operations		—			—			(97	)		—			(97	)
Other		—			(4	)		(1	)		—			(5	)
Net cash used in continuing financing activities		(1,045	)		(775	)		(3,210	)		1,903			(3,127	)
Net cash provided by discontinued financing activities		—			—			97			—			97
Net cash used in financing activities		(1,045	)		(775	)		(3,113	)		1,903			(3,030	)
Effect of currency translation on cash		—			—			7			—			7
Net decrease in cash and cash equivalents		—			—			(2,682	)		—			(2,682	)
Cash and cash equivalents at beginning of fiscal year		—			—			3,329			—			3,329
Cash and cash equivalents at end of fiscal year	$	—		$	—		$	647		$	—			647

(1)

During fiscal 2016, other subsidiaries made distributions to TEGSA in the amount of $1,897 million and TEGSA made distributions to TE Connectivity Ltd. in the amount of $1,250 million. Cash flows are presented based upon the nature of the distributions.

(2)

Includes the internal allocation of proceeds between TEGSA and other subsidiaries associated with the divestiture of our BNS business.

(3)

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

124

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Condensed Consolidating Statement of Cash Flows
For the Fiscal Year Ended September 25, 2015

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by continuing operating activities(1)	$	1,186		$	1,270		$	1,824		$	(2,661	)	$	1,619
Net cash provided by discontinued operating activities		—			—			294			—			294
Net cash provided by operating activities		1,186			1,270			2,118			(2,661	)		1,913
Cash Flows From Investing Activities:
Capital expenditures		—			—			(600	)		—			(600	)
Proceeds from sale of property, plant, and equipment		—			—			17			—			17
Acquisition of businesses, net of cash acquired		—			—			(1,725	)		—			(1,725	)
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations		—			709			2,248			—			2,957
Change in intercompany loans		—			(1,304	)		—			1,304			—
Other		—			—			12			—			12
Net cash provided by (used in) continuing investing activities		—			(595	)		(48	)		1,304			661
Net cash used in discontinued investing activities		—			—			(25	)		—			(25	)
Net cash provided by (used in) investing activities		—			(595	)		(73	)		1,304			636
Cash Flows From Financing Activities:
Changes in parent company equity(2)		80			624			(704	)		—			—
Net decrease in commercial paper		—			(328	)		—			—			(328	)
Proceeds from issuance of debt		—			617			—			—			617
Repayment of debt		—			(250	)		(223	)		—			(473	)
Proceeds from exercise of share options		—			—			103			—			103
Repurchase of common shares		(916	)		—			(107	)		—			(1,023	)
Payment of common share dividends to shareholders		(515	)		—			13			—			(502	)
Intercompany distributions(1)		—			(1,335	)		(1,326	)		2,661			—
Loan activity with parent		165			—			1,139			(1,304	)		—
Transfers from discontinued operations		—			—			269			—			269
Other		—			(4	)		4			—			—
Net cash used in continuing financing activities		(1,186	)		(676	)		(832	)		1,357			(1,337	)
Net cash used in discontinued financing activities		—			—			(269	)		—			(269	)
Net cash used in financing activities		(1,186	)		(676	)		(1,101	)		1,357			(1,606	)
Effect of currency translation on cash		—			—			(71	)		—			(71	)
Net increase (decrease) in cash and cash equivalents		—			(1	)		873			—			872
Cash and cash equivalents at beginning of fiscal year		—			1			2,456			—			2,457
Cash and cash equivalents at end of fiscal year	$	—		$	—		$	3,329		$	—		$	3,329

(1)

During fiscal 2015, other subsidiaries made distributions to TEGSA in the amount of $1,326 million and TEGSA made distributions to TE Connectivity Ltd. in the amount of $1,335 million. Cash flows are presented based upon the nature of the distributions.

(2)

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

125

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Condensed Consolidating Statement of Cash Flows
For the Fiscal Year Ended September 26, 2014

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities(1)	$	(296	)	$	1,829		$	2,153		$	(1,882	)	$	1,804
Net cash provided by discontinued operating activities		—			—			279			—			279
Net cash provided by (used in) operating activities		(296	)		1,829			2,432			(1,882	)		2,083
Cash Flows From Investing Activities:
Capital expenditures		—			—			(635	)		—			(635	)
Proceeds from sale of property, plant, and equipment		—			—			129			—			129
Acquisition of businesses, net of cash acquired		—			—			(522	)		—			(522	)
Proceeds from divestiture of business, net of cash retained by sold business		—			—			3			—			3
Intercompany distribution receipts(1)		—			99			—			(99	)		—
Change in intercompany loans		—			347			—			(347	)		—
Other		—			—			(13	)		—			(13	)
Net cash provided by (used in) continuing investing activities		—			446			(1,038	)		(446	)		(1,038	)
Net cash used in discontinued investing activities		—			—			(37	)		—			(37	)
Net cash provided by (used in) investing activities		—			446			(1,075	)		(446	)		(1,075	)
Cash Flows From Financing Activities:
Changes in parent company equity(2)		67			(3,259	)		3,192			—			—
Net decrease in commercial paper		—			(23	)		—			—			(23	)
Proceeds from issuance of debt		—			1,322			—			—			1,322
Repayment of debt		—			(303	)		(57	)		—			(360	)
Proceeds from exercise of share options		—			—			156			—			156
Repurchase of common shares		(127	)		—			(451	)		—			(578	)
Payment of common share dividends to shareholders		(452	)		—			9			—			(443	)
Intercompany distributions(1)		—			—			(1,981	)		1,981			—
Loan activity with parent		808			—			(1,155	)		347			—
Transfers from discontinued operations		—			—			242			—			242
Other		—			(11	)		2			—			(9	)
Net cash provided by (used in) continuing financing activities		296			(2,274	)		(43	)		2,328			307
Net cash used in discontinued financing activities		—			—			(242	)		—			(242	)
Net cash provided by (used in) financing activities		296			(2,274	)		(285	)		2,328			65
Effect of currency translation on cash		—			—			(19	)		—			(19	)
Net increase in cash and cash equivalents		—			1			1,053			—			1,054
Cash and cash equivalents at beginning of fiscal year		—			—			1,403			—			1,403
Cash and cash equivalents at end of fiscal year	$	—		$	1		$	2,456		$	—		$	2,457

(1)

During fiscal 2014, other subsidiaries made distributions to TEGSA in the amount of $1,981 million. Cash flows are presented based upon the nature of the distributions.

(2)

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

126

TE CONNECTIVITY LTD.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014

Description	Balance at Beginning of Year		Additions Charged to Costs and Expenses		Acquisitions, Divestitures, and Other		Deductions			Balance at End of Year
	(in millions)
Fiscal 2016:
Allowance for doubtful accounts receivable	$	18	$	—	$	1	$	(2	)	$	17
Valuation allowance on deferred tax assets		3,237		283		1		(425	)		3,096
Fiscal 2015:
Allowance for doubtful accounts receivable	$	14	$	2	$	3	$	(1	)	$	18
Valuation allowance on deferred tax assets		1,706		1,627		1		(97	)		3,237
Fiscal 2014:
Allowance for doubtful accounts receivable	$	29	$	2	$	—	$	(17	)	$	14
Valuation allowance on deferred tax assets		1,801		285		—		(380	)		1,706

127

EX-10.5

Exhibit 10.5

TE CONNECTIVITY LTD.

2007 STOCK AND INCENTIVE PLAN

(AMENDED AND RESTATED AS OF SEPTEMBER 16, 2014)

ARTICLE I

PURPOSE

1.1  Purpose.  The purposes of this TE Connectivity Ltd. 2007 Stock and Incentive Plan (Amended and Restated as of September 16, 2014) (the “Plan”) are to promote the interests of TE Connectivity Ltd. (and any successor thereto) by (i) aiding in the recruitment and retention of Directors and Employees, (ii) providing incentives to such Directors and Employees by means of performance-related incentives to achieve short-term and long-term performance goals, (iii) providing Directors and Employees an opportunity to participate in the growth and financial success of the Company, and (iv) promoting the growth and success of the Company’s business by aligning the financial interests of Directors and Employees with that of the other stockholders of the Company. Toward these objectives, the Plan provides for the grant of Stock Options, Stock Appreciation Rights, Annual Performance Bonuses, Long Term Performance Awards and other Stock-Based Awards.

1.2  Effective Dates; Shareholder Approval.  The Plan was originally effective June 29, 2007, the date of the dividend distribution of TE Connectivity Ltd. shares to the Tyco International Ltd. shareholders of record on the distribution date. The Plan was approved by the TE Connectivity Ltd. Board of Directors on June 4, 2007 and adopted by Tyco International Ltd., as the Company’s sole shareholder, on June 4, 2007. An amendment and restatement to the Plan to ensure its compliance with Section 409A of the Code and to make certain other clarifying changes was adopted by the Board of Directors of the Company on January 13, 2009 and approved by the Company’s shareholders on June 22, 2009. In order to provide for the issuance of additional shares under the Plan, an amended and restated Plan was adopted by the Board of Directors of the Company on November 17, 2009 and was approved by the Company’s shareholders on March 10, 2010. The Plan was further amended and restated on September 29, 2010. In order to provide for the issuance of additional shares under the Plan, an amended and restated Plan was adopted by the Board of Directors of the Company on November 15, 2011 and was approved by the Company’s shareholders on March 17, 2012.  This amended and restated Plan was adopted by the Board of Directors of the Company on September 16, 2014 for the purpose of adding certain administrative amendments.  This Plan document also includes amendments approved by the Board on December 2, 2015.

ARTICLE II

DEFINITIONS

For purposes of the Plan, the following terms have the following meanings, unless another definition is clearly indicated by particular usage and context:

“Acquired Company” means any business, corporation or other entity acquired by the Company or any Subsidiary.

“Acquired Grantee” means the grantee of a stock-based award of an Acquired Company and may include a current or former Director of an Acquired Company.

“Annual Performance Bonus” means an Award of cash or Shares granted under Section 4.4 of the Plan that is paid solely on account of the attainment of a specified performance target in relation to one or more Performance Measures.

“Award” means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to any terms and conditions that the Committee may establish and set forth in the applicable Award Certificate. Awards granted under the Plan may consist of:

(a)           “Stock Options” awarded pursuant to Section 4.3;

(b)           “Stock Appreciation Rights” awarded pursuant to Section 4.3;

(c)           “Annual Performance Bonuses” awarded pursuant to Section 4.4;

(d)           “Long Term Performance Awards” awarded pursuant to Section 4.5;

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(e)           “Other Stock-Based Awards” awarded pursuant to Section 4.6;

(f)            “Director Awards” awarded pursuant to Section 4.7; and

(g)           “Substitute Awards” awarded pursuant to Section 4.8.

“Award Certificate” means the document issued, either in writing or an electronic medium, by the Committee or its designee to a Participant evidencing the grant of an Award.

“Board” means the Board of Directors of the Company.

“Cause” means misconduct that is willfully or wantonly harmful to the Company or any of its Subsidiaries, monetarily or otherwise, including, without limitation, conduct that violates the Company’s Code of ethical Conduct.

“Change in Control” means the first to occur of any of the following events:

(a)           any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act, excluding for this purpose, (i) the Company or any Subsidiary or (ii) any employee benefit plan of the Company or any Subsidiary (or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan that acquires beneficial ownership of voting securities of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than 30 percent of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or

(b)           persons who, as of the Effective Date constitute the Board (the “Incumbent Directors”) cease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided that any person becoming a Director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50 percent of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(c)           consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80 percent of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own directly or indirectly more than 50 percent of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or

(d)           consummation of a complete liquidation or dissolution of the Company;

provided, however, that if and to the extent that any provision of this Plan or an Award Certificate would cause a payment of deferred compensation that is subject to Code Section 409A(a)(2) to be made upon the occurrence of a “Change in Control,” or would change the timing and/or form of any payment of deferred compensation that is subject to Code Section 409A(a)(2) upon a specified date or event occurring after a “Change in Control” or upon a “Change in Control Termination,” then such payment shall not be made, or such change in timing or form of payment shall not occur, unless such “Change in Control” is also a “change in ownership or effective control” of the Company within the meaning of Code

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Section 409A(2)(A)(v) and applicable regulations and rulings thereunder and such payment, or such associated date or event, occurs no later than two years after the date of such “Change in Control.”

“Change in Control Termination” means a Participant’s involuntary termination of employment that occurs during the 12 month period immediately following a Change in Control. For this purpose, a Participant’s involuntary termination of employment includes only the following:

(a)           termination of the Participant’s employment by the Company for any reason other than for Cause, Disability or death;

(b)           termination of the Participant’s employment by the Participant after one of the following events, provided that the Participant’s termination of employment occurs within one hundred and eighty (180) days after the occurrence of any such event:

i.              the Company (1) assigns or causes to be assigned to the Participant duties inconsistent in any material respect with his or her position as in effect immediately prior to the Change in Control; (2) makes or causes to be made any material adverse change in the Participant’s position, authority, duties or responsibilities; or (3) takes or causes to be taken any other action which, in the reasonable judgment of the Participant, would cause him or her to violate his or her ethical or professional obligations (after written notice of such judgment has been provided by the Participant to the Company and the Company has been given a 15-day period within which to cure such action), or which results in a significant diminution in such position, authority, duties or responsibilities; or

ii.             the Company, without the Participant’s consent, (1) requires the Participant to relocate to a principal place of employment more than fifty (50) miles from his or her existing place of employment; or (2) reduces the Participant’s base salary, annual bonus, or retirement, welfare, stock incentive, perquisite (if any) and other benefits taken as a whole.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Committee” means the Management Development and Compensation Committee of the Board or any successor committee or subcommittee of the Board, which committee is comprised solely of two or more persons who are outside directors within the meaning of Section 162(m)(4)(C)(i) of the Code and the applicable regulations and nonemployee directors within the meaning of Rule 16b-3(b)(3) under the Exchange Act.

“Common Stock” means the common stock of the Company, $.20 (U.S.) par value, and such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 5.3 of the Plan.

“Company” means TE Connectivity Ltd., a Swiss company, or any successor thereto.

“Deferred Stock Unit” means a Unit granted under Section 4.6 to acquire Shares upon Termination of Directorship or Termination of Employment, subject to any restrictions that the Committee, in its discretion, may determine.

“Director” means a member of the Board who is a “non-employee director” within the meaning of Rule 16b-3(b)(3) under the Exchange Act.

“Director Shares” means the award of fully-vested Shares to a Director under Section 4.6 as part of the Director’s annual compensation, or under such circumstances as are deemed appropriate by the Board.

“Disabled” or “Disability” means the inability of the Director or Employee to perform the material duties pertaining to such Director’s directorship or such Employee’s employment due to a physical or mental injury, infirmity or incapacity for 180 days (including weekends and holidays) in any 365-day period. The existence or nonexistence of a Disability shall be determined by an independent physician selected by the Company and reasonably acceptable to the Director or Employee. Notwithstanding the above, if and to the extent that any provision of this Plan or an Award Certificate would cause a payment of deferred compensation that is subject to Code Section 409A(a)(2) to be made upon the occurrence of a “Disability” or upon a person becoming “Disabled,” or would cause a change in the timing or form of payment of such deferred compensation upon the occurrence of a “Disability” or upon a person becoming “Disabled,” then such payment shall not be made, or such change in timing

3

or form of payment shall not occur, unless such “Disability” or condition of being “Disabled” satisfies the requirements of Code Section 409A(2)(C) and applicable regulations and rulings thereunder.

“Dividend Equivalent” means an amount equal to the cash dividend or the Fair Market Value of the stock dividend that would be paid on each Share underlying an Award if the Share were duly issued and outstanding on the date on which the dividend is payable. Dividend Equivalents will not be awarded in connection with stock option or Stock Appreciation Rights Awards.

“Effective Date” means September 16, 2014. The original effective date of the TE Connectivity Ltd. Stock and Incentive Plan was, June 29, 2007, the date of the dividend distribution of TE Connectivity Ltd. shares to the Tyco International Ltd. shareholders of record on the distribution date.

“Employee” means any individual who performs services as an officer or employee of the Company or a Subsidiary.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Exercise Price” means the price of a Share, as fixed by the Committee, which may be purchased under a Stock Option or with respect to which the amount of any payment pursuant to a Stock Appreciation Right is determined.

“Fair Market Value” of a Share means the closing sales price on the New York Stock Exchange on the date as of which the determination of Fair Market Value is being made or, if no sale is reported for such day, on the next preceding day on which a sale of Shares was reported. Notwithstanding anything to the contrary herein, the Fair Market Value of a Share will in no event be determined to be less than par value.

“Fair Market Value Stock Option” means a Stock Option the Exercise Price of which is fixed by the Committee at a price equal to the Fair Market Value of a Share on the date of grant.

“GAAP” means United States generally accepted accounting principles.

“Incentive Stock Option” means a Stock Option granted under Section 4.3 of the Plan that meets the requirements of Section 422 of the Code and any related regulations and is designated in the Award Certificate to be an Incentive Stock Option.

“Key Employee” means an Employee who is a “covered employee” within the meaning of Section 162(m)(3) of the Code.

“Long Term Performance Award” means an Award granted under Section 4.5 of the Plan that is paid solely on account of the attainment of a specified performance target in relation to one or more Performance Measures or other performance criteria as selected in the discretion of the Committee.

“Non-Employee Director” means any member of the Board, elected or appointed, who is not otherwise an Employee of the Company or a Subsidiary. An individual who is elected to the Board at an annual meeting of the stockholders of the Company will be deemed to be a member of the Board as of the date of the meeting.

“Nonqualified Stock Option” means any Stock Option granted under Section 4.3 of the Plan that is not an Incentive Stock Option.

“Participant” means a Director, Employee or Acquired Grantee who has been granted an Award under the Plan.

“Performance Cycle” means, with respect to any Award that vests based on Performance Measures, the period of 12 months or longer over which the level of performance will be assessed. The first Performance Cycle under the Plan will begin on such date as is set by the Committee, in its discretion.

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“Performance Measure” means, with respect to any Annual Performance Bonus or Long Term Performance Award, the business criteria selected by the Committee to measure the level of performance of the Company during the Performance Cycle. The Committee may select as the Performance Measure for a Performance Cycle any one or combination of the following Company measures, as interpreted by the Committee, which measures (to the extent applicable) will be determined in accordance with GAAP:

(a)           Net operating profit after taxes;

(b)           Net operating profit after taxes, per Share;

(c)           Return on invested capital;

(d)           Return on assets or net assets;

(e)           Total shareholder return;

(f)            Relative total shareholder return (as compared with a peer group of the Company);

(g)           Earnings before income taxes;

(h)           Earnings per Share;

(i)            Net income;

(j)            Free cash flow;

(k)           Free cash flow per Share;

(l)            Revenue (or any component thereof); or

(m)          Revenue growth.

“Performance Unit” means a Long Term Performance Award denominated in dollar Units.

“Plan” means the TE Connectivity Ltd. 2007 Stock and Incentive Plan (Amended and Restated as of September 16, 2014), as it may be amended from time to time.

“Premium-Priced Stock Option” means a Stock Option the Exercise Price of which is fixed by the Committee at a price that exceeds the Fair Market Value of a Share on the date of grant.

“Reporting Person” means a Director or an Employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act.

“Restricted Stock” means Shares issued pursuant to Section 4.6 that are subject to any restrictions that the Committee, in its discretion, may impose.

“Restricted Unit” means a Unit granted under Section 4.6 to acquire Shares or an equivalent amount in cash, which Unit is subject to any restrictions that the Committee, in its discretion, may impose.

“Retirement” means Termination of Employment on or after a Participant has attained age fifty-five (55) and has completed at least five years of service with the Company and its Subsidiaries.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Share” means a share of Common Stock.

“Stock Appreciation Right” means a right granted under Section 4.3 of the Plan to an amount in cash or Shares equal to any difference between the Fair Market Value of the Shares as of the date on which the right is exercised and the Exercise Price, where the amount of Shares attributable to each Stock Appreciation Right is set forth on or before the grant date.

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“Stock-Based Award” means an Award granted under Section 4.6 of the Plan and denominated in Shares.

“Stock Option” means a right granted under Section 4.3 of the Plan to purchase from the Company a stated number of Shares at a specified price. Stock Options awarded under the Plan may be in the form of Incentive Stock Options or Nonqualified Stock Options.

“Subsidiary” means a subsidiary company (wherever incorporated) of the Company; provided, that in the case of any Award that provides deferred compensation subject to Code Section 409A, “Subsidiary” shall not include any subsidiary company as defined above unless such company is within a controlled group of corporations with the Company as defined in Code Sections 1563(a)(1), (2) and (3) where the phrase “at least 50%” is substituted in each place “at least 80%” appears or is with the Company part of a group of trades or businesses under common control as defined in Code Section 414(c) and Treas. Reg. § 1.414(c)-2 where the phrase “at least 50%” is substituted in each place “at least 80%” appears, provided, however, that when the relevant determination is to be based upon legitimate business criteria (as described in Treas. Reg. § 1.409A-1(b)(5)(iii)(E) and § 1.409A-1(h)(3)), the phrase “at least 20%” shall be substituted in each place “at least 50%” appears as described above with respect to both a controlled group of corporations and trades or business under common control.

“Target Amount” means the amount of Performance Units that will be paid if the Performance Measure is fully (100%) attained, as determined by the Committee.

“Target Vesting Percentage” means the percentage of performance- based Restricted Units or Shares of Restricted Stock that will vest if the Performance Measure is fully (100%) attained, as determined by the Committee.

“Termination of Directorship” means the date of cessation of a Director’s membership on the Board for any reason, with or without Cause, as determined by the Company; provided, that if and to the extent that any provision of this Plan or an Award Certificate would cause a payment of deferred compensation that is subject to Code Section 409A(a)(2) to be made upon the occurrence of a Termination of Directorship or would change the timing and/or form of any payment of deferred compensation that is subject to Code Section 409A(a)(2) upon a person’s Termination of Directorship, then such payment shall not be made, or such change in timing and/or form of payment shall not occur, unless such Termination of Directorship would be deemed a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and applicable regulations and rulings thereunder, and shall not include any services provided in the capacity of an employee or otherwise.

“Termination of Employment” means the date of cessation of an Employee’s employment relationship with the Company or a Subsidiary for any reason, with or without Cause, as determined by the Company; provided, that if and to the extent that any provision of this Plan or an Award Certificate would cause a payment of deferred compensation that is subject to Code Section 409A(a)(2) to be made upon the occurrence of a Termination of Employment or would change the timing and/or form of any payment of deferred compensation that is subject to Code Section 409A(a)(2) upon a person’s Termination of Employment, then such payment shall not be made or such change in timing and/or form of payment shall not occur, unless such Termination of Employment would be deemed a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and applicable regulations and rulings thereunder. Effective December 2, 2015, for purposes of the Plan, a Termination of Employment will not be deemed to have occurred in the case of an Employee who has terminated the employment relationship with the Company but continues to provide services to the Company as a member of the Board in a non-executive board position.  In such case, the Employee’s termination date for purposes of the vesting, exercise and other applicable provisions of the Plan shall mean the Termination of Directorship.

“Unit” means, for purposes of Performance Units, the potential right to an Award equal to a specified amount denominated in such form as is deemed appropriate in the discretion of the Committee and, for purposes of Restricted Units or Deferred Stock Units, the potential right to acquire one Share.

ARTICLE III

ADMINISTRATION

3.1  Committee.  The Plan will be administered by the Committee.

3.2  Authority of the Committee.  The Committee or, to the extent required by applicable law, the Board will have the authority, in its sole and absolute discretion and subject to the terms of the Plan, to:

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(a)           Interpret and administer the Plan and any instrument or agreement relating to the Plan;

(b)           Prescribe the rules and regulations that it deems necessary for the proper operation and administration of the Plan, and amend or rescind any existing rules or regulations relating to the Plan;

(c)           Select Employees to receive Awards under the Plan;

(d)           Determine the form of an Award, the number of Shares subject to each Award, all the terms and conditions of an Award, including, without limitation, the conditions on exercise or vesting, the designation of Stock Options as Incentive Stock Options or Nonqualified Stock Options, and the circumstances in which an Award may be settled in cash or Shares or may be cancelled, forfeited or suspended, and the terms of the Award Certificate;

(e)           Determine whether Awards will be granted singly, in combination or in tandem;

(f)            Establish and interpret Performance Measures (or, as applicable, other performance criteria) in connection with Annual Performance Bonuses and Long Term Performance Awards, evaluate the level of performance over a Performance Cycle and certify the level of performance attained with respect to Performance Measures (or other performance criteria, as applicable);

(g)           Except as provided in Section 6.1, waive or amend any terms, conditions, restrictions or limitations on an Award, except that the prohibition on the repricing of Stock Options and Stock Appreciation Rights, as described in Section 4.3(g), may not be waived and further provided that any such waiver or amendment shall either comply with the requirements of Section 409A or preserve any exemption from the application of Code Section 409A;

(h)           Make any adjustments to the Plan (including but not limited to adjustment of the number of Shares available under the Plan or any Award) and any Award granted under the Plan as may be appropriate pursuant to Section 5.3;

(i)            Determine and set forth in the applicable Award Certificate the circumstances under which Awards may be deferred and the extent to which a deferral will be credited with Dividend Equivalents and interest thereon;

(j)            Determine whether a Nonqualified Stock Option or Restricted Share may be transferable to family members, a family trust or a family partnership;

(k)           Establish any subplans and make any modifications to the Plan or to Awards made hereunder (including the establishment of terms and conditions not otherwise inconsistent with the terms of the Plan) that the Committee may determine to be necessary or advisable for grants made in countries outside the United States to comply with, or to achieve favorable tax treatment under, applicable foreign laws or regulations;

(l)            Appoint such agents as it shall deem appropriate for proper administration of the Plan; and

(m)          Take any and all other actions it deems necessary or advisable for the proper operation or administration of the Plan.

3.3  Effect of Determinations.  All determinations of the Committee will be final, binding and conclusive on all persons having an interest in the Plan.

3.4  Delegation of Authority.  The Board or, if permitted under applicable corporate law, the Committee, in its discretion and consistent with applicable law and regulations, may delegate to the Chief Executive Officer of the Company or any other officer or group of officers as it deems to be advisable, the authority to select Employees to receive an Award and to determine the number of Shares under any such Award, subject to any terms and conditions that the Board or the Committee may establish. When the Board or the Committee delegates authority pursuant to the foregoing sentence, it will limit, in its discretion, the number of Shares or aggregate value that may be subject to Awards that the delegate may grant. Only the Committee will have authority to grant and administer Awards to Directors, Key Employees and other Reporting Persons or to delegates of the Committee, and to establish and certify Performance Measures.

7

3.5  Employment of Advisors.  The Committee may employ attorneys, consultants, accountants and other advisors, and the Committee, the Company and the officers and directors of the Company may rely upon the advice, opinions or valuations of the advisors employed.

3.6  No Liability.  No member of the Committee or any person acting as a delegate of the Committee with respect to the Plan will be liable for any losses resulting from any action, interpretation or construction made in good faith with respect to the Plan or any Award granted under the Plan.

ARTICLE IV

AWARDS

4.1  Eligibility.  All Participants and Employees are eligible to be designated to receive Awards granted under the Plan, except as otherwise provided in this Article IV.

4.2  Form of Awards.  Awards will be in the form determined by the Committee, in its discretion, and will be evidenced by an Award Certificate. Awards may be granted singly or in combination or in tandem with other Awards.

4.3  Stock Options and Stock Appreciation Rights.  The Committee may grant Stock Options and Stock Appreciation Rights under the Plan to those Employees whom the Committee may from time to time select, in the amounts and pursuant to the other terms and conditions that the Committee, in its discretion, may determine and set forth in the Award Certificate, subject to the provisions below:

(a)  Form.  Stock Options granted under the Plan will, at the discretion of the Committee and as set forth in the Award Certificate, be in the form of Incentive Stock Options, Nonqualified Stock Options or a combination of the two. If an Incentive Stock Option and a Nonqualified Stock Option are granted to the same Participant under the Plan at the same time, the form of each will be clearly identified, and they will be deemed to have been granted in separate grants. In no event will the exercise of one Award affect the right to exercise the other Award. Stock Appreciation Rights may be granted either alone or in connection with concurrently or previously granted Nonqualified Stock Options.

(b)  Exercise Price.  The Committee will set the Exercise Price of Fair Market Value Stock Options or Stock Appreciation Rights granted under the Plan at a price that is equal to the Fair Market Value of a Share on the date of grant, subject to adjustment as provided in Section 5.3. The Committee will set the Exercise Price of Premium-Priced Stock Options at a price that is higher than the Fair Market Value of a Share as of the date of grant, provided that such price is no higher than 150 percent of such Fair Market Value. The Exercise Price of Incentive Stock Options will be equal to or greater than 110 percent of the Fair Market Value of a Share as of the date of grant if the Participant receiving the Stock Options owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any subsidiary or parent corporation of the Company, as defined in Section 424 of the Code. The Exercise Price of a Stock Appreciation Right granted in tandem with a Stock Option will equal the Exercise Price of the related Stock Option. The Committee will set forth the Exercise Price of a Stock Option or Stock Appreciation Right in the Award Certificate. Stock Options granted under the Plan will, at the discretion of the Committee and as set forth in the Award Certificate, be Fair Market Value Stock Options, Premium-Priced Stock Options or a combination of Fair Market Value Stock Options and Premium- Priced Stock Options.

(c)  Term and Timing of Exercise.  Each Stock Option or Stock Appreciation Right granted under the Plan will be exercisable in whole or in part, subject to the following conditions, unless determined otherwise by the Committee:

(i)            The Committee will determine and set forth in the Award Certificate the date on which any Award of Stock Options or Stock Appreciation Rights to a Participant may first be exercised. Unless the applicable Award Certificate provides otherwise, a Stock Option or Stock Appreciation Right will become exercisable in equal annual installments over a period of four years beginning immediately after the date on which the Stock Option or Stock Appreciation Right was granted. The right to exercise a Stock Option or Stock Appreciation Right will lapse no later than 10 years after the date of grant, except to the extent necessary to comply with applicable laws outside of the United States or to preserve the tax advantages of the Award outside the United States.

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(ii)           Unless the applicable Award Certificate provides otherwise, upon the death or Disability of a Participant who has outstanding Stock Options or Stock Appreciation Rights, the unvested Stock Options or Stock Appreciation Rights will vest. Unless the applicable Award Certificate provides otherwise, the Participant’s Stock Options and Stock Appreciation Rights will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is three years after the date on which the Participant dies or incurs a Disability.

(iii)          Unless the applicable Award Certificate provides otherwise, upon the Retirement of a Participant, a pro rata portion of the Participant’s Stock Options and Stock Appreciation Rights will vest so that the total number of vested Stock Options or Stock Appreciation Rights held by the Participant at Termination of Employment (including those that have already vested as of such date) will be equal to (A) the total number of Stock Options or Stock Appreciation Rights originally granted to the Participant under each Award multiplied by (ii) a fraction, the numerator of which is the period of time (in whole months) that have elapsed since the date of grant, and the denominator of which is four years (or such other applicable vesting term as is set forth in the Award Certificate). Unless the Award Certificate provides otherwise, such Participant’s Stock Options and Stock Appreciation Rights will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is three years after the date of Termination of Employment.

(iv)          Upon the Termination of Employment of a Participant that does not meet the requirements of paragraphs (ii) or (iii) above, or as otherwise provided in Section 5.4 (Change in Control), any unvested Stock Options or Stock Appreciation Rights will be forfeited unless the Award Certificate provides otherwise. Any Stock Options or Stock Appreciation Rights that are vested as of such Termination of Employment will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is ninety (90) days after the date of such Termination of Employment unless the Award Certificate provides otherwise.

(v)           Stock Options and Stock Appreciation Rights of a deceased Participant may be exercised only by the estate of the Participant or by the person given authority to exercise the Stock Options or Stock Appreciation Rights by the Participant’s will or by operation of law. If a Stock Option or Stock Appreciation Right is exercised by the executor or administrator of a deceased Participant, or by the person or persons to whom the Stock Option or Stock Appreciation Right has been transferred by the Participant’s will or the applicable laws of descent and distribution, the Company will be under no obligation to deliver Shares or cash until the Company is satisfied that the person exercising the Stock Option or Stock Appreciation Right is the duly appointed executor or administrator of the deceased Participant or the person to whom the Stock Option or Stock Appreciation Right has been transferred by the Participant’s will or by applicable laws of descent and distribution.

(vi)          A Stock Appreciation Right granted in tandem with a Stock Option is subject to the same terms and conditions as the related Stock Option and will be exercisable only to the extent that the related Stock Option is exercisable.

(d)  Payment of Exercise Price.  The Exercise Price of a Stock Option must be paid in full when the Stock Option is exercised. Stock certificates will be registered and delivered only upon receipt of payment. Payment of the Exercise Price may be made in cash or by certified check, bank draft, wire transfer, or postal or express money order, provided that the format is approved by the Company or a designated third-party administrator. The Committee, in its discretion may also allow payment to be made by any of the following methods, as set forth in the Award Certificate:

(i)            Delivering a properly executed exercise notice to the Company or its agent, together with irrevocable instructions to a broker to deliver to the Company, within the typical settlement cycle for the sale of equity securities on the relevant trading market (or otherwise in accordance with the provisions of Regulation T issued by the Federal Reserve Board), the amount of sale proceeds with respect to the portion of the Shares to be acquired having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the Exercise Price being so paid;

(ii)           Tendering (actually or by attestation) to the Company previously acquired Shares that have been held by the Participant for at least six months, subject to paragraph (iv), and that have a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the Exercise Price

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being so paid, provided that the Board has specifically approved the repurchase of such Shares (unless such approval is not required by the terms of the bye-laws of the Company) and the Committee has determined that, as of the date of repurchase, the Company is, and after the repurchase will continue to be, able to pay its liabilities as they become due; or

(iii)          Provided such payment method has been expressly authorized by the Board or the Committee in advance and subject to any requirements of applicable law and regulations, instructing the Company to reduce the number of Shares that would otherwise be issued by such number of Shares as have in the aggregate a Fair Market Value on the date of exercise equal to the applicable portion of the Exercise Price being so paid.

(iv)          The Committee, in consideration of applicable accounting standards, may waive any holding period on Shares required to tender pursuant to clause (ii).

(e)  Incentive Stock Options.  Incentive Stock Options granted under the Plan will be subject to the following additional conditions, limitations and restrictions:

(i)            Eligibility.  Incentive Stock Options may be granted only to Employees of the Company or a Subsidiary that is a subsidiary or parent corporation of the Company, within the meaning of Section 424 of the Code.

(ii)           Timing of Grant.  No Incentive Stock Option will be granted under the Plan after the 10-year anniversary of the date on which the Plan is adopted by the Board or, if earlier, the date on which the Plan is approved by the Company’s stockholders.

(iii)          Amount of Award.  Subject to Section 5.3 of the Plan, no more than 10 million Shares may be available for grant in the form of Incentive Stock Options. The aggregate Fair Market Value (as of the date of grant) of the Shares with respect to which the Incentive Stock Options awarded to any Employee first become exercisable during any calendar year may not exceed $100,000 (U.S.). For purposes of this $100,000 (U.S.) limit, the Employee’s Incentive Stock Options under this Plan and all other plans maintained by the Company and its Subsidiaries will be aggregated. To the extent any Incentive Stock Option would exceed the $100,000 (U.S.) limit, the Incentive Stock Option will afterwards be treated as a Nonqualified Stock Option for all purposes to the extent required by the Code and underlying regulations and rulings.

(iv)          Timing of Exercise.  If the Committee exercises its discretion in the Award Certificate to permit an Incentive Stock Option to be exercised by a Participant more than three months after the Participant has ceased being an Employee (or more than 12 months if the Participant is permanently and totally disabled, within the meaning of Section 22(e) of the Code), the Incentive Stock Option will afterwards be treated as a Nonqualified Stock Option to the extent required by the Code and underlying regulations and rulings. For purposes of this paragraph (iv), an Employee’s employment relationship will be treated as continuing intact while the Employee is on military leave, sick leave or another approved leave of absence if the period of leave does not exceed 90 days, or a longer period to the extent that the Employee’s right to reemployment with the Company or a Subsidiary is guaranteed by statute or by contract. If the period of leave exceeds 90 days and the Employee’s right to reemployment is not guaranteed by statute or contract, the employment relationship will be deemed to have ceased on the 91st day of the leave.

(v)           Transfer Restrictions.  In no event will the Committee permit an Incentive Stock Option to be transferred by an Employee other than by will or the laws of descent and distribution, and any Incentive Stock Option awarded under this Plan will be exercisable only by the Employee during the Employee’s lifetime.

(f)  Exercise of Stock Appreciation Rights.  Upon exercise of a Participant’s Stock Appreciation Rights, the Company will pay cash or Shares or a combination of cash and Shares, in the discretion of the Committee and as described in the Award Certificate. Cash payments will be equal to the excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price, for each Share for which a Stock Appreciation Right was exercised. If Shares are paid for the Stock Appreciation Right, the Participant will receive a number of whole Shares equal to the quotient of the cash payment amount divided by the Fair Market Value of a Share on the date of exercise.

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(g)  No Repricing.  Except as otherwise provided in Section 5.3, in no event will the Committee (i) decrease the Exercise Price of a Stock Option or Stock Appreciation Right after the date of grant or (ii) cancel outstanding Stock Options or Stock Appreciation Rights in exchange for a cash payment or for a grant of replacement Stock Options or Stock Appreciation Rights with a lower Exercise Price than that of the replaced Stock Options or Stock Appreciation Rights or other Awards, without first obtaining the approval of the holders of a majority of the Shares who are present in person or by proxy at a meeting of the Company’s stockholders and entitled to vote.

4.4  Annual Performance Bonuses.  The Committee may grant Annual Performance Bonuses under the Plan in the form of cash or Shares to the Reporting Persons that the Committee may from time to time select, in the amounts and pursuant to the terms and conditions that the Committee may determine and set forth in the Award Certificate, subject to the provisions below:

(a)  Performance Cycles.  Annual Performance Bonuses will be awarded in connection with a 12-month Performance Cycle, which will be the fiscal year of the Company.

(b)  Eligible Participants.  Within 90 days after the commencement of a Performance Cycle, the Committee will determine the Reporting Persons who will be eligible to receive an Annual Performance Bonus under the Plan.

(c)  Performance Measures; Targets; Award Criteria.

(i)            Within 90 days after the commencement of a Performance Cycle, the Committee will fix and establish in writing (A) the Performance Measures that will apply to that Performance Cycle; (B) the Target Amount payable to each Participant; and (C) subject to subsection (d) below, the criteria for computing the amount that will be paid with respect to each level of attained performance. The Committee will also set forth the minimum level of performance, based on objective factors, that must be attained during the Performance Cycle before any Annual Performance Bonus will be paid and the percentage of the Target Amount that will become payable upon attainment of various levels of performance that equal or exceed the minimum required level.

(ii)           The Committee may, in its discretion, select Performance Measures that measure the performance of the Company or one or more business units, divisions or Subsidiaries of the Company. The Committee may select Performance Measures that are absolute or relative to the performance of one or more comparable companies or an index of comparable companies.

(iii)          The Committee, in its discretion, may, on a case-by-case basis, reduce, but not increase, the amount payable to any Key Employee with respect to any given Performance Cycle, provided, however, that no reduction will result in an increase in the amount payable under any Annual Performance Bonus of another Key Employee.

(d)  Payment, Certification.  No Annual Performance Bonus will vest with respect to any Reporting Person until the Committee certifies in writing the level of performance attained for the Performance Cycle in relation to the applicable Performance Measures. In applying Performance Measures, the Committee may, in its discretion, exclude unusual or infrequently occurring items (including any event listed in Section 5.3 and the cumulative effect of changes in the law, regulations or accounting rules), and may determine no later than ninety (90) days after the commencement of any applicable Performance Cycle to exclude other items, each determined in accordance with GAAP (to the extent applicable) and as identified in the financial statements, notes to the financial statements or discussion and analysis of management.

(e)  Form of Payment.  Annual Performance Bonuses will be paid in cash or Shares. All such Performance Bonuses shall be paid no later than the 15th day of the third month following the end of the calendar year (or, if later, following the end of the Company’s fiscal year) in which such Performance Bonuses are no longer subject to a substantial risk of forfeiture (as determined for purposes of Section 409A of the Code), except to the extent that a Participant has elected to defer payment under the terms of a duly authorized deferred compensation arrangement in which case the terms of such arrangement shall govern.

(f)  Section 162(m) of the Code.  It is the intent of the Company that Annual Performance Bonuses be “performance-based compensation” for purposes of Section 162(m) of the Code, that this Section 4.4 be interpreted in a manner that satisfies the applicable requirements of Section 162(m)(C) of the Code and related regulations, and that the Plan be operated so that the Company may take a full tax deduction for Annual Performance Bonuses. If any provision of this Plan or any Annual Performance Bonus would otherwise frustrate or conflict with this intent, the provision will be interpreted and deemed amended so as to avoid this conflict.

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(g)  Retirement, Death, Disability and Other Events.  If a Participant would be entitled to an Annual Performance Bonus but for the fact that the Participant’s employment with the Company terminated prior to the end of the Performance Cycle as a result of the Participant’s Retirement, death or Disability, or such other event as designated by the Committee, the Participant may, in the Committee’s discretion, receive an Annual Performance Bonus Award, pro rated for the portion of the Performance Cycle that the Participant completed and which is payable at the same time after the end of the Performance Cycle that payments to other Annual Performance Bonus Award recipients are made.

4.5  Long Term Performance Awards.  The Committee may grant Long Term Performance Awards under the Plan in the form of Performance Units, Restricted Units or Restricted Stock to any Employee who the Committee may from time to time select, in the amounts and pursuant to the terms and conditions that the Committee may determine and set forth in the Award Certificate, subject to the provisions below:

(a)  Performance Cycles.  Long Term Performance Awards will be awarded in connection with a Performance Cycle, as determined by the Committee in its discretion, provided, however, that a Performance Cycle may be no shorter than 12 months and no longer than 5 years.

(b)  Eligible Participants.  Within 90 days after the commencement of a Performance Cycle, the Committee will determine the Employees who will be eligible to receive a Long Term Performance Award for the Performance Cycle, provided that the Committee may determine the eligibility of any Employee other than a Key Employee after the expiration of the 90-day period.

(c)  Performance Measures; Targets; Award Criteria.

(i)            Within 90 days after the commencement of a Performance Cycle, the Committee will fix and establish in writing (A) the Performance Measures that will apply to that Performance Cycle; (B) with respect to Performance Units, the Target Amount payable to each Participant; (C) with respect to Restricted Units and Restricted Stock, the Target Vesting Percentage for each Participant; and (D) subject to subsection (d) below, the criteria for computing the amount that will be paid or will vest with respect to each level of attained performance. The Committee will also set forth the minimum level of performance, based on objective factors, that must be attained during the Performance Cycle before any Long Term Performance Award will be paid or vest, and the percentage of Performance Units that will become payable and the percentage of performance- based Restricted Units or Shares of Restricted Stock that will vest upon attainment of various levels of performance that equal or exceed the minimum required level.

(ii)           The Committee may, in its discretion, select Performance Measures that measure the performance of the Company or one or more business units, divisions or Subsidiaries of the Company. The Committee may select Performance Measures that are absolute or relative to the performance of one or more comparable companies or an index of comparable companies.

(iii)          The Committee, in its discretion, may, on a case-by-case basis, reduce, but not increase, the amount of Long Term Performance Awards payable to any Key Employee with respect to any given Performance Cycle, provided, however, that no reduction will result in an increase in the dollar amount or number of Shares payable under any Long Term Performance Award of another Key Employee.

(iv)          With respect to Employees who are not Key Employees, the Committee may establish, in its discretion, performance criteria other than the Performance Measures that will be applicable for the Performance Cycle.

(d)  Payment, Certification.  No Long Term Performance Award will vest with respect to any Employee until the Committee certifies in writing the level of performance attained for the Performance Cycle in relation to the applicable Performance Measures. Long Term Performance Awards awarded to Participants who are not Key Employees will be based on the Performance Measures, or other applicable performance criteria, and payment formulas that the Committee, in its discretion, may establish for these purposes. These Performance Measures, or other performance criteria, and formulas may be the same as or different than the Performance Measures and formulas that apply to Key Employees.

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In applying Performance Measures, the Committee may, in its discretion, exclude unusual or infrequently occurring items (including any event listed in Section 5.3) and the cumulative effect of changes in the law, regulations or accounting rules, and may determine no later than ninety (90) days after the commencement of any applicable Performance Cycle to exclude other items, each determined in accordance with GAAP (to the extent applicable) and as identified in the financial statements, notes to the financial statements or discussion and analysis of management.

(e)  Form of Payment.  Long Term Performance Awards in the form of Performance Units may be paid in cash or full Shares, in the discretion of the Committee, and as set forth in the Award Certificate. Performance-based Restricted Units and Restricted Stock will be paid in full Shares. Payment with respect to any fractional Share will be in cash in an amount based on the Fair Market Value of the Share as of the date the Performance Unit becomes payable. All such Long Term Performance Awards shall be paid no later than the 15th day of the third month following the end of the calendar year (or, if later, following the end of the Company’s fiscal year) in which such Long Term Performance Awards are no longer subject to a substantial risk of forfeiture (as determined for purposes of Code Section 409A), except to the extent that a Participant has elected to defer payment under the terms of a duly authorized deferred compensation arrangement, in which case the terms of such arrangement shall govern.

(f)  Section 162(m) of the Code.  It is the intent of the Company that Long Term Performance Awards made to Key Employees be “performance-based compensation” for purposes of Section 162(m) of the Code, that this Section 4.5 be interpreted in a manner that satisfies the applicable requirements of Section 162(m)(C) of the Code and related regulations with respect to Long Term Performance awards made to Key Employees, and that the Plan be operated so that the Company may take a full tax deduction for Long Term Performance Awards. If any provision of this Plan or any Long Term Performance Award would otherwise frustrate or conflict with this intent, the provision will be interpreted and deemed amended so as to avoid this conflict.

(g)  Retirement, Death, Disability and Other Events.  If a Participant would be entitled to a Long Term Performance Award but for the fact that the Participant’s employment with the Company terminated prior to the end of the Performance Cycle as a result of the Participant’s Retirement, death or Disability, or such other event as designated by the Committee, the Participant may, in the Committee’s discretion, receive a Long Term Performance Award, pro rated for the portion of the Performance Cycle that the Participant completed and payable at the same time after the end of the Performance Cycle that payments to other Long Term Performance Award recipients are made.

4.6  Other Stock-Based Awards.  The Committee may, from time to time, grant Awards (other than Stock Options, Stock Appreciation Rights, Annual Performance Bonuses or Long Term Performance Awards) to any Employee who the Committee may from time to time select, which Awards consist of, or are denominated in, payable in, valued in whole or in part by reference to, or otherwise related to, Shares. These Awards may include, among other forms, Restricted Stock, Restricted Units, or Deferred Stock Units. The Committee will determine, in its discretion, the terms and conditions that will apply to Awards granted pursuant to this Section 4.6, which terms and conditions will be set forth in the applicable Award Certificate.

(a)  Vesting.  Unless the Award Certificate provides otherwise, restrictions on Stock-Based Awards granted under this Section 4.6 will lapse in equal annual installments over a period of four years beginning immediately after the date of grant. If the restrictions on Stock-Based Awards have not lapsed or been satisfied as of the Participant’s Termination of Employment, the Shares will be forfeited by the Participant if the termination is for any reason other than the Retirement, death or Disability of the Participant or a Change in Control. Unless the Award Certificate provides otherwise, (i) all restrictions on Stock-Based Awards granted pursuant to this Section 4.6 will lapse upon the death or Disability of the Participant, (ii) in the event of Retirement, the Award will vest pro rata with respect to the portion of the four-year vesting term (or such other vesting term as is set forth in the Award Certificate) that the Participant has completed as of the Participant’s Termination of Employment and provided that the Participant has satisfied all other applicable conditions established by the Committee with respect to such pro rata vesting, and (iii) in the event of a Change in Control, Stock-Based Awards will be treated in accordance with Section 5.4. In no event may the vesting period of a time-based full-value share award be less than three years (on either a cliff or graded vesting basis), except that the Committee may award up to 10 percent of the shares authorized for issuance under Section 5.1 with a vesting period of less than three years under such circumstances as it deems appropriate.

(b)  Grant of Restricted Stock.  The Committee may grant Restricted Stock to any Employee, which Shares will be registered in the name of the Participant and held for the Participant by the Company. The Participant will have all rights of a stockholder with respect to the Shares, including the right to vote and to receive dividends or other distributions, except that the Shares may be subject to a vesting schedule and will be forfeited if the Participant attempts to sell, transfer, assign, pledge or otherwise encumber or dispose of the Shares before the restrictions are satisfied or lapse.

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(c)  Grant of Restricted Units.  The Committee may grant Restricted Units to any Employee, which Units will be paid in cash or whole Shares or a combination of cash and Shares, as determined in the discretion of the Committee. The Committee will determine the terms and conditions applicable to the grant of Restricted Units, which terms and conditions will be set forth in the Award Certificate. For each Restricted Unit that vests, one Share will be paid or an amount in cash equal to the Fair Market Value of a Share, as set forth in the Award Certificate, will be delivered to the Participant on the applicable delivery date.

(d)  Grant of Deferred Stock Units.  The Committee may grant Deferred Stock Units to any Employee, which Units will be paid in whole Shares upon the Employee’s Termination of Employment if the restrictions on the Units have lapsed. One Share will be paid for each Deferred Stock Unit that becomes payable.

(e)  Dividends and Dividend Equivalents.  At the discretion of the Committee and as set forth in the applicable Award Certificate, dividends issued on Shares may be paid immediately or withheld and deferred in the Participant’s account. In the event of a payment of dividends on Common Stock, the Committee may credit Restricted Units with Dividend Equivalents in accordance with terms and conditions established in the discretion of the Committee. Dividend Equivalents will be subject to such vesting terms as is determined by the Committee and may be distributed immediately or withheld and deferred in the Participant’s account as determined by the Committee and set forth in the applicable Award Certificate. Deferred Stock Units may, in the discretion of the Committee and as set forth in the Award Certificate, be credited with Dividend Equivalents or additional Deferred Stock Units. The number of any Deferred Stock Units credited to a Participant’s account upon the payment of a dividend will be equal to the quotient produced by dividing the cash value of the dividend by the Fair Market Value of one Share as of the date the dividend is paid. The Committee will determine any terms and conditions on deferral of a dividend or Dividend Equivalent, including the rate of interest to be credited on deferral and whether interest will be compounded.

4.7  Director Awards.

(a)           The Committee may grant Deferred Stock Units to each Director in such an amount as the Board, in its discretion, may approve in advance. Each such Deferred Stock Unit will vest as determined by the Committee and set forth in the Award Certificate and will be paid in Shares within 30 days following the recipient’s Termination of Directorship, subject to deferral under any applicable deferred compensation plan approved by the Committee, in which case the terms of such arrangement shall govern. Dividend Equivalents or additional Deferred Stock Units will be credited to each Director’s account when dividends are paid on Common Stock to the shareholders, and will be paid to the Director at the same time that the Deferred Stock Units are paid to the Director.

(b)           The Committee may grant Director Shares to each Director in such amounts as the Board, in its discretion, may approve in advance.

(c)           The Committee may, in its discretion, grant Stock Options, Stock Appreciation Rights and other Stock-Based Awards to Directors.

4.8  Substitute Awards.  The Committee may make Awards under the Plan to Acquired Grantees through the assumption of, or in substitution for, outstanding Stock-Based Awards previously granted to such Acquired Grantees. Such assumed or substituted Awards will be subject to the terms and conditions of the original awards made by the Acquired Company, with such adjustments therein as the Committee considers appropriate to give effect to the relevant provisions of any agreement for the acquisition of the Acquired Company, provided that any such adjustment with respect to Nonqualified Stock Options and Stock Appreciation Rights shall satisfy the requirements of Treas. Reg. § 1.409A-1(b)(5)(v)(D) and otherwise ensure that such awards continue to be exempt from Code Section 409A and provided that any adjustment to Awards that are subject to Code Section 409A is in compliance with Code Section 409A and the regulations and rulings thereunder. Any grant of Incentive Stock Options pursuant to this Section 4.8 will be made in accordance with Section 424 of the Code and any final regulations published thereunder.

4.9  Limit on Individual Grants.  Subject to Sections 5.1 and 5.3, no Employee may be granted more than 6 million Shares over any calendar year pursuant to Awards of Stock Options, Stock Appreciation Rights and performance- based Restricted Stock and Restricted Units, except that an incentive Award of no more than 10 million Shares may be made pursuant to Stock Options, Stock Appreciation Rights and performance-based Restricted Stock and Restricted Units to any person who has been hired within the calendar year as a Key Employee. The maximum amount that may be paid in cash or Shares pursuant to Annual Performance Bonuses or Long Term Performance Awards paid in Performance Units to any one Employee is $10 million (U.S.) for any Performance Cycle of 12 months. For any longer Performance Cycle, this maximum will be adjusted proportionally.

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4.10  Termination for Cause; Clawback.  (a) Notwithstanding anything to the contrary herein, if a Participant incurs a Termination of Directorship or Termination of Employment for Cause, then all Stock Options, Stock Appreciation Rights, Annual Performance Bonuses, Long Term Performance Awards, Restricted Units, Restricted Stock and other Stock-Based Awards will immediately be cancelled. The exercise of any Stock Option or Stock Appreciation Right or the payment of any Award may be delayed, in the Committee’s discretion, in the event that a potential termination for Cause is pending, subject to ensuring an exemption from or compliance with Code Section 409A and the underlying regulations and rulings. If a Participant incurs a Termination of Employment for Cause, or the Company becomes aware (after the Participant’s Termination of Employment) of conduct on the part of the Participant that would be grounds for a Termination of Employment for Cause, then the Participant will be required to deliver to the Company (i) Shares (or, in the discretion of the Committee, cash) in an amount that is equal in value to the amount of any profit the Participant realized upon the exercise of an Option during the period beginning six (6) months prior to the Participant’s Termination of Employment and ending on the two (2) year anniversary of such Termination of Employment; and (ii) the number of Shares (or, in the discretion of the Committee, the cash value of said shares) the Participant received for Restricted Shares, Restricted Units or other Stock-Based Awards that vested during the period described in (i) above.

(b)           In addition, the Committee shall have the authority to establish any other terms and conditions applicable to Awards (including the mandatory return of all or any portion of the value previously realized by a Participant upon the vesting or exercise of an Award) as are deemed necessary and/or appropriate to recover amounts mistakenly paid to Participants (as a result of incorrect financial data or otherwise), including provisions intended to comply with applicable rules adopted or to be adopted by the Securities and Exchange Commission, New York Stock Exchange or any other governmental agency or stock exchange having the authority to establish rules affecting the payment of compensation under this Plan.

ARTICLE V

SHARES SUBJECT TO THE PLAN; ADJUSTMENTS

5.1  Shares Available.  The Shares issuable under the Plan will be authorized but unissued Shares, and, to the extent permissible under applicable law, Shares acquired by the Company, any Subsidiary or any other person or entity designated by the Company. The original number of shares issuable under the Plan on and after the original effective date of the Plan (June 29, 2007) was five percent (5%) of the Shares outstanding as of that date. On March 10, 2010, the shareholders of the Company authorized an additional fifteen million (15,000,000) shares issuable under the Plan. On March 7, 2012, the shareholders of the Company authorized an additional twenty million (20,000,000) shares issuable under the Plan. The total number of Shares with respect to which Awards may be issued under the Plan on and after the Effective Date may equal, but not exceed, the total number of shares remaining from the original number of shares issuable under the Plan, plus the additional fifteen million (15,000,000) shares authorized on March 10, 2010, plus the additional twenty million (20,000,000) shares authorized on March 7, 2012, subject to adjustment in accordance with Section 5.3; provided that when Shares are issued pursuant to a grant of Restricted Stock, Restricted Units, Deferred Stock Units, Performance Units or as payment of an Annual Performance Bonus or other Stock-Based Award, the total number of Shares remaining available for grant will be decreased by a margin of at least 1.8 per Share issued. In addition, in the case of the settlement of any stock-settled Stock Appreciation Right, the total number of Shares available for grant will be decreased by the total number of Shares equal in value to the total value of the Stock Appreciation Right on the day of settlement. No more than 10 million Shares of the total Shares issuable under the Plan may be available for grant in the form of Incentive Stock Options.

5.2  Counting Rules.  The following Shares related to Awards under this Plan may again be available for issuance under the Plan, in addition to the Shares described in Section 5.1:

(a)           Shares related to Awards paid in cash;

(b)           Shares related to Awards that expire, are forfeited or cancelled or terminate for any other reason without issuance of Shares, and provided that each such forfeited, cancelled or terminated Share that was originally issued pursuant to a grant of Restricted Stock, Restricted Units, Deferred Stock Units, Performance Units or as payment of an Annual Performance Bonus or other Stock- Based Award shall be counted as 1.8 Share;

(c)           Any Shares issued in connection with Awards that are assumed, converted or substituted as a result of the acquisition of an Acquired Company by the Company or a combination of the Company with another company; and

(d)           Any Shares of Restricted Stock that are returned to the Company upon a Participant’s Termination of Employment.

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5.3  Adjustments.  In the event of a change in the outstanding Shares by reason of a stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities or similar corporate transaction or event, the Committee shall make an appropriate adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Any such adjustment with respect to Nonqualified Stock Options and Stock Appreciation Rights shall satisfy the requirements of Treas. Reg. § 1.409A-1(b)(5)(v)(D) and otherwise ensure that such awards continue to be exempt from Code Section 409A, and any adjustment to Awards that are subject to Code Section 409A shall comply with Code Section 409A and the regulations and rulings thereunder. Any adjustment made by the Committee under this Section 5.3 will be conclusive and binding for all purposes under the Plan.

5.4  Change in Control.

(a)           Unless otherwise provided under the terms of an applicable Award Certificate, (i) all outstanding Stock Options and Stock Appreciation Rights will become exercisable as of the effective date of a Participant’s Change in Control Termination if the Awards are not otherwise vested, and all conditions will be waived with respect to outstanding Restricted Stock, Restricted Units and other Stock-Based Awards (other than Long Term Performance Awards) and Deferred Stock Units, and (ii) each Participant who has been granted an Annual Performance Bonus or Long Term Performance Award that is outstanding as of the date of such Participant’s Change in Control Termination will be deemed to have achieved a level of performance, as of the Change in Control Termination, that would cause all (100%) of the Participant’s Target Amounts to become payable and all restrictions on the Participant’s Restricted Units and Shares of Restricted Stock to lapse. Unless the Committee determines otherwise in its discretion (either when the award is granted or any time thereafter), in the event that Awards outstanding as of the date of a Change in Control that are payable in shares of Company Common Stock will not be substituted with comparable awards payable or redeemable in shares of publicly-traded stock after the Change in Control, each such outstanding Award (i) will become fully vested (at target, where applicable) immediately prior to the Change in Control and (ii) each such Award that is a Stock Option will be settled in cash, without the Participant’s consent, for an amount equal to the amount that could have been attained upon the exercise of such Award immediately prior to the Change in Control had such Award been exercisable or payable at such time.

(b)           In addition to the other actions described in Section 5.4(a), in the event of a Change in Control the Committee may take any one or more of the following actions with respect to any or all outstanding Awards, without the consent of the Participant: (i) the Committee may determine that outstanding Stock Options and Stock Appreciation Rights shall be fully exercisable, and restrictions on Restricted Stock, Restricted Units, Deferred Stock Units and other Stock-Based Awards shall lapse, as of the date of the Change in Control or such other time (prior to a Participant’s Change in Control Termination) as the Committee determines, (ii) the Committee may require that a Participant surrender their outstanding Stock Options and Stock Appreciation Rights in exchange for one or more payments by the Company, in cash or Common Stock as determined by the Committee, in an amount equal to the amount by which the then Fair Market Value of the shares of Common Stock subject to the Participant’s unexercised Stock Options and Stock Appreciation Rights exceeds the exercise price, if any, and on such terms as the Committee determines, (iii) after giving Participants an opportunity to exercise their outstanding Stock Options and Stock Appreciation Rights, the Committee may terminate any or all unexercised Stock Options and Stock Appreciation Rights at such time as the Committee deems appropriate, (iv) the Committee may determine that Annual Performance Bonuses and/or Long Term Performance Awards will be paid out at their target level, in cash or Common Stock as determined by the Committee, or (v) the Committee may determine that Awards that remain outstanding after the Change in Control shall be converted to similar grants of, or assumed by, the surviving corporation (or a parent or subsidiary of the surviving corporation or successor). Such acceleration, surrender, termination, settlement or conversion shall take place as of the date of the Change in Control or such other date as the Committee may specify. The Committee may specify how an Award will be treated in the event of a Change in Control either when the Award is granted or at any time thereafter, except as otherwise provided herein.

5.5  Fractional Shares.  No fractional Shares will be issued under the Plan. Except as otherwise provided in Section 4.5(e), if a Participant acquires the right to receive a fractional Share under the Plan, the Participant will receive, in lieu of the fractional Share, a full Share as of the date of settlement, unless otherwise provided by the Committee.

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ARTICLE VI

AMENDMENT AND TERMINATION

6.1  Amendment.  The Plan may be amended at any time and from time to time by the Board without the approval of stockholders of the Company, except that no material revision to the terms of the Plan will be effective until the amendment is approved by the stockholders of the Company. A revision is “material” for this purpose if, among other changes, it materially increases the number of Shares that may be issued under the Plan (other than an increase pursuant to Section 5.3 of the Plan), expands the types of Awards available under the Plan, materially expands the class of persons eligible to receive Awards under the Plan, materially extends the term of the Plan, materially decreases the Exercise Price at which Stock Options or Stock Appreciation Rights may be granted, reduces the Exercise Price of outstanding Stock Options or Stock Appreciation Rights, or results in the replacement of outstanding Stock Options and Stock Appreciation Rights with new Awards that have an Exercise Price that is lower than the Exercise Price of the replaced Stock Options and Stock Appreciation Rights. No amendment of the Plan or any outstanding Award made without the Participant’s written consent may adversely affect any right of a Participant with respect to an outstanding Award.

6.2  Termination.  The Plan will terminate upon the earlier of the following dates or events to occur:

(a)           the adoption of a resolution of the Board terminating the Plan; or

(b)           the day before the 10th anniversary of the adoption of the Plan by the Company’s shareholder as described in Section 1.2.

No Awards will be granted under this Plan after it has terminated. The termination of the Plan, however, will not alter or impair any of the rights or obligations of any person under any Award previously granted under the Plan without such person’s consent. After the termination of the Plan, any previously granted Awards will remain in effect and will continue to be governed by the terms of the Plan and the applicable Award Certificate.

ARTICLE VII

GENERAL PROVISIONS

7.1  Nontransferability of Awards.  No Award under the Plan will be subject in any manner to alienation, anticipation, sale, assignment, pledge, encumbrance or transfer, and no other persons will otherwise acquire any rights therein, except as provided below.

(a)           Any Award may be transferred by (i) will or by the laws of descent or distribution or (ii) under rules to be established by the Company, to a Participant’s spouse or former spouse in accordance with a domestic relations order or domestic settlement agreement associated with the dissolution of the Participant’s marriage.

(b)           The Committee may provide in the applicable Award Certificate that all or any part of a Nonqualified Option or Shares of Restricted Stock may, subject to the prior written consent of the Committee, be transferred to a family member. For purposes of this subsection (b), “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Participant, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than 50 percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50 percent of the voting interests.

Any transferred Award will be subject to all of the same terms and conditions as provided in the Plan and the applicable Award Certificate. The Participant or the Participant’s estate will remain liable for any withholding tax that may be imposed by any federal, state or local tax authority. The Committee may, in its discretion, disallow all or a part of any transfer of an Award pursuant to this subsection (b) unless and until the Participant makes arrangements satisfactory to the Committee for the payment of any withholding tax. The Participant must immediately notify the Committee, in the form and manner required by the Committee, of any proposed transfer of an Award pursuant to this subsection (b). No transfer will be effective until the Committee consents to the transfer in writing.

(c)           Except as otherwise provided in the applicable Award Certificate, any Nonqualified Stock Option transferred by a Participant pursuant to this subsection (c) may be exercised by the transferee only to the extent that the Award would have been exercisable by the Participant had no transfer occurred. The transfer of Shares upon exercise of the Award will be conditioned on the payment of any withholding tax.

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(d)           Restricted Stock may be freely transferred after the restrictions lapse or are satisfied and the Shares are delivered, provided, however, that Restricted Stock awarded to an affiliate of the Company may be transferred only pursuant to Rule 144 under the Securities Act, or pursuant to an effective registration for resale under the Securities Act. For purposes of this subsection (d), “affiliate” will have the meaning assigned to that term under Rule 144.

(e)           In no event may a Participant transfer an Incentive Stock Option other than by will or the laws of descent and distribution.

7.2  Withholding of Taxes.  The Committee, in its discretion, may satisfy a Participant’s tax withholding obligations by any of the following methods or any method as it determines to be in accordance with the laws of the jurisdiction in which the Participant resides, has domicile or performs services.

(a)  Stock Options and Stock Appreciation Rights.  As a condition to the delivery of Shares pursuant to the exercise of a Stock Option or Stock Appreciation Right, the Committee may require that the Participant, at the time of exercise, pay to the Company by cash, certified check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations. The Committee may also, in its discretion, accept payment of tax withholding obligations through any of the Exercise Price payment methods described in Section 4.3(d).

(b)  Other Awards Payable in Shares.  The Participant shall satisfy the Participant’s tax withholding obligations arising in connection with the release of restrictions on Restricted Units, Restricted Stock and other Stock- Based Awards by payment to the Company in cash or by certified check, bank draft, wire transfer or postal or express money order, provided that the format is approved by the Company or a designated third-party administrator. However, subject to any requirements of applicable law, the Company may also satisfy the Participant’s tax withholding obligations by other methods, including selling or withholding Shares that would otherwise be available for delivery, provided that the Board or the Committee has specifically approved such payment method in advance.

(c)  Cash Awards.  The Company may satisfy a Participant’s tax withholding obligation arising in connection with the payment of any Award in cash by withholding cash from such payment.

7.3  Special Forfeiture Provision.  The Committee may, in its discretion, provide in an Award Certificate that the Participant may not, within two years of the Participant’s Termination of Employment with the Company, enter into any employment or consultation arrangement (including service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in any business in which the Company or any Subsidiary is engaged without prior written approval of the Committee if, in the sole judgment of the Committee, the business is competitive with the Company or any Subsidiary or business unit or such employment or consultation arrangement would present a risk that the Participant would likely disclose Company proprietary information (as determined by the Committee). If the Committee makes a determination that this prohibition has been violated, the Participant (i) will forfeit all rights under any outstanding Stock Option or Stock Appreciation Right that was granted subject to the Award Certificate and will return to the Company the amount of any profit realized upon an exercise of all Awards during the period, as the Committee determines and sets forth in the Award Certificate, beginning no earlier than six months prior to the Participant’s Termination of Employment, and (ii) will forfeit and return to the Company any Annual Performance Bonuses, Performance Units, Shares of Restricted Stock, Restricted Units (including any credited Dividend Equivalents), Deferred Stock Units, and other Stock-Based Awards that are outstanding on the date of the Participant’s Termination of Employment, subject to the Award Certificate, and have not vested or that had vested and remain subject to this Section 7.3 during a period, as the Committee determines and sets forth in the Award Certificate, beginning no earlier than six months prior to the Participant’s Termination of Employment.

7.4  No Implied Rights.  The establishment and operation of the Plan, including the eligibility of a Participant to participate in the Plan, will not be construed as conferring any legal or other right upon any Director for any continuation of directorship or any Employee for the continuation of employment through the end of any Performance Cycle or other period. The Company expressly reserves the right, which may be exercised at any time and in the Company’s sole discretion, to discharge any individual or treat him or her without regard to the effect such discharge might have upon him or her as a Participant in the Plan.

7.5  No Obligation to Exercise Awards.  The grant of a Stock Option or Stock Appreciation Right will impose no obligation upon the Participant to exercise the Award.

7.6  No Rights as Stockholders.  A Participant who is granted an Award under the Plan will have no rights as a stockholder of the Company with respect to the Award unless and until certificates for the Shares underlying the Award are registered in the Participant’s name and (other than in the case of Restricted Stock) delivered to the Participant. The right of any Participant to receive an Award by virtue of participation in the Plan will be no greater than the right of any unsecured general creditor of the Company.

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7.7  Indemnification of Committee.  The Company will indemnify, to the fullest extent permitted by law, each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that the person, or the executor or administrator of the person’s estate, is or was a member of the Committee or a delegate of the Committee.

7.8  No Required Segregation of Assets.  Neither the Company nor any Subsidiary will be required to segregate any assets that may at any time be represented by Awards granted pursuant to the Plan.

7.9  Nature of Payments.  All Awards made pursuant to the Plan are in consideration of services for the Company or a Subsidiary. Any gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and will not be taken into account as compensation for purposes of any other employee benefit plan of the Company or a Subsidiary, except as the Committee otherwise provides. The adoption of the Plan will have no effect on Awards made or to be made under any other benefit plan covering an employee of the Company or a Subsidiary or any predecessor or successor of the Company or a Subsidiary.

7.10  Securities Law Compliance.  Awards under the Plan are intended to satisfy the requirements of Rule 16b-3 under the Exchange Act. If any provision of this Plan or any grant of an Award would otherwise frustrate or conflict with this intent, that provision will be interpreted and deemed amended so as to avoid conflict. No Participant will be entitled to a grant, exercise, transfer or payment of any Award if the grant, exercise, transfer or payment would violate the provisions of the Sarbanes-Oxley Act of 2002 or any other applicable law.

7.11  Section 409A Compliance.  To the extent the Committee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Certificate evidencing such Award will incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and the Award Certificate will be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan, in the event that the Committee determines that any Award may be subject to Section 409A of the Code, the Committee may adopt such amendments to the Plan and/or the applicable Award Certificate or adopt policies and procedures or take any other action or actions, including an action or amendment with retroactive effect, that the Committee determines is necessary or appropriate to (i) exempt the Award from the application of Section 409A of the Code or (ii) comply with the requirements of Section 409A of the Code. Any Award that provides for a payment to any Participant who is a “specified employee” of deferred compensation that is subject to Code Section 409A(a)(2) and that becomes payable upon, or that is accelerated upon, such Participant’s Termination of Employment, shall also provide that no such payment shall be made on or before the date which is six months following such Participant’s Termination of Employment (or, if earlier, such Participant’s death). A specified employee for this purpose shall be determined by the Committee or its delegate in accordance with the provisions of Code Section 409A and the regulations and rulings thereunder.

7.12  Governing Law, Severability.  The Plan and all determinations made and actions taken under the Plan will be governed by the law of Switzerland and construed accordingly. If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or unenforceability will not affect any other parts of the Plan, which parts will remain in full force and effect.

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EX-10.11

Exhibit 10.11

TE Connectivity Ltd.
2007 Stock and Incentive Plan

TERMS AND CONDITIONS

OF

PERFORMANCE STOCK UNIT AWARD

PERFORMANCE STOCK UNIT AWARD made as of             .

1.             Grant of Award.  TE Connectivity Ltd. (the “Company”) has granted you       TE Connectivity Performance Stock Units, subject to the provisions of this Award Agreement.  The Company will hold the Performance Stock Units in a bookkeeping account on your behalf until they become payable or are forfeited or cancelled.

2.             Payment Amount.  Each Performance Stock Unit represents one (1) Share of Common Stock.

3.             Form of Payment.  Vested Performance Stock Units will be redeemed solely for Shares, subject to Section 15.

4.             Performance Stock Units/Dividends.  Performance Stock Units are a promise to deliver Common Stock upon a specified delivery date, provided that certain vesting and performance requirements are met, as described in this Agreement and Appendix A.  For each Performance Stock Unit that is granted to you under this Award (based on the target number of units awarded), you will be credited with a Dividend Equivalent Unit (DEU) for any cash or stock dividends distributed by the Company on Company Common Stock.  DEUs will be calculated at the same dividend rate paid to other holders of Common Stock.  The number of DEUs that will vest and be delivered to you in the form of Shares will depend on the actual number of underlying Performance Stock Units that are earned and vested, as more fully described in this Agreement and Appendix A. Thus, the number of Shares delivered in conjunction with the DEUs credited to your Performance Stock Unit award will be adjusted (upward or downward) to reflect the actual number of Performance Stock Units that are earned and vested.

5.             Time of Delivery.  Except as otherwise provided for in this Award Agreement, vested Performance Stock Units and Dividend Equivalent Units shall be delivered to participants in the form of Shares as soon as is administratively feasible following the specified “Delivery Date”, as described in paragraph 6 below.

6.             Normal Vesting.  Subject to the attainment of the performance metrics described in Appendix A, your Performance Stock Unit Award will vest on the later of (a) the third anniversary of the Grant Date or (b) the “Certification Date” for the performance results of the “Performance Cycle”, as more fully described in Appendix A. Except as provided in paragraphs 8, 9, 10 and 11 below, the Delivery Date of the Shares will be after the November 30th following

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the end of the Performance Cycle (as defined in Appendix A), but in any case, no earlier than the Certification Date following the close of the Performance Cycle and no later than 90 days after such November 30th.  No credit will be given for periods following Termination of Employment.

7.             Termination of Employment.  Any Performance Stock Units and DEUs that have not vested as of your Termination of Employment, other than as set forth in paragraphs 8, 9, 10 and 11, will immediately be forfeited, and your rights with respect to those Performance Stock Units and DEUs will end.

8.             Death or Disability.  If you die or become Disabled, your Performance Stock Unit Award will vest in full at 100% of the original target shares granted to you.  Such vested Performance Stock Units will be delivered to you as soon as administratively practicable following the date of Death or Disability event, but in no case after the later of the end of the calendar year in which the death or Disability occurs or two and a half months following the death or Disability date.  If you are deceased, the payment of your vested Performance Stock Units, consistent with the delivery timing described in the preceding sentence, will be made to your estate after the Committee or its designee has determined that the payee is the duly appointed executor or administrator of your estate.

9.             Retirement.  If your Termination of employment occurs after you have attained age 55 and have completed at least five years of service, and you have performed satisfactorily, as determined in the sole discretion of your manager, and are not terminated for Cause, (a) your Performance Stock Unit Award will vest pro rata (standard rounding to the nearest Unit, in full-month increments) based on (i) the number of whole months that you have completed from the first day of the Performance Cycle through your Termination of Employment divided by thirty-six (36), times (ii) the number of Performance Stock Units that are actually earned for the Performance Cycle in accordance with the terms of Appendix A; and (b) any remaining Performance Stock Units will be immediately forfeited.  Such vested Performance Stock Units will be delivered to you after the November 30th following the third anniversary of the grant date, but in any case, no earlier than the Certification Date for the performance results following the close of the fiscal year in which your Termination of Employment occurs and no later than 90 days after such November 30th.  Notwithstanding the terms of this paragraph 9, a Termination of Employment within 12 months of the Grant Date will result in the immediate forfeiture of your Performance Stock Unit Award, except as otherwise provided for in paragraphs 8, 10, or 11.

10.          Change in Control.  Except as may be otherwise provided by the Committee, if your employment is terminated following a Change in Control, as defined in the Plan, your Performance Stock Unit Award will become vested as described below, provided that:

(a) your employment is terminated by the Company or a Subsidiary for any reason other than Cause, Disability or Death in the twelve-month period following the Change in Control; or

(b) you terminate your employment with the Company or your employing Subsidiary within the twelve-month period following the Change in Control as a result of, and within 180 days following, the occurrence of one of the following events:

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i.the Company or your employing Subsidiary (1) assigns or causes to be assigned to you duties inconsistent in any material respect with your position as in effect immediately prior to the Change in Control; (2) makes or causes to be made any material adverse change in your position, authority, duties or responsibilities; or (3) takes or causes to be taken any other action which, in your reasonable judgment, would cause you to violate your ethical or professional obligations (after written notice of such judgment has been provided by you to the Company and the Company has been given a 15-day period within which to cure such action), or which results in a significant diminution in such position, authority, duties or responsibilities; or

ii.the Company or your employing subsidiary, without your consent, (1) requires you to relocate to a principal place of employment more than fifty (50) miles from your existing place of employment; or (2) reduces your base salary, annual bonus, or retirement, welfare, stock incentive, perquisite (if any) and other benefits taken as a whole.

If you meet the requirements described in the previous sentence, your Performance Stock Unit Award will vest in full at 100% of your original target shares (or any other equity or compensation award granted in replacement of your Performance Stock Unit Award as a result of the Change in Control, as applicable). Such vested Performance Stock Units (or other equity or compensation award granted in replacement of your Performance Stock Unit Award as a result of the Change in Control, as applicable) will be delivered on the later of (1) as soon as administratively practicable after your Termination of Employment following the Change in Control event or (2) the date that is six months following your Termination of Employment.

11.          Termination of Employment with a TE Affiliate as a Result of a Divestiture or Outsourcing.  If the business in which you are employed is being separated from the Company as a result of a Disposition of Assets, Disposition of a Subsidiary or an Outsourcing Agreement, and, as of the closing date of the applicable transaction you are designated in the transaction documents (either individually or by classification) as a Business Employee (or similar designation) who will be terminating employment with the Company either because (i) you will remain with the separated business after the transaction or be transferred to the employment of the buyer or Outsourcing Agent as a result of the transaction, or (ii) you will not be offered continued employment by the Company, buyer or Outsourcing Agent after the close of the transaction, then (a) your Performance Stock Unit Award will vest pro rata (standard rounding to the nearest Unit, in full-month increments) on the closing date based on (i) the number of whole months from the first day of the performance cycle through the closing date of the applicable transaction divided by thirty six (36), times (ii) the target number of  Performance Stock Units that were originally granted and (b) any remaining Performance Stock Units will be forfeited.  In the case of a Divestiture through a Disposition of Assets or an Outsourcing Agreement for participants who have not reached Retirement eligibility (as described in paragraph 9. above) as of the close of the Disposition of Assets or the Outsourcing Agreement date, such vested Performance Stock Units will be delivered as soon as administratively practicable following the close of the Divestiture.  In no event will such vested shares be delivered after the later of the end of the calendar year in which the Divestiture takes place or the date that is two and a half months after the Divestiture closing date.  In the case of a Divestiture

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through a Disposition of Assets or an Outsourcing Agreement for participants who have reached Retirement eligibility (as described in paragraph 9. above) as of the close Disposition of Assets or the Outsourcing Agreement date, such vested Performance Stock Units will be delivered after the third November 30th following the grant date, but in any case, no earlier than the Certification Date for the performance results following the close of the fiscal year in which your Termination occurs and no later than 90 days after such November 30th.  In the case of a Divestiture through a Disposition of a Subsidiary, the vested Performance Stock Units will be delivered as soon as administratively practicable following the close of the Divestiture. In no event will such vested shares be delivered after the later of the end of the calendar year in which the Divestiture takes place or the date that is two and a half months after the Divestiture closing date.  If you become entitled to the pro-rated vesting described in this Section 11, you will not be entitled to any further vesting in your Performance Stock Unit Award unless you are transferred to employment with the Company in a position outside of the business that is being separated from the Company (with the intent of continued employment with the Company outside of the separated business) after the closing date of the applicable transaction, but prior  to your termination of employment as a result of the Disposition of Assets, Disposition of a Subsidiary or an Outsourcing Agreement.

Notwithstanding the foregoing, you will not be eligible for the pro-rata vesting if, (i) your Termination of Employment occurs on or prior to the closing date of such Disposition of Assets or Disposition of a Subsidiary, as applicable, or on such later date as is specifically provided in the applicable transaction agreement or related agreements, or on the effective date of such Outsourcing Agreement applicable to you (the “Applicable Employment Date”), and (ii) you are offered Comparable Employment with the buyer, successor company or outsourcing agent, as applicable, but do not commence such employment on the Applicable Employment Date.

For the purposes of this Section 11, (a) “Comparable Employment” shall mean employment at a base salary rate and bonus target that is at least equal to the base salary rate and bonus target in effect immediately prior to your termination of employment and at a location that is no more than 50 miles from your job location in effect immediately prior to your termination of employment; (b) “Disposition of Assets” shall mean the disposition by the Company or a Subsidiary of all or a portion of the assets used by the Company or Subsidiary in a trade or business to an unrelated corporation or entity;  (c) “Disposition of a Subsidiary” shall mean the disposition by the Company or a Subsidiary of its interest in a subsidiary or controlled entity to an unrelated individual or entity, provided that such subsidiary or entity ceases to be an affiliated company as a result of such disposition; and (d) “Outsourcing Agreement” shall mean a written agreement between the Company or a Subsidiary and an unrelated third party (“Outsourcing Agent”) pursuant to which the Company transfers the performance of services previously performed by employees of the Company or Subsidiary to the Outsourcing Agent, and the Outsourcing Agreement includes an obligation of the Outsourcing Agent to offer employment to any employee whose employment is being terminated as a result of or in connection with said Outsourcing Agreement.

12.          Responsibility for Taxes.  Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), by accepting the Award, you acknowledge that

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the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer.  You further acknowledge that the Company and/or the Employer do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.  Further, if you have become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(1)withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or

(2)withholding from proceeds of the sale of Shares acquired upon vesting of the Performance Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

(3)withholding in Shares to be issued upon vesting of the Performance Stock Units.

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Performance Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

Finally, you shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

For tax withholding purposes, the value of vested Shares will be based on the fair market value defined as the average of the high and low of the stock price reported on the date of delivery or such other reasonable and permissible date as determined by the Plan Administrator.

13.          Transfer of Award.  You may not transfer any interest in Performance Stock Units except (a) by will or the laws of descent and distribution or (b) under rules established by the Company, to your spouse or former spouse in accordance with the terms of a domestic

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relations order or settlement agreement associated with the dissolution of your marriage to that spouse or former spouse.  Any other attempt to dispose of your interest in Performance Stock Units will be null and void.

14.          Covenant; Forfeiture of Award; Agreement to Reimburse Company.

(a)           If you have been terminated for Cause, any unvested Performance Stock Units shall be immediately forfeited and, in addition, you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said shares) you received for Performance Stock Units that vested during the period six (6) months prior to your Termination of Employment through the date of Termination of Employment.

(b)           If, after your Termination of Employment, the Committee determines in its sole discretion that while you were a Company or Subsidiary employee you engaged in activity that would have constituted grounds for the Company or Subsidiary to terminate your employment for Cause, then you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said shares) you received for Performance Stock Units that vested during the period six (6) months prior to your Termination of Employment through the date of Termination of Employment.

(c)           If the Committee determines, in its sole discretion, that at any time after your Termination of Employment and prior to the second anniversary of your Termination of Employment you (i) disclosed business confidential or proprietary information related to any business of the Company or Subsidiary or (ii) have entered into an employment or consultation arrangement (including any arrangement for employment or service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in a business and (A) such employment or consultation arrangement would likely (in the Committee’s sole discretion) result in the disclosure of business confidential or proprietary information related to any business of the Company or a Subsidiary to a business that is competitive with any Company or Subsidiary business as to which you have had access to business strategic or confidential information, and  (B) the Committee has not approved the arrangement in writing, then you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said shares) you received for Performance Stock Units that vested during the period six (6) months prior to your Termination of Employment through the date of Termination of Employment.

(d)           The Committee shall be entitled to require that you repay all or part of any amount received (whether in cash or stock) pursuant to the terms of this Award (i) to the extent it deems it necessary or appropriate to comply with any future rules of the Securities and Exchange Commission, New York Stock Exchange or any other governmental agency, as they may be amended from time to time, or (ii) to the extent otherwise deemed appropriate by the Committee to recover any overpayment or mistaken payment that was based on deficient financial information, and you hereby agree and promise to promptly remit to the Company any such amount.

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15.          Adjustments.  In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event, the Committee shall adjust the number and kind of Shares covered by the Performance Stock Units and other relevant provisions to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by the Performance Stock Units.

16.          Restrictions on Payment of Shares.  Payment of Shares for your Performance Stock Units is subject to the conditions that, to the extent required at the time of delivery, (a) the Shares underlying the Performance Stock Units will be duly listed, upon official notice of redemption, upon the NYSE, and (b) a Registration Statement under the Securities Act of 1933 with respect to the Shares will be effective.  The Company will not be required to deliver any Common Stock until all applicable federal and state laws and regulations have been complied with and all legal matters in connection with the issuance and delivery of the Shares have been approved by counsel of the Company.

17.          Disposition of Securities.  By accepting the Award, you acknowledge that you have read and understand the Company’s insider trading policy, and are aware of and understand your obligations under federal securities laws in respect of trading in the Company’s securities.  The Company will have the right to recover, or receive reimbursement for, any compensation or profit realized on the disposition of Shares received for Performance Stock Units to the extent that the Company has a right of recovery or reimbursement under applicable securities laws.

18.          Plan Terms Govern.  The redemption of Performance Stock Units, the disposition of any Shares received for Performance Stock Units, and the treatment of any gain on the disposition of these Shares are subject to the terms of the Plan and any rules that the Committee may prescribe.  The Plan document, as may be amended from time to time, is incorporated into this Award Agreement.  Capitalized terms used in this Award Agreement have the meaning set forth in the Plan, unless otherwise stated in this Award Agreement.  In the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the Plan will control.  By accepting the Award, you acknowledge receipt of the Plan and the prospectus, as in effect on the date of this Award Agreement.

19.          Data Privacy.  By accepting the Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other grant materials by and among, as applicable, your Employer, the Company and its Subsidiaries (or former Subsidiaries as are deemed necessary) for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Performance Stock Units

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or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

You understand that Data may be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan.  You understand that these recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country.  You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local Human Resources Representative.  You authorize the Company and the recipients assisting the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan.  You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.  You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local Human Resources Representative.  You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan.  For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local Human Resources Representative.

20.          Nature of Grant.  By accepting the Award, you acknowledge that:

(a)           the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b)           the grant of the Performance Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Stock Units, or benefits in lieu of Performance Stock Units, even if Performance Stock Units have been granted repeatedly in the past;

(c)           all decisions with respect to future Performance Stock Unit grants, if any, will be at the sole discretion of the Company;

(d)           your participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment relationship at any time;

(e)           you are voluntarily participating in the Plan;

(f)            the Performance Stock Units and the Shares subject to the Performance Stock Units are extraordinary items that do not constitute part of your ordinary ongoing compensation;

(g)           the Performance Stock Units and the Shares subject to the Performance Stock Units are not intended to replace any pension rights or compensation;

(h)           the Performance Stock Units and the Shares subject to the Performance Stock Units are not part of normal or expected compensation or salary for any purposes,

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including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary of  the Company;

(i)            the Performance Stock Unit grant and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary of the Company;

(j)            the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(k)           in consideration of the grant of the Performance Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Stock Units resulting from termination of your employment with the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, you shall be deemed irrevocably to have waived your entitlement to pursue such claim;

(l)           the Performance Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability;

(m)          payment of your Performance Stock Units is not secured by a trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of this Award or the account established on your behalf; and

(n)           you have no rights as a stockholder of the Company pursuant to the Performance Stock Units until Shares are actually delivered to you.

21.          No Advice Regarding Grant.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares.  You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

22.          Incorporation of Other Agreements.  This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding the Performance Stock Units.  This Award Agreement supersedes any prior agreements, commitments or negotiations concerning the Performance Stock Units.

23.          Severability.  The invalidity or unenforceability of any provision of this Award  will not affect the validity or enforceability of the other provisions of the Agreement, which will remain in full force and effect.  Moreover, if any provision is found to be excessively broad in duration, scope or covered activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.

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24.          Delayed Payment.  Notwithstanding anything in this Award Agreement to the contrary, if the Employee (i) is subject to US Federal income tax on any part of the payment of the Performance Stock Units, (ii) is a “specified employee” within the meaning of section 409A(a)(2)(B) of the Internal Revenue Code and the regulations thereunder, and (iii) is or will become eligible for Retirement prior to the Normal Vesting of some or all of the Performance Stock Units, then any payment of Performance Stock Units that is made on account of his separation from service within the meaning of section 409A(a)(2)(A)(i) of the Internal Revenue Code and the regulations thereunder shall be delayed until six months following such separation from service.

25.          Language.  If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

26.          Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

27.          Imposition of Other Requirements.  The Company reserves the right to impose other requirements on your participation in the Plan, including but not limited to such requirements as described in Appendix A, if applicable, on the Performance Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

By accepting this Award, you agree to the following:

(i)            you have carefully read, fully understand and agree to all of the terms and conditions described in this Award Agreement and the Plan; and

(ii)           you understand and agree that this Award Agreement and the Plan constitute the entire understanding between you and the Company regarding the Award, and that any prior agreements, commitments or negotiations concerning the Performance Stock Units are replaced and superseded.

Thomas J. Lynch

Chief Executive Officer,

TE Connectivity

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APPENDIX A

PERFORMANCE METRICS APPLICABLE TO

FISCAL YEAR 2016 PERFORMANCE STOCK UNIT AWARDS

1.Purpose — This document is Appendix A to the “Terms and Conditions of Performance Stock Unit Award” document (your “PSU award agreement”) which reflects the terms and conditions of your Fiscal Year 2016 performance stock unit (“PSU”) award granted on November 9, 2015.  The purpose of this Appendix is to describe the terms under which you will earn PSUs granted to you under your Fiscal Year 2016 PSU award through the applicable three-year performance cycle.  (Note that the earned PSUs will not be delivered to you unless you meet the applicable vesting requirements described in your PSU award agreement.)  For purposes of your Fiscal Year 2016 PSU award, the “Performance Cycle” is the three (3) fiscal-year period beginning with the first day of fiscal year 2016 and ending on the last day of fiscal year 2018.

2.Vesting — The vesting terms applicable to your Fiscal Year 2016 PSU award are described in your PSU award agreement.  This Appendix describes how many PSUs you will earn over the three (3) fiscal years of the Performance Cycle under the Company Performance Metric, which will vest and be delivered to you in the form of Shares if you meet the applicable vesting requirements described in your PSU award agreement.

3.Performance Metric — The performance metric which will be measured to determine how many PSUs you will earn over the three (3) fiscal years of the Performance Cycle is relative earnings per share (“EPS”) growth.

·The performance metric is the average three-year growth rate of “adjusted EPS”, which is adjusted diluted EPS from continuing operations, evaluated over three (3) years. Bloomberg News refers to this metric as “Diluted EPS before Abnormal Items”.  In determining the Company’s relative performance, the Company will use the Diluted EPS before Abnormal Items data published in Bloomberg for the companies included in the benchmark described below.

The Company’s relative EPS performance will be calculated by ranking its three-year EPS growth versus the three-year EPS growth of all eligible S&P 500 Non-Financial companies.  The calculation of the Company’s relative EPS growth performance will be conducted under written procedures adopted by the Management Development and Compensation Committee (the “MDCC”) of the Board of Directors at the time the

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Fiscal Year 2016 PSU awards were granted.  (The approved calculation procedures will be made available to you upon written request sent to Executive Compensation, Attention Director of Executive Compensation, 1050 Westlakes Drive, Berwyn, PA  USA 19312.)

4.Determination of PSUs Earned — The number of PSUs earned over the three (3) fiscal year Performance Cycle will be determined based on the Company’s relative EPS growth performance for the cycle.  The performance metric, as determined at the end of the three (3) fiscal year performance cycle, will be applied to the target amount of PSUs granted to you under the award.  Depending on the Company’s relative EPS growth performance for the performance cycle, you can earn from 0% to 200% of the PSUs granted to you, based on the following scale:

	Threshold	Target	Maximum
Performance Zone (relative EPS growth % ranking)	25th	50th	75th
PSUs Earned (% of PSUs eligible to be earned)	50%	100%	200%

Performance below the 25th percentile results in zero PSUs earned for the fiscal year.  Performance between the 25th and 75th percentile will be interpolated.  Performance above the 75th percentile is capped at 200%.

5.Certification Date — The date on which the MDCC of the Board of Directors certifies performance results for each fiscal year in the Performance Cycle is the Certification Date for purposes of the PSU award agreement.

6.PSUs Earned— Once the MDCC determines the number of PSUs that you have earned within the Performance Cycle under the Company Performance Metric, that number of units will be credited to your PSU account.

7.MDCC Discretion — All decisions regarding the interpretation of your PSU award and the calculation of PSUs earned under your PSU award, including without limitation, any and all matters relating to the calculation of the Company’s relative EPS growth performance, will be made in the sole and absolute discretion of the MDCC.  All determinations of the MDCC will be final, binding and conclusive on all parties.

8.Governing Document — This Appendix A is part of and incorporated into the terms of your PSU award agreement and should be read in context of the award agreement.

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EX-10.17

Exhibit 10.17

INDEMNIFICATION AGREEMENT

THIS AGREEMENT is entered into, effective as of [•], by and between TE Connectivity Ltd.., a Swiss corporation (the “Company”), and                (“Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director and/or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations;

WHEREAS, the Articles of Association of the Company require the Company to indemnify its directors and officers to the fullest extent permitted by law, and permit the Company to advance expenses relating to the defense of indemnification matters, and the Indemnitee has been serving and continues to serve as a director and/or officer of the Company in part in reliance on the Company’s Articles of Association;

WHEREAS, the recognition of Indemnitee’s need for (i) substantial protection against personal liability based on Indemnitee’s reliance upon aforesaid Articles of Association, (ii) specific contractual assurance that the protection promised by the Articles of Association will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Articles of Association or any change in the composition of the Company’s Board of Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted under law and as set forth in this Agreement, and, to the extent insurance is maintained, to provide for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies;

NOW, THEREFORE, in consideration of the above premises and of Indemnitee continuing to serve the Company directly or, at its request, with another Enterprise, and intending to be legally bound hereby, the parties agree as follows:

1.             Certain Definitions:

(a)           Affiliate:  any corporation or other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

(b)           Board:  the Board of Directors of the Company.

(c)           Change in Control:  shall be deemed to have occurred if:

(i)            any “person,” as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act, becomes a “beneficial owner,” as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Stock (as defined below) of the Company;

(ii)           the majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board on the effective date of the separation of the Company from Tyco International Ltd., provided that any person becoming a director subsequent to such date whose election or nomination for election was supported by three-quarters of the directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director;

(iii)          the Company adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;

(iv)          all or substantially all of the assets or business of the Company is disposed of pursuant to a merger, consolidation or other transaction (unless the shareholders of the Company immediately prior to such a merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company); or

(iv)          the Company combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of the Company immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Stock of the combined company (there being excluded from the number of shares held by such shareholders, but not from the Voting Stock of the combined company, any shares received by Affiliates of such other company in exchange for stock of such other company).

(d)           Enterprise:  the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

(e)           Exchange Act:  the Securities Exchange Act of 1934, as amended.

(f)            Expenses:  any expense, liability, or loss, including reasonable attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and all other costs and obligations, paid or incurred in connection with investigating, defending, prosecuting (subject to Section 2(b)), being a

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witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event.  Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent.

(g)           Indemnifiable Event:  (i) any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or officer of the Company, or while a director or officer is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, limited liability company, joint venture, employee benefit plan, trust, or other Enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or another Enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee, or agent of the Company, as described above or (ii) any event or fact related to the fact that Indemnitee is or was a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, limited liability company, joint venture, employee benefit plan, trust, or other Enterprise and that related to the subject matter of the investigations referred to in the Company’s Form 10 as filed on June 8, 2007 or any other investigation (whether or not the Company is a target of such investigation) by any government entity covering subject matter that is substantially similar to the subject matter of, or arises out of, the foregoing investigations.

(h)           Independent Counsel:  the person or body appointed in connection with Section 3.

(i)            Proceeding:  any threatened, pending, or completed action, suit, or proceeding or any alternative dispute resolution mechanism (including an action by or in the right of the Company), or any inquiry, hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other.

(j)            Reviewing Party:  the person or body appointed in accordance with Section 3.

(k)           Voting Stock:  capital stock of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors (or similar function) of an Enterprise.

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2.             Agreement to Indemnify

(a)           General Agreement.  In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted. 

(b)           Initiation of Proceeding.  Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.

(c)           Expense Advances.  If so requested by Indemnitee, the Company shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, and (ii) the Company shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid.  If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 5, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).  Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

(d)           Mandatory Indemnification.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

(e)           Partial Indemnification.  If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses,

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but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

(f)            Prohibited Indemnification.  No indemnification pursuant to this Agreement shall be paid by the Company:

(i)            on account of any Proceeding in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provision of Section 16(b) of the Exchange Act or similar provision of any federal, state, or local laws;

(ii)           if a court of competent jurisdiction by a final judicial determination, shall determine that such indemnification is not permitted under applicable law;

(iii)          if the Indemnitee has been convicted of a crime constituting a felony under the laws of the jurisdiction where the criminal action had been brought; or

(iv) in respect of any fraud, dishonesty or intentional or grossly negligent breach of duties of which the Indemnitee may be guilty in relation to the Company, provided that, notwithstanding the foregoing, the Company shall provide Expense Advances to an Indemnitee for the costs, charges and expenses incurred by him in defending any civil or criminal proceedings against him in respect of an allegation of fraud, dishonesty, or intentional or grossly negligent breach of duties, on condition that he shall repay the advance if any such allegation is proved against him.

3.             Reviewing Party.  Prior to any Change in Control, the Reviewing Party shall be any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee is seeking indemnification; after a Change in Control, the Independent Counsel referred to below shall become the Reviewing Party.  With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Articles of Association now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years.  The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this

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Agreement.  Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law.  In doing so, the Independent Counsel may consult with (and rely upon) counsel in any appropriate jurisdiction (e.g., _Switzerland) who would qualify as Independent Counsel (“Local Counsel”).  The Company agrees to pay the reasonable fees of the Independent Counsel and the Local Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel or the Local Counsel pursuant hereto.

4.             Indemnification Process and Appeal.

(a)           Indemnification Payment.  Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

(b)           Adjudication or Arbitration.

(i) Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty days after making a demand in accordance with Section 4(a) (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in the court at the Company’s domicile as evidenced in the commercial register (the “Court at the Company’s domicile”) or in any federal or state court located in New York County, State of New York (a “New York Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof.  Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on the Company and Indemnitee.  The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity.  The Company and Indemnitee hereby irrevocably and unconditionally (A) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court at the Company’s domicile or in a New York Court and not in any other court in the United States or in any other country, (B) consent to submit to the exclusive jurisdiction of the Court at the Company’s domicile or the New York Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (C) waive any objection to the laying of venue or any such action or proceeding in the Court at the Company’s domicile or in the New York Court, and (D) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Court at the Company’s domicile or the New York Court has been brought in an improper or inconvenient forum.

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(ii)           Alternatively, in the case of a Nonpayment Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

(iii)          In the event that a determination shall have been made pursuant to Section 3 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination.  In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.  If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(iv)          In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration.  If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

(c)           Defense to Indemnification, Burden of Proof, and Presumptions.

(i) It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Company) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed.

(ii)           In connection with any action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on the Company.

7

(iii)          Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the Indemnitee is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, independent legal counsel, or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or created a presumption that the Indemnitee has not met the applicable standard of conduct.

(iv)          For purposes of this Agreement, to the fullest extent permitted by law, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

5.             Indemnification for Expenses Incurred in Enforcing Rights.  The Company shall indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in connection with any action brought by Indemnitee:

(a)           as provided in Section 4(b)(iv), for indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or under applicable law or the Company’s Articles of Association now or hereafter in effect relating to indemnification for Indemnifiable Events, and/or

(b)           for recovery under directors’ and officers’ liability insurance policies maintained by the Company,

but only in the event that Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be.  In addition, the Company shall, if so requested by Indemnitee, advance the foregoing Expenses to Indemnitee, subject to and in accordance with Section 2(c).

6.             Notification and Defense of Proceeding.

(a)           Notice.  Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 6(c).

(b)           Defense.  With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate

8

in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee.  After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below.  Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless; (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expense of the Proceeding shall be borne by the Company.  The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

(c)           Settlement of Claims.  The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, such consent not to be unreasonably withheld; provided, however, that if a Change in Control has occurred (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement.  The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent.  The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.

7.             Establishment of Trust.  In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event.  The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be

9

determined by the Independent Counsel.  The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee (as defined below) shall advance, within five business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement.  The trustee of the Trust (the “Trustee”) shall be chosen by the Indemnitee.  Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement.  All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes.  The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

8.             Non-Exclusivity.  The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Articles of Association, applicable law, or otherwise; provided, however, that this Agreement shall supersede any prior indemnification agreement between the Company and the Indemnitee.  To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under the Company’s Articles of Association, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.

9.             Liability Insurance.  To the extent the Company maintains an insurance policy or policies providing general and/or directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

10.          Continuation of Contractual Indemnity or Period of Limitations.  All agreements and obligations of the Company contained herein shall continue for so long as Indemnitee shall be subject to, or involved in, any proceeding for which indemnification is provided pursuant to this Agreement.

11.          Amendment of this Agreement.  No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a continuing waiver.  Except, as

10

specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

12.          Subrogation.  In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

13.          No Duplication of Payments.  The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Articles of Association, or otherwise) of the amounts otherwise indemnifiable hereunder.

14.          Binding Effect.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives.  The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.  The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such capacity at the time of any Proceeding or is deceased and shall inure to the benefit of the heirs, executors, administrators, legatees and assigns of such a person.

15.          Severability.  If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law.  Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void or unenforceable.

16.          Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of Switzerland applicable to contracts made and to be performed in such jurisdiction without giving effects to its principles of conflicts of laws.

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17.          Notices.  All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

TE Connectivity Ltd..
Rheinstrasse 20
8200 Schaffhausen

Switzerland
Attention: Corporate Secretary

And to Indemnitee at:

Notice of change of address shall be effective only when given in accordance with this Section.  All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the day of actual receipt.

18.          Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as the day specified above.

COMPANY

By:  TE Connectivity Ltd.

Its:

INDEMNITEE

13

EX-21.1

Exhibit 21.1

Subsidiaries of the Registrant

The following is a list of subsidiaries of the Registrant as of November 8, 2016, omitting some subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.

Jurisdiction	Entity Name
Argentina	TE Connectivity Argentina S.R.L.
	Tyco Networks (Argentina) S.R.L.
	Tyco Submarine Systems de Argentina S.A.
Australia	Clarebury Pty. Ltd.
	Grangehurst Enterprises Pty. Ltd.
	Morlynn Ceramics Pty. Ltd.
	Tappat Engineering Pty Ltd
	TE Connectivity Australia Pty Ltd
Austria	Tyco Electronics Austria GmbH
Barbados	Corcom West Indies Limited
	TE Connectivity (Barbados) SRL
Belgium	Raychem Industries BVBA
	Tyco Electronics Belgium EC BVBA
Bermuda	Tyco Electronics Eta Limited
	Tyco Electronics Holdings (Bermuda) No. 7 Limited
	Tyco Electronics Lambda
	Tyco Global Networks Ltd.
	Tyco Telecommunications Ltd.
Brazil	Celis Eletrocomponentes Ltda.
	Seacon Produtos e Servicos Opticos e Eletricos Ltda.
	Tyco Electronics Brasil Ltda.
British Virgin Islands	Communication Expert International Investments Limited
	Kenabell Holding Limited
Canada	TE Connectivity ULC
	Tyco Electronics Canada ULC
Chile	ADC Chile Limitada
	Tyco Electronics Industrial Y Comercial Chile Limitada
China	ADC Telecommunications Equipment (Shanghai) Co., Ltd.
	Deutsch Connectors Manufacturing (Shanghai) Co., Ltd.
	Deutsch Connectors Trading (Shanghai) Co., Ltd.
	Intercontec Connector System (Shanghai) Co., Ltd.
	MEAS Shenzhen Limited
	Measurement Specialties (Chengdu) Ltd.
	Measurement Specialties (China) Ltd.
	Measurement Specialties (China) Ltd. Production Branch
	Measurement Technology (Chengdu) Ltd.
	Raychem Shanghai Cable Accessories Ltd
	Raychem (Shanghai) Trading Ltd
	Shanghai CII Electronics Co., Ltd (50%)
	Shenzhen Century Man Communication Equipment Co., Ltd.
	Sibas Electronics (Xiamen) Co., Ltd.
	Taicang Speed & Spin Sensors Co., Ltd.
	TE Connectivity Connectors (Suzhou) Co., Ltd.

	TE Connectivity (Kunshan) Company Limited
	TE Connectivity (Suzhou) Co., Ltd.
	Tyco Electronics AMP Guangdong Ltd
	Tyco Electronics AMP Qingdao Ltd.
	Tyco Electronics AMP Shanghai Ltd. (92.31%)
	Tyco Electronics (Dongguan) Ltd
	Tyco Electronics (Kunshan) Ltd
	Tyco Electronics (Qingdao) Ltd.
	Tyco Electronics (Shanghai) Co., Ltd
	Tyco Electronics (Shenzhen) Co. Ltd.
	Tyco Electronics (Suzhou) Ltd.
	Tyco Electronics Technology (SIP) Ltd.
	Tyco Electronics Technology (SIP) Co., Ltd. Branch No. 1
	Tyco Electronics (Zhuhai) Ltd
	Wema Environmental Technologies (Shanghai) Co., Ltd.
	Wema Environmental Technologies (Shenzhen) Co., Ltd.
Colombia	TE Connectivity Colombia S.A.S.
Costa Rica	Creganna Medical s.r.l.
	TechDevice Costa Rica Limitada
Cyprus	Acalon Holdings Limited
	Raychem Technologies Limited
Czech Republic	Tyco Electronics Czech s.r.o.
	Tyco Electronics EC Trutnov s.r.o.
Denmark	TE Connectivity (Denmark) ApS
Dominican Republic	Raychem Dominicana S.A.
Finland	Tyco Electronics Finland Oy
France	Butterfly Management SAS
	Carrier Kheops Bac SAS
	Compagnie Deutsch Distribution SAS
	Compagnie Deutsch SAS
	Connecteurs Electriques Deutsch SAS
	Deutsch Finance SAS
	Deutsch Group SAS
	Deutsch SAS
	MEAS Europe SAS
	MEAS France SAS
	Tyco Electronics France SAS
	Tyco Electronics Group S.A. (French Branch)
	Tyco Electronics Holding France
	Tyco Electronics Idento
	Tyco Electronics SIMEL SAS
Germany	Cablotec GmbH
	Comtec Systeme GmbH
	Intercontect Pfeiffer Industrie-Steckverbindungen GmbH
	Intercontec Produkt GmbH
	motec Montage GmbH
	Pfeiffer GmbH & Co KG
	Pfeiffer Verwaltungs GmbH
	TE Connectivity EMEA Holding GmbH
	TE Connectivity Germany GmbH
	Tyco Electronics EC Verwaltungsgesellschaft mbH

	Tyco Electronics Germany Holdings GmbH
	Tyco Electronics Raychem GmbH
	TE Connectivity Sensors Germany GmbH
	Tyco Electronics Verwaltungs GmbH
Gibraltar	Tyco Electronics China (Gibraltar) Limited
	Tyco Electronics (Gibraltar) Holding Limited
	Tyco Electronics (Gibraltar) Limited
	Tyco Electronics India (Gibraltar) Limited
Greece	Tyco Electronics Hellas MEPE
Guernsey	Cregstar Bidco Limited
Hong Kong	ADC Communications Hong Kong Limited
	AMP Products Pacific Limited
	Deutsch Connectors Hong Kong Limited
	F.A.I. Technology (Hong Kong) Limited
	Hong Kong Sensors Technologies Limited
	MEAS Asia Limited
	Raychem China Limited
	Raychem (HK) Limited
	TE Connectivity HK Limited
	TE Connectivity (HKZ) Holding Limited
	Tyco Electronics H.K. Limited
	Tyco Electronics Hong Kong Holdings No. 1 Limited
	Tyco Electronics Hong Kong Holdings No. 2 Limited
	Tyco Electronics Hong Kong Holdings No. 3 Limited
	Wema System Hong Kong Limited
	Wema System Production and Distribution HK Limited
Hungary	Tyco Electronics Hungary Termelo Kft
India	CII Guardian International Limited (39.431%)
	Deutsch India Power Connectors (Pvt) Ltd
	RAYCHEM-RPG Private Limited (50%)
	TE Connectivity India Private Limited
	TE Connectivity Services India Private Limited
	Wema Automotive System Private Limited
Indonesia	PT KRONE Indonesia (70%)
	PT. Tyco Electronics Indonesia
Ireland	Betatherm (R&D) Limited
	Creganna Captial Holding Ireland Unlimited Company
	Creganna Finance Ireland Limited
	Creganna Solutions Unlimited Company
	Creganna Tactx Singapore Limited
	Creganna Unlimited Company
	MEAS Ireland (Betatherm) Limited
	TE Connectivity Holding International II S.à r.l. (Ireland Branch)
	TE Connectivity Ireland Limited
	TE Connectivity (Netherlands) Holding S.a r.l. - Irish Branch
	Tyco Electronics Group S.A. (Ireland Branch)
	Tyco Electronics Ireland Limited
Isle of Man	Creganna Medical Technology Unlimited
	Creganna Solutions Limited
Israel	Deutsch Israel Ltd.

	Raychem Ltd.
	Tyco Electronics Israel Ltd.
Italy	Tyco Electronics AMP Italia Products S.R.L.
	Tyco Electronics AMP Italia S.R.L.
	Tyco Electronics Italia Holding S.r.l.
	Tyco Networks (Italy) Srl
Japan	LADD Distribution Limited
	Nikkiso-Therm Co., Ltd. (50.06%)
	Tyco Electronics Japan G.K.
Kenya	Tyco Electronics UK Ltd. (Kenya Branch)
Luxembourg	Creganna Luxembourg SARL
	TCN Holding (Luxembourg) S.a.r.l. (en liquidation)
	TE Connectivity Holding International S.A.
	TE Connectivity Holding International II S.a r.l.
	TE Connectivity Investments Holding S.A.
	TE Connectivity LATAM Holding S.à r.l.
	TE Connectivity LATAM I S.à r.l.
	TE Connectivity LATAM II S.à r.l.
	TE Connectivity MOG Europe S.a r.l.
	TE Connectivity MOG Holding S.a r.l.
	Tyco Electronics Finance S.a r.l.
	Tyco Electronics Group S.A.
	Tyco Electronics Holding S.a r.l.
	Tyco Electronics Netherlands (Germany Holding) S.à r.l.
	TyCom Holdings II SA
Malaysia	TE Connectivity Manufacturing Sdn. Bhd.
	Tyco Electronics (Malaysia) Sdn. Bhd.
Malta	Tyco Electronics (AMP Korea) Malta Limited
	Tyco Electronics (Korea) Malta Limited
Marshall Islands	C.S. Tyco Decisive Inc.
	C.S. Tyco Dependable Inc.
	C.S. Tyco Durable Inc.
	C.S. Tyco Reliance Inc.
	C.S. Tyco Resolute Inc.
	C.S. Tyco Responder Inc.
Mexico	AMP Amermex, S.A. de C.V.
	Cima de Acuna S.A. de C.V.
	Corcom, S.A. de C.V.
	Deutsch Servicios S. de R.L. De C.V.
	Kemex Holding Company, S.A. de C.V.
	Potter & Brumfield de Mexico, S.A. de C.V.
	Raychem Juarez, S.A. de C.V.
	Seacon Global Production, S. de R.L. de C.V.
	Tyco Electronics Mexico, S. de R.L. de C.V.
	Tyco Electronics Tecnologias S. de R.L. de C.V.
	Tyco Submarine Systems, S.A. de C.V.
Morocco	TE Connectivity Morocco SARL
Netherlands	AMP Taiwan B.V.
	AMP Trading B.V.
	TE Connectivity Nederland B.V.

	TE Connectivity Netherlands Cooperatief U.A.
	TE Connectivity Netherlands (Poland II) Cooperatief U.A.
	TE Connectivity Netherlands (Turkey) B.V.
	Tyco Electronics Netherlands (Gibraltar China) Cooperatief U.A.
	Tyco Electronics Netherlands (Gibraltar India) Cooperatief U.A.
	Tyco Electronics Netherlands Holding B.V.
	Tyco Electronics Netherlands (India) Cooperatief U.A.
	Tyco Electronics Wireless Systems B.V.
	Tyco Networks (Netherlands) B.V.
New Zealand	Tyco Electronics NZ Limited
Nigeria	TE Connectivity Technology Solutions Limited
Norway	MEAS Norway AS
	Precision Subsea AS
	Tyco Electronics Norge AS
	Wema System AS
Panama	TYCO SUBMARINE SYSTEMS, INC.
Peru	Tyco Electronics Del Peru S.A.C.
	TyCom Networks (Peru) S.A.
Philippines	Tyco Electronics Philippines, Inc.
Poland	TYCO Electronics Polska Sp.z.o.o.
Portugal	Tyco Electronics Componentes Electromecanicos Lda.
Russia	Tyco Electronics RUS OOO
Saudi Arabia	Raychem Saudi Arabia Limited (49%)
	Tyco Electronics Saudi Arabia Limited
Singapore	ADC Communications (SEA) Pte. Ltd.
	Creganna Medical Pte. Limited
	Crompton Instruments (South-East Asia) Pte. Ltd.
	Tyco Electronics AMP Manufacturing (S) Pte Ltd
	Tyco Electronics Manufacturing Singapore Pte Ltd
	Tyco Electronics Singapore Pte Ltd
South Africa	TE Connectivity South Africa Proprietary Limited
South Korea	Advanced Tube Technologies, Ltd.
	Tyco Electronics AMP Korea Co., Ltd.
	Tyco Electronics Raychem Korea Limited
Spain	TE Connectivity Spain, S.L.U.
	TE Connectivity SubCom S.L.U.
	TE Connectivity SubCom Spain Holding S.L.U.
	Tyco Iberia, S.L.
	Tyco Networks Iberica, S.L.
Sweden	Tyco Electronics Svenska AB
	Tyco Electronics Svenska Holdings AB
Switzerland	Jaquet Technology Group AG
	MEAS Switzerland S.a r.l.
	TE Connectivity Holding International II S.a r.l., Luxembourg (LU), Schaffhausen branch

	TE Connectivity Holding International II S.a r.l., Luxembourg (LU), Schaffhausen E-Finance branch
	TE Connectivity MOG Sales GmbH
	TE Connectivity Investments Holding S.A., Luxembourg (LU), Schaffhausen branch
	TE Connectivity Solutions GmbH
	Tyco Electronics Finance Alpha GmbH
	Tyco Electronics (Schweiz) Holding II GmbH
	TE Connectivity (Schweiz) Management AG
	Tyco Electronics Services GmbH
	Tyco International Services GmbH (49.9375%)
	Wema System AG
Taiwan	Raychem Pacific Corporation (50%)
	Taliq Taiwan Limited
	Tyco Electronics Holdings (Bermuda) No. 7 Limited, Taiwan Branch
Thailand	TE Connectivity Distribution (Thailand) Limited
	TE Connectivity Manufacturing (Thailand) Company Limited
	Wema Environmental Technologies Ltd.
Tunisia	TE Connectivity Tunisia Sarl
Turkey	Tyco Elektronik AMP Ticaret Limited Sirketi
Ukraine	Tyco Electronics Ukraine Limited
United Arab Emirates	Tyco Electronics Middle East FZE
United Kingdom	ADC Communications (UK) Holding Ltd.
	ADC Communications (UK) Ltd.
	Advanced Fiber Products Limited
	Critchley Group Limited
	Deutsch GB Limited
	Deutsch Subco Limited
	Deutsch UK
	Polamco Limited
	Raychem Limited
	Seacon (Europe) Limited
	Servo Interconnect Limited
	TE Connectivity Limited
	Tyco Electronics Corby Limited
	Tyco Electronics Motors Ltd
	Tyco Electronics Precision Engineering Ltd.
	Tyco Electronics UK Holdings Ltd
	Tyco Electronics UK Ltd.
United States	999 Arques Corp. (37.5%)
	AdvancedCath Technologies, LLC
	Advanced Fiber Products LLC
	American Sensor Technologies, Inc.
	Brantner and Associates, Inc.
	Brantner Holding Company
	Catheter and Disposable Technology, Inc.
	Codenoll Technology Corporation (73.988%)
	Cotsworks LLC (40%)
	Creganna Finance (US) LLC
	Creganna Medical Devices, Inc.
	Creganna Regulatory, Inc.
	Howard A. Schaevitz Technologies, Inc.
	Jaquet North America, Inc.
	LADD Distribution LLC

	LSA, LLC
	MEAS US Holding, Inc.
	Measurement Specialties Foreign Holdings LLC
	Measurement Specialties, Inc.
	Medical Engineering & Design, Inc.
	MP&E, LLC
	Precision Interconnect LLC
	Precision Wire Components, LLC
	Precision Wire Holding Company
	Produxx, Inc.
	Raychem International LLC
	Raychem International Manufacturing LLC
	Rochester Wire and Cable LLC
	SEACON Advanced Products LLC
	TacPro, LLC
	Tactx Medical, Inc.
	TE Connectivity Inc.
	TE Connectivity MOG Inc.
	TE Connectivity Phoenix Optix Inc.
	TE Connectivity Seacon Phoenix Inc.
	TE Connectivity US Group Holding Inc.
	TechDevice LLC
	TechDevice Holdings, LLC
	The Whitaker LLC
	Transoceanic Cable Ship Company LLC
	Tyco Electronics Corporation
	Tyco Electronics Holding Corp.
	Tyco Electronics Integrated Cable Systems LLC
	Tyco Electronics Latin America Holding LLC
	Tyco Electronics Printed Circuit Group LP
	Tyco Electronics RIMC Holding LLC
	Tyco Electronics Subsea Communications LLC
	Wema Americas LLC
Uruguay	Tyco Electronics Uruguay S.A.
Venezuela	AMP de Venezuela, C.A.
	Tyco Electronics de Venezuela, C.A.
	Tyco Submarine Systems, C.A.
Vietnam	TE Connectivity Vietnam Holding Company Limited

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-193380 and 333-212771) and Form S-8 (File Nos. 333-180085, 333-144355, 333-144369, 333-167445, and 333-171127) of our reports dated November 15, 2016, relating to the consolidated financial statements and financial statement schedule of TE Connectivity Ltd. and subsidiaries and the effectiveness of TE Connectivity Ltd. and subsidiaries' internal control over financial reporting appearing in this Annual Report on Form 10-K of TE Connectivity Ltd. and subsidiaries for the fiscal year ended September 30, 2016.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania
November 15, 2016

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That each person whose signature appears below, as a Director of TE Connectivity Ltd. (the “Company”), a Swiss corporation with its general offices at Rheinstrasse 20, CH-8200 Schaffhausen, Switzerland, does hereby make, constitute and appoint Thomas J. Lynch, Chief Executive Officer, Heath A. Mitts, Executive Vice President and Chief Financial Officer, John S. Jenkins, Jr., Executive Vice President and General Counsel, or any one of them acting alone, his or her true and lawful attorneys, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to execute and sign the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016, and any and all amendments thereto, and documents in connection therewith, to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents.

Dated and effective as of the 14th of November 2016.

/s/ Thomas J. Lynch	/s/ Yong Nam
Thomas J. Lynch, Director	Yong Nam, Director
/s/ Pierre R. Brondeau	/s/ Daniel J. Phelan
Pierre R. Brondeau, Director	Daniel J. Phelan, Director
/s/ Terrence R. Curtin	/s/ Paula A. Sneed
Terrence R. Curtin, Director	Paula A. Sneed, Director
/s/ Carol A. Davidson	/s/ Mark C. Trudeau
Carol A. Davidson, Director	Mark C. Trudeau, Director
/s/ Juergen W. Gromer	/s/ John C. Van Scoter
Juergen W. Gromer, Director	John C. Van Scoter, Director
/s/ William A. Jeffrey	/s/ Laura H. Wright
William A. Jeffrey, Director	Laura H. Wright, Director

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 Annual Report on Form 10-K 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: November 15, 2016

/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, Heath A. Mitts, certify that:

1.

I have reviewed this Annual Report on Form 10-K 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: November 15, 2016

/s/ HEATH A. MITTS
Heath A. Mitts
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 annual report on Form 10-K for the fiscal year ended September 30, 2016 (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
November 15, 2016

/s/ HEATH A. MITTS Heath A. Mitts
Executive Vice President and Chief Financial Officer
November 15, 2016

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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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Document and Entity Information - USD ($) $ in Billions	12 Months Ended
	Sep. 30, 2016	Nov. 10, 2016	Mar. 25, 2016
Document and Entity Information
Entity Registrant Name	TE Connectivity Ltd.
Entity Central Index Key	0001385157
Document Type	10-K
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 21.7
Entity Common Stock, Shares Outstanding		355,343,021
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 12,238	$ 12,233	$ 11,973
Cost of sales	8,205	8,146	8,001
Gross margin	4,033	4,087	3,972
Selling, general, and administrative expenses	1,463	1,504	1,534
Research, development, and engineering expenses	644	627	583
Acquisition and integration costs	22	55	31
Restructuring and other charges, net	2	152	19
Operating income	1,902	1,749	1,805
Interest income	19	17	19
Interest expense	(127)	(136)	(127)
Other income (expense), net	(632)	(55)	63
Income from continuing operations before income taxes	1,162	1,575	1,760
Income tax (expense) benefit	779	(337)	(146)
Income from continuing operations	1,941	1,238	1,614
Income from discontinued operations, net of income taxes	68	1,182	167
Net Income	$ 2,009	$ 2,420	$ 1,781
Basic earnings per share:
Income from continuing operations (in dollars per share)	$ 5.30	$ 3.06	$ 3.94
Income from discontinued operations (in dollars per share)	0.19	2.92	0.41
Net income (in dollars per share)	5.49	5.98	4.34
Diluted earnings per share:
Income from continuing operations (in dollars per share)	5.26	3.01	3.87
Income from discontinued operations (in dollars per share)	0.18	2.88	0.40
Net income (in dollars per share)	5.44	5.89	4.27
Dividends paid per common share	$ 1.40	$ 1.24	$ 1.08
Weighted-average number of shares outstanding:
Basic (in shares)	366	405	410
Diluted (in shares)	369	411	417

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 2,009	$ 2,420	$ 1,781
Other comprehensive loss:
Currency translation	(92)	(312)	(211)
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes	(88)	(46)	(123)
Gains on cash flow hedges, net of income taxes	11	2	14
Other comprehensive loss	(169)	(356)	(320)
Comprehensive income	$ 1,840	$ 2,064	$ 1,461

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015
Current assets:
Cash and cash equivalents	$ 647	$ 3,329
Accounts receivable, net of allowance for doubtful accounts of $17 and $18, respectively	2,046	2,120
Inventories	1,596	1,615
Prepaid expenses and other current assets	486	476
Deferred income taxes		345
Total current assets	4,775	7,885
Property, plant, and equipment, net	3,052	2,920
Goodwill	5,492	4,824
Intangible assets, net	1,879	1,555
Deferred income taxes	2,111	2,144
Receivable from Tyco International plc and Covidien plc	12	964
Other assets	287	297
Total Assets	17,608	20,589
Current liabilities:
Short-term debt	331	498
Accounts payable	1,090	1,143
Accrued and other current liabilities	1,437	1,749
Deferred revenue	208	185
Total current liabilities	3,066	3,575
Long-term debt	3,739	3,386
Long-term pension and postretirement liabilities	1,502	1,327
Deferred income taxes	207	329
Income taxes	247	1,954
Other liabilities	362	433
Total Liabilities	9,123	11,004
Commitments and contingencies (Note 12)
Shareholders' Equity:
Common shares, CHF 0.57 par value, 382,835,381 shares authorized and issued, and 414,064,381 shares authorized and issued, respectively	168	182
Contributed surplus	1,801	4,359
Accumulated earnings	8,682	6,673
Treasury shares, at cost, 27,554,005 and 20,071,089 shares, respectively	(1,624)	(1,256)
Accumulated other comprehensive loss	(542)	(373)
Total Shareholders' Equity	8,485	9,585
Total Liabilities and Shareholders' Equity	$ 17,608	$ 20,589

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CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions	Sep. 30, 2016 SFr / shares	Sep. 30, 2016 USD ($) shares	Sep. 25, 2015 SFr / shares	Sep. 25, 2015 USD ($) shares
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts (in dollars) | $		$ 17		$ 18
Common shares, par value (in currency per share) | SFr / shares	SFr 0.57		SFr 0.57
Common shares, shares authorized		382,835,381		414,064,381
Common shares, shares issued		382,835,381		414,064,381
Treasury shares		27,554,005		20,071,089

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions	Common Shares	Treasury Shares	Contributed Surplus	Accumulated Earnings	Accumulated Other Comprehensive Income (Loss)	TE Connectivity Ltd. Shareholders' Equity	Noncontrolling Interests	Total
Balance at Sep. 27, 2013	$ 189	$ (720)	$ 6,136	$ 2,472	$ 303	$ 8,380	$ 6	$ 8,386
Balance (in shares) at Sep. 27, 2013	429	(17)
Increase (Decrease) in Equity:
Net income				1,781		1,781		1,781
Other comprehensive loss					(320)	(320)		(320)
Share-based compensation expense			84			84		84
Dividends approved			(473)			(473)		(473)
Exercise of share options		$ 156				156		156
Exercise of share options (in shares)		5
Restricted share award vestings and other activity		$ 125	(122)			3		3
Restricted share award vestings and other activity (in shares)		2
Repurchase of common shares		$ (604)				(604)		$ (604)
Repurchase of common shares (in shares)		(11)						(11)
Cancellation of treasury shares	$ (5)	$ 399	(394)
Cancellation of treasury shares (in shares)	(10)	10						(10)
Balance at Sep. 26, 2014	$ 184	$ (644)	5,231	4,253	(17)	9,007	6	$ 9,013
Balance (in shares) at Sep. 26, 2014	419	(11)
Increase (Decrease) in Equity:
Net income				2,420		2,420		2,420
Other comprehensive loss					(356)	(356)		(356)
Share-based compensation expense			95			95		95
Dividends approved			(526)			(526)		(526)
Exercise of share options		$ 103				103		103
Exercise of share options (in shares)		3
Restricted share award vestings and other activity		$ 143	(138)			5	$ (6)	(1)
Restricted share award vestings and other activity (in shares)		1
Repurchase of common shares		$ (1,163)				(1,163)		$ (1,163)
Repurchase of common shares (in shares)		(18)						(18)
Cancellation of treasury shares	$ (2)	$ 305	(303)
Cancellation of treasury shares (in shares)	(5)	5						(5)
Balance at Sep. 25, 2015	$ 182	$ (1,256)	4,359	6,673	(373)	9,585		$ 9,585
Balance (in shares) at Sep. 25, 2015	414	(20)
Increase (Decrease) in Equity:
Net income				2,009		2,009		2,009
Other comprehensive loss					(169)	(169)		(169)
Share-based compensation expense			91			91		91
Dividends approved			(512)			(512)		(512)
Exercise of share options		$ 90				90		90
Exercise of share options (in shares)		2
Restricted share award vestings and other activity		$ 146	(145)			1		1
Restricted share award vestings and other activity (in shares)		2
Repurchase of common shares		$ (2,610)				(2,610)		$ (2,610)
Repurchase of common shares (in shares)		(43)						(43)
Cancellation of treasury shares	$ (14)	$ 2,006	(1,992)
Cancellation of treasury shares (in shares)	(31)	31						(31)
Balance at Sep. 30, 2016	$ 168	$ (1,624)	$ 1,801	$ 8,682	$ (542)	$ 8,485		$ 8,485
Balance (in shares) at Sep. 30, 2016	383	(28)

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Cash Flows From Operating Activities:
Net income	$ 2,009	$ 2,420	$ 1,781
Income from discontinued operations, net of income taxes	(68)	(1,182)	(167)
Income from continuing operations	1,941	1,238	1,614
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	585	616	551
Non-cash restructuring charges	41	21	16
Deferred income taxes	178	40	(281)
Provision for losses on accounts receivable and inventories	17	36	34
Tax sharing (income) expense	632	52	(65)
Share-based compensation expense	91	89	77
Gain on divestiture	(144)
Other	61	105	50
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net	116	(210)	(182)
Inventories	16	(220)	(98)
Prepaid expenses and other current assets	282	36	(14)
Accounts payable	(100)	(22)	71
Accrued and other current liabilities	(4)	(155)	(280)
Deferred revenue	26	12	113
Income taxes	(1,764)	(52)	167
Other	45	33	31
Net cash provided by continuing operating activities	2,019	1,619	1,804
Net cash provided by (used in) discontinued operating activities	(97)	294	279
Net cash provided by operating activities	1,922	1,913	2,083
Cash Flows From Investing Activities:
Capital expenditures	(628)	(600)	(635)
Proceeds from sale of property, plant, and equipment	8	17	129
Acquisition of businesses, net of cash acquired	(1,336)	(1,725)	(522)
Proceeds from divestiture of business, net of cash retained by sold business	333		3
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations	(19)	2,957
Other	61	12	(13)
Net cash provided by (used in) continuing investing activities	(1,581)	661	(1,038)
Net cash used in discontinued investing activities		(25)	(37)
Net cash provided by (used in) investing activities	(1,581)	636	(1,075)
Cash Flows From Financing Activities:
Net increase (decrease) in commercial paper	330	(328)	(23)
Proceeds from issuance of debt	352	617	1,322
Repayment of debt	(501)	(473)	(360)
Proceeds from exercise of share options	90	103	156
Repurchase of common shares	(2,787)	(1,023)	(578)
Payment of common share dividends to shareholders	(509)	(502)	(443)
Transfers (to) from discontinued operations	(97)	269	242
Other	(5)		(9)
Net cash provided by (used in) continuing financing activities	(3,127)	(1,337)	307
Net cash provided by (used in) discontinued financing activities	97	(269)	(242)
Net cash provided by (used in) financing activities	(3,030)	(1,606)	65
Effect of currency translation on cash	7	(71)	(19)
Net increase (decrease) in cash and cash equivalents	(2,682)	872	1,054
Cash and cash equivalents at beginning of fiscal year	3,329	2,457	1,403
Cash and cash equivalents at end of fiscal year	647	3,329	2,457
Supplemental Cash Flow Information:
Interest paid	117	128	118
Income taxes paid, net of refunds	$ 806	$ 350	$ 259

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Basis of Presentation

12 Months Ended

Sep. 30, 2016

Basis of Presentation

Basis of Presentation

1. Basis of Presentation

        The Consolidated Financial Statements reflect the consolidated operations of TE Connectivity Ltd. and its subsidiaries and have been prepared in United States ("U.S.") dollars in accordance with accounting principles generally accepted in the U.S. ("GAAP").

Description of the Business

        TE Connectivity Ltd. ("TE Connectivity" or the "Company," which may be referred to as "we," "us," or "our") is a global technology leader. We design and manufacture connectivity and sensor solutions that are essential in today's increasingly connected world. We help our customers solve the need for intelligent, efficient, and high-performing products and solutions.

        We operate through three reportable segments:

•           Transportation Solutions.  The Transportation Solutions segment is a leader in connectivity and sensor technologies. Our products, which must withstand harsh conditions, are used in the automotive, commercial transportation, and sensors markets.

•           Industrial Solutions.  The Industrial Solutions segment is a leading supplier of products that connect and distribute power, data, and signals. Our products are used in the industrial equipment; aerospace, defense, oil, and gas; and energy markets.

•           Communications Solutions.  The Communications Solutions segment is a leading supplier of electronic components for the data and devices and appliances markets. We are also a leader in developing, manufacturing, installing, and maintaining some of the world's most advanced subsea fiber optic communications systems.

Use of Estimates

        The preparation of the 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 revenues and expenses. Significant estimates in these Consolidated Financial Statements include restructuring and other charges, assets acquired and liabilities assumed in acquisitions, allowances for doubtful accounts receivable, estimates of future cash flows and discount rates associated with asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, estimated contract revenue and related costs, legal contingencies, tax reserves and deferred tax asset valuation allowances, and the determination of discount and other rate assumptions for pension benefit cost. Actual results could differ materially from these estimates.

Fiscal Year

        We have a 52 or 53-week fiscal year that ends on the last Friday of September. For fiscal years in which there are 53 weeks, the fourth quarter reporting period includes 14 weeks. Fiscal 2016 was a 53 week year and ended on September 30, 2016. Fiscal 2015 and 2014 were 52 weeks in length and ended on September 25, 2015 and September 26, 2014, respectively.

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Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2016

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation

        We consolidate entities in which we own or control more than 50% of the voting shares or otherwise have the ability to control through similar rights. All intercompany transactions have been eliminated. The results of companies acquired or disposed of are included on the Consolidated Financial Statements from the effective date of acquisition or up to the date of disposal.

Revenue Recognition

        Our revenues are generated principally from the sale of our products. Revenue from the sale of products is recognized at the time title and the risks and rewards of ownership pass to the customer. This generally occurs when the products reach the shipping point, the sales price is fixed and determinable, and collection is reasonably assured.

        Contract revenues for construction related projects, which are generated in the Communications Solutions segment, are recorded primarily using the percentage-of-completion method. Profits recognized on contracts in process are based upon estimated contract revenue and related cost to complete. Percentage-of-completion is measured based on the ratio of actual costs incurred to total estimated costs. Revisions in cost estimates as contracts progress have the effect of increasing or decreasing profits in the current period. Provisions for anticipated losses are made in the period in which they first become determinable. In addition, provisions for credit losses related to construction related projects are recorded as reductions of revenue in the period in which they first become determinable.

        We generally warrant that our products will conform to our, or mutually agreed to, specifications and that our products will be free from material defects in materials and workmanship for a limited time. We limit our warranty to the replacement or repair of defective parts, or a refund or credit of the price of the defective product. We accept returned goods only when the customer makes a verified claim and we have authorized the return. Generally, a reserve for estimated returns is established at the time of sale based on historical return experience and is recorded as a reduction of sales.

        Additionally, certain of our long-term contracts in the Communications Solutions segment have warranty obligations. Estimated warranty costs for each contract are determined based on the contract terms and technology-specific considerations. These costs are included in total estimated contract costs and are accrued over the construction period of the respective contracts under percentage-of-completion accounting.

        We provide certain distributors with an inventory allowance for returns or scrap equal to a percentage of qualified purchases. A reserve for estimated returns and scrap allowances is established at the time of the sale, based on an agreed upon fixed percentage of sales to distributors, and is recorded as a reduction of sales.

        Other allowances include customer quantity and price discrepancies. A reserve for other allowances is generally established at the time of sale based on historical experience and is recorded as a reduction of sales. We believe we can reasonably and reliably estimate the amounts of future allowances.

Inventories

        Inventories are recorded at the lower of cost or market value using the first-in, first-out cost method, except for inventoried costs incurred in the performance of long-term contracts primarily by the Communications Solutions segment.

Property, Plant, and Equipment, Net

        Property, plant, and equipment is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are 10 to 20 years for land improvements, 5 to 40 years for buildings and improvements, and 1 to 15 years for machinery and equipment.

        We periodically evaluate, when events and circumstances warrant, the net realizable value of property, plant, and equipment and other long-lived assets, relying on a number of factors including operating results, business plans, economic projections, and anticipated future cash flows. When indicators of potential impairment are present, the carrying values of the asset group are evaluated in relation to the operating performance and estimated future undiscounted cash flows of the underlying asset group. Impairment of the carrying value is recognized whenever anticipated future undiscounted cash flow estimates are less than the carrying value of the asset. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows and discount rates, reflecting varying degrees of perceived risk.

Goodwill and Other Intangible Assets

        Intangible assets include both indeterminable-lived residual goodwill and determinable-lived identifiable intangible assets. Intangible assets with a determinable life primarily include intellectual property, consisting of patents, trademarks, and unpatented technology, as well as customer relationships. Recoverability estimates range from 1 to 50 years and costs are generally amortized on a straight-line basis. An evaluation of the remaining useful life of determinable-lived intangible assets is performed on a periodic basis and when events and circumstances warrant an evaluation.

        At fiscal year end 2016, we had six reporting units, five of which contained goodwill. There were two reporting units in each of our three segments. When changes occur in the composition of one or more reporting units, goodwill is reassigned to the reporting units affected based on their relative fair values.

        Goodwill impairment is evaluated by comparing the carrying value of each reporting unit to its fair value on the first day of the fourth fiscal quarter of each year or whenever we believe a triggering event requiring a more frequent assessment has occurred. In assessing the existence of a triggering event, management relies on a number of reporting unit-specific factors including operating results, business plans, economic projections, anticipated future cash flows, transactions, and market place data. There are inherent uncertainties related to these factors and management's judgment in applying these factors to the impairment analysis.

        When testing for goodwill impairment, we perform a step I goodwill impairment test to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, goodwill may be impaired and a step II goodwill impairment test is performed to measure the amount of impairment, if any. In the step II goodwill impairment test, we compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The implied fair value of goodwill is determined in a manner consistent with how goodwill is recognized in a business combination. We allocate the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.

        Fair value estimates used in the step I goodwill impairment tests are calculated using an income approach based on the present value of future cash flows of each reporting unit. The income approach generally has been supported by guideline analyses (a market approach). These approaches incorporate a number of assumptions including future growth rates, discount rates, income tax rates, and market activity in assessing fair value and are reporting unit specific. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods.

Research and Development

        Research and development expenditures are expensed when incurred and are included in research, development, and engineering expenses on the Consolidated Statements of Operations. Research and development expenses include salaries, direct costs incurred, and building and overhead expenses. The amounts expensed in fiscal 2016, 2015, and 2014 were $566 million, $540 million, and $484 million, respectively.

Income Taxes

        Income taxes are computed in accordance with the provisions of Accounting Standards Codification ("ASC") 740, Income Taxes. Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been reflected on the Consolidated Financial Statements. Deferred tax liabilities and assets are determined based on the differences between the book and tax bases of particular assets and liabilities and operating loss carryforwards using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

        The calculation of our tax liabilities includes estimates for uncertainties in the application of complex tax regulations across multiple global jurisdictions where we conduct our operations. Under the uncertain tax position provisions of ASC 740, we recognize liabilities for tax and related interest for issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes and related interest will be due. These tax liabilities and related interest are reflected net of the impact of related tax loss carryforwards, as such tax loss carryforwards will be applied against these tax liabilities and will reduce the amount of cash tax payments due upon the eventual settlement with the tax authorities. These estimates may change due to changing facts and circumstances. Due to the complexity of these uncertainties, the ultimate resolution may result in a settlement that differs from our current estimate of the tax liabilities and related interest.

Financial Instruments

        Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative financial instruments.

        We account for derivative financial instrument contracts on the Consolidated Balance Sheets at fair value. For instruments not designated as hedges under ASC 815, Derivatives and Hedging, the changes in the instruments' fair value are recognized currently in earnings. For instruments designated as cash flow hedges, the effective portion of changes in the fair value of a derivative is recorded in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the underlying hedged item affects earnings. Ineffective portions of a cash flow hedge, including amounts excluded from the hedging relationship, are recognized currently in earnings. Changes in the fair value of instruments designated as fair value hedges affect the carrying value of the asset or liability hedged, with changes in both the derivative instrument and the hedged asset or liability being recognized currently in earnings.

        We determine the fair value of our financial instruments by using methods and assumptions that are based on market conditions and risks existing at each balance sheet date. Standard market conventions are used to determine the fair value of financial instruments, including derivatives.

        The cash flows related to derivative financial instruments are reported in the operating activities section of the Consolidated Statements of Cash Flows.

        Our derivative financial instruments present certain market and counterparty risks. Concentration of counterparty risk is mitigated, however, by our use of financial institutions worldwide, substantially all of which have long-term Standard & Poor's, Moody's, and/or Fitch credit ratings of A/A2 or higher. In addition, we utilize only conventional derivative financial instruments. We are exposed to potential losses if a counterparty fails to perform according to the terms of its agreement. With respect to counterparty net asset positions recognized at fiscal year end 2016, we have assessed the likelihood of counterparty default as remote. We currently provide guarantees from a wholly-owned subsidiary to the counterparties to our commodity swap derivatives and exchange cash collateral with the counterparties to our cross-currency swap contracts. The likelihood of performance on the guarantees has been assessed as remote. For all other derivative financial instruments, we are not required to provide, nor do we require counterparties to provide, collateral or other security.

Fair Value Measurements

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

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

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

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

        Financial assets and liabilities measured at fair value on a recurring basis are generally valued using level 2 inputs.

        Financial instruments other than derivative instruments include cash and cash equivalents, accounts receivable, accounts payable, and debt. These instruments are recorded on the 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 11 for disclosure of the fair value of debt. The following is a description of the valuation methodologies used for the respective financial instruments:

•           Cash and cash equivalents.  Cash and cash equivalents are valued at book value, which we consider to be equivalent to unadjusted quoted prices (level 1).

•           Accounts receivable.  Accounts receivable are valued based on the net value expected to be realized. The net realizable value generally represents an observable contractual agreement (level 2).

•           Accounts payable.  Accounts payable are valued based on the net value expected to be paid, generally supported by an observable contractual agreement (level 2).

•           Debt.  The fair value of debt, including both current and non-current maturities, is derived from quoted market prices or other pricing determinations based on the results of market approach valuation models using observable market data such as recently reported trades, bid and offer information, and benchmark securities (level 2).

Pension

        The funded status of our defined benefit pension plans is recognized on the Consolidated Balance Sheets and is measured as the difference between the fair value of plan assets and the projected benefit obligation at the measurement date. The projected benefit obligation represents the actuarial present value of benefits projected to be paid upon retirement factoring in estimated future compensation levels. The fair value of plan assets represents the current market value of cumulative company and participant contributions made to irrevocable trust funds, held for the sole benefit of participants, which are invested by the trustee of the funds. The benefits under our defined benefit pension plans are based on various factors, such as years of service and compensation.

        Net periodic pension benefit cost is based on the utilization of the projected unit credit method of calculation and is charged to earnings on a systematic basis over the expected average remaining service lives of current participants.

        The measurement of benefit obligations and net periodic benefit cost is based on estimates and assumptions determined by our management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age, and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates, and mortality rates.

Share-Based Compensation

        We determine the fair value of share awards on the date of grant. Share options are valued using the Black-Scholes-Merton valuation model; restricted share awards and performance awards are valued using our end-of-day share price on the date of grant. The fair value is expensed ratably over the expected service period, with an allowance made for estimated forfeitures based on historical employee activity. Estimates regarding the attainment of performance criteria are reviewed periodically; the cumulative impact of a change in estimate regarding the attainment of performance criteria is recorded in the period in which that change is made.

Earnings Per Share

        Basic earnings per share is computed by dividing net income by the basic weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding adjusted for the potentially dilutive impact of share-based compensation arrangements.

Currency Translation

        For our non-U.S. dollar functional currency subsidiaries, assets and liabilities are translated into U.S. dollars using fiscal year end exchange rates. Sales and expenses are translated at average monthly exchange rates. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss) within equity.

        Gains and losses resulting from foreign currency transactions, which are included in earnings, were immaterial in fiscal 2016, 2015, and 2014.

Restructuring Charges

        Restructuring activities involve employee-related termination costs, facility exit costs, and asset impairments resulting from reductions-in-force, migration of facilities or product lines from higher-cost to lower-cost countries, or consolidation of facilities within countries. We recognize termination costs based on requirements established by severance policy, government law, or previous actions. Facility exit costs generally reflect the cost to terminate a facility lease before the end of its term (measured at fair value at the time we cease using the facility) or costs that will continue to be incurred under the facility lease without future economic benefit to us. Restructuring activities often result in the disposal or abandonment of assets that require an acceleration of depreciation or impairment reflecting the excess of the assets' carrying values over fair value.

        The recognition of restructuring costs require that we make certain judgments and estimates regarding the nature, timing, and amount of costs associated with the planned exit activity. To the extent our actual results differ from our estimates and assumptions, we may be required to revise the estimated liabilities, requiring the recognition of additional restructuring costs or the reduction of liabilities already recognized. At the end of each reporting period, we evaluate the remaining accrued balances to ensure these balances are properly stated and the utilization of the reserves are for their intended purpose in accordance with developed exit plans.

Acquisitions

        We account for acquired businesses using the acquisition method of accounting. This method requires, among other things, that most assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. We allocate the purchase price of acquired businesses to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values, or as required by ASC 805, Business Combinations. The excess of the purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. We may engage independent third-party appraisal firms to assist us in determining the fair values of assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

Contingent Liabilities

        We record a loss contingency when the available information indicates it is probable that we have incurred a liability and the amount of the loss is reasonably estimable. When a range of possible losses with equal likelihood exists, we record the low end of the range. The likelihood of a loss with respect to a particular contingency is often difficult to predict, and determining a meaningful estimate of the loss or a range of loss may not be practicable based on information available. In addition, it is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information must continuously be evaluated to determine whether a loss is probable and a reasonable estimate of that loss can be made. When a loss is probable but a reasonable estimate cannot be made, or when a loss is at least reasonably possible, disclosure is provided.

Recently Issued Accounting Pronouncements

        In March 2016, the Financial Accounting Standards Board ("FASB") issued an update to ASC 718, Compensation—Stock Compensation, to simplify various aspects of accounting for share-based payments to employees. This update is effective for us in the first quarter of fiscal 2018; however, we expect to early adopt this update in the first quarter of fiscal 2017. We expect the impact of adoption of the provision addressing accounting for excess tax benefits and deficiencies will increase noncurrent deferred tax assets and retained earnings by approximately $170 million. Adoption of the remaining provisions of the update will not have a material impact on our Consolidated Financial Statements.

        In February 2016, the FASB issued ASC 842, Leases, requiring lessees to recognize a lease liability and a right-of-use asset for most leases. This guidance is effective for us in the first quarter of fiscal 2020. We will adopt the new standard using a modified retrospective transition approach which requires application of the new guidance for all periods presented. We are currently assessing the impact that adoption will have on our financial position.

        In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers. This guidance supersedes ASC 605, Revenue Recognition, and introduces a single, comprehensive, five-step revenue recognition model. ASC 606 also enhances disclosures related to revenue recognition. In August 2015, the FASB deferred the effective date of ASC 606 by one year. ASC 606 is effective for us in the first quarter of fiscal 2019 and allows for either a full retrospective or a modified retrospective approach at adoption. We are continuing to assess the impact of adopting ASC 606, but do not expect adoption to have a material impact on our results of operations or financial position.

Recently Adopted Accounting Pronouncements

        In November 2015, the FASB issued an update to ASC 740 requiring that deferred tax assets and liabilities be classified as non-current in a classified statement of financial position. We elected to early adopt this update on a prospective basis during fiscal 2016. Prior period amounts were not retrospectively adjusted.

        In April 2015, the FASB issued an update to ASC 835, Interest, requiring that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We elected to early adopt this update during fiscal 2016. The update was applied on a retrospective basis and did not have a material impact on the Consolidated Financial Statements.

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Restructuring and Other Charges, Net

12 Months Ended

Sep. 30, 2016

Restructuring and Other Charges, Net

Restructuring and Other Charges, Net

3. Restructuring and Other Charges, Net

        Net restructuring and other charges consisted of the following:

	Fiscal
	2016			2015		2014
	(in millions)
Restructuring charges, net	$	125		$	93	$	23
Gain on divestiture		(144	)		—		—
Other charges (credits), net		21			59		(4	)
	$	2		$	152	$	19

Restructuring Charges, Net

        Net restructuring charges by segment were as follows:

	Fiscal
	2016		2015		2014
	(in millions)
Transportation Solutions	$	39	$	6	$	7
Industrial Solutions		28		29		7
Communications Solutions		58		58		9
Restructuring charges, net	$	125	$	93	$	23

        Activity in our restructuring reserves is summarized as follows:

	Balance at Beginning of Fiscal Year		Charges		Changes in Estimate			Cash Payments			Non-Cash Items			Currency Translation and Other(1)			Balance at End of Fiscal Year
	(in millions)
Fiscal 2016 Activity:
Fiscal 2016 Actions:
Employee severance	$	—	$	86	$	—		$	(32	)	$	—		$	—		$	54
Facility and other exit costs		—		3		—			(3	)		—			—			—
Property, plant, and equipment		—		41		—			—			(41	)		—			—
Total		—		130		—			(35	)		(41	)		—			54
Fiscal 2015 Actions:
Employee severance		45		3		(4	)		(31	)		—			—			13
Facility and other exit costs		1		—		—			(1	)		—			—			—
Total		46		3		(4	)		(32	)		—			—			13
Fiscal 2014 Actions:
Employee severance		4		—		—			(2	)		—			—			2
Pre-Fiscal Fiscal 2014 Actions:
Employee severance		20		—		(6	)		(6	)		—			2			10
Facility and other exit costs		14		2		—			(4	)		—			—			12
Total		34		2		(6	)		(10	)		—			2			22
Total fiscal 2016 activity	$	84	$	135	$	(10	)	$	(79	)	$	(41	)	$	2		$	91
Fiscal 2015 Activity:
Fiscal 2015 Actions:
Employee severance	$	—	$	68	$	—		$	(23	)	$	—		$	—		$	45
Facility and other exit costs		—		3		—			(2	)		—			—			1
Property, plant, and equipment		—		21		—			—			(21	)		—			—
Total		—		92		—			(25	)		(21	)		—			46
Fiscal 2014 Actions:
Employee severance		16		—		—			(7	)		—			(5	)		4
Facility and other exit costs		1		—		—			(1	)		—			—			—
Total		17		—		—			(8	)		—			(5	)		4
Pre-Fiscal 2014 Actions:
Employee severance		75		2		(4	)		(47	)		—			(6	)		20
Facility and other exit costs		22		3		—			(12	)		—			1			14
Total		97		5		(4	)		(59	)		—			(5	)		34
Total fiscal 2015 activity	$	114	$	97	$	(4	)	$	(92	)	$	(21	)	$	(10	)	$	84
Fiscal 2014 Activity:
Fiscal 2014 Actions:
Employee severance	$	—	$	10	$	—		$	(13	)	$	—		$	19		$	16
Facility and other exit costs		—		—		—			—			—			1			1
Property, plant, and equipment		—		9		—			—			(9	)		—			—
Total		—		19		—			(13	)		(9	)		20			17
Pre-Fiscal 2014 Actions:
Employee severance		210		10		(20	)		(134	)		—			9			75
Facility and other exit costs		27		6		1			(13	)		—			1			22
Property, plant, and equipment		—		7		—			—			(7	)		—			—
Total		237		23		(19	)		(147	)		(7	)		10			97
Total fiscal 2014 activity	$	237	$	42	$	(19	)	$	(160	)	$	(16	)	$	30		$	114

(1) Includes net charges associated with discontinued operations of $36 million in fiscal 2014.

Fiscal 2016 Actions

        During fiscal 2016, we initiated a restructuring program associated with headcount reductions impacting all segments and product line closures in the Communications Solutions segment. In connection with this program, during fiscal 2016, we recorded restructuring charges of $130 million. We expect to complete all restructuring actions commenced during fiscal 2016 by the end of fiscal 2019 and to incur total charges of approximately $171 million with remaining charges related primarily to employee severance.

        The following table summarizes expected, incurred, and remaining charges for the fiscal 2016 program by segment:

	Total Expected Charges		Charges Incurred in Fiscal 2016		Remaining Expected Charges
	(in millions)
Transportation Solutions	$	45	$	38	$	7
Industrial Solutions		30		28		2
Communications Solutions		96		64		32
Total	$	171	$	130	$	41

Fiscal 2015 Actions

        During fiscal 2015, we initiated a restructuring program associated with headcount reductions and product line closures, primarily impacting the Communications Solutions and Industrial Solutions segments. In connection with this program, during fiscal 2016 and 2015, we recorded net restructuring credits of $1 million and charges of $92 million, respectively. We do not expect to incur any additional charges related to restructuring programs commenced in fiscal 2015.

Fiscal 2014 Actions

        During fiscal 2014, we initiated a restructuring program associated primarily with headcount reductions and manufacturing site and product line closures in the Communications Solutions segment. In connection with this program, we recorded net restructuring charges of $19 million in fiscal 2014. We do not expect to incur any additional charges related to restructuring programs commenced in fiscal 2014.

Pre-Fiscal 2014 Actions

        During fiscal 2016, 2015, and 2014, we recorded net restructuring credits of $4 million, charges of $1 million, and charges of $4 million, respectively, related to pre-fiscal 2014 actions. We do not expect to incur any additional charges related to pre-fiscal 2014 actions.

Total Restructuring Reserves

        Restructuring reserves included on the Consolidated Balance Sheets were as follows:

	Fiscal Year End
	2016		2015
	(in millions)
Accrued and other current liabilities	$	64	$	60
Other liabilities		27		24
Restructuring reserves	$	91	$	84

Gain on Divestiture

        During fiscal 2016, we sold our Circuit Protection Devices ("CPD") business for net cash proceeds of $333 million. We recognized a pre-tax gain of $144 million on the transaction. The CPD business was reported in our Communications Solutions segment.

Other Charges (Credits), Net

        During fiscal 2016, we incurred costs of $21 million, associated primarily with the divestiture of certain businesses.

        During fiscal 2015, in connection with the sale our Broadband Network Solutions ("BNS") business, we incurred costs of $61 million, consisting primarily of $36 million of legal and professional fees and $18 million of charges associated with the exit of a facility. These amounts are not directly related to the business sold, and accordingly have been recorded in continuing operations. See Note 4 for additional information regarding the divestiture of BNS.

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Discontinued Operations

12 Months Ended

Sep. 30, 2016

Discontinued Operations

Discontinued Operations

4. Discontinued Operations

        The following table presents certain components of income from discontinued operations, net of income taxes:

	Fiscal
	2016		2015			2014
	(in millions)
Net sales from discontinued operations	$	—	$	1,595		$	1,939
Pre-tax income from discontinued operations	$	30	$	118		$	224
Pre-tax gain on sale of discontinued operations		29		1,105			—
Income tax (expense) benefit		9		(41	)		(57	)
Income from discontinued operations, net of income taxes	$	68	$	1,182		$	167

        During fiscal 2015, we sold our BNS business for $3.0 billion in cash and recognized a pre-tax gain of $1.1 billion on the transaction. In the U.S., income taxes associated with the gain on the sale of assets were largely offset by income tax benefits realized on the sale of several subsidiaries. In certain non-U.S. jurisdictions, the sale was exempt from income taxes. During fiscal 2016, we recognized an additional pre-tax gain of $29 million on the divestiture, related primarily to pension and net working capital adjustments.

        In fiscal 2006, the former shareholders of Com-Net initiated a lawsuit related to our fiscal 2001 acquisition of Com-Net. In October 2015, the Court of Common Pleas in Allegheny County, Pennsylvania entered final judgment in favor of the sellers and against us for $127 million plus costs. In July 2016, we entered into settlement agreements with the sellers pursuant to which we agreed to pay the sellers an aggregate amount of $96 million, payment of which was made in fiscal 2016, settling all matters in dispute.

        In connection with the Com-Net case, we recorded a reserve and pre-tax charges of $127 million during fiscal 2015. During fiscal 2016, in connection with the settlements, we recorded pre-tax credits of $30 million, representing a release of excess reserves. These amounts are reflected in income from discontinued operations on the Consolidated Statements of Operations as the Com-Net case was associated with our former Wireless Systems business which was sold in 2009.

        The BNS and Wireless Systems businesses met the discontinued operations criteria and were reported as such in all periods presented on the Consolidated Financial Statements. Prior to reclassification to discontinued operations, the BNS and Wireless Systems businesses were included in the former Network Solutions and Wireless Systems segments, respectively.

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Acquisitions

12 Months Ended

Sep. 30, 2016

Acquisitions

Acquisitions

5. Acquisitions

Fiscal 2016 Acquisitions

        During fiscal 2016, we acquired four businesses, including the Creganna Medical group, for a combined cash purchase price of $1.3 billion, net of cash acquired. The acquisitions have been reported as part of our Industrial Solutions and Transportation Solutions segments from the date of acquisition.

        We have preliminarily allocated the purchase price of acquired businesses to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We are in the process of completing the valuation of identifiable intangible assets, fixed assets, pre-acquisition contingencies, and income taxes. Accordingly, the fair values set forth below are subject to adjustment upon finalization of the valuations. The amount of these potential adjustments could be significant. We expect to complete the purchase price allocation for these acquisitions during fiscal 2017.

        The following table summarizes the preliminary allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed at the date of acquisition, in accordance with the acquisition method of accounting:

	(in millions)
Cash and cash equivalents	$	75
Other current assets		88
Goodwill		836
Intangible assets		530
Other non-current assets		39
Total assets acquired		1,568
Current liabilities		35
Deferred income taxes		107
Other non-current liabilities		15
Total liabilities assumed		157
Net assets acquired		1,411
Cash and cash equivalents acquired		(75	)
Net cash paid	$	1,336

        The fair values assigned to intangible assets were preliminarily determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. Both valuation methods rely on management judgment, including expected future cash flows resulting from existing customer relationships, customer attrition rates, contributory effects of other assets utilized in the business, peer group cost of capital and royalty rates, and other factors. Useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.

        Acquired intangible assets consisted of the following:

	Amount		Weighted-Average Amortization Period
	(in millions)		(in years)
Customer relationships	$	300		18
Developed technology		170		11
Trade names and trademarks		45		25
Customer order backlog		15		3
Total	$	530		16

        The acquired intangible assets are being amortized on a straight-line basis over their expected useful lives.

        Goodwill of $836 million was recognized in these transactions, representing the excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed. This goodwill is attributable primarily to cost savings and other synergies related to operational efficiencies including the consolidation of manufacturing, marketing, and general and administrative functions. The goodwill has been allocated to the Industrial Solutions and Transportation Solutions segments and is not deductible for tax purposes. However, prior to being acquired by us, one of the fiscal 2016 acquisitions completed certain acquisitions that resulted in goodwill with an estimated value of $15 million that is deductible primarily for U.S. tax purposes, which we will deduct through 2025.

        Fiscal 2016 acquisitions contributed net sales of $167 million and operating income of $8 million to our Consolidated Statement of Operations during fiscal 2016. The operating income included $10 million of acquisition costs, $7 million associated with the amortization of acquisition-related fair value adjustments related to acquired inventories and customer order backlog, and $2 million of integration costs.

Fiscal 2015 Acquisitions

        In October 2014, we acquired 100% of the outstanding shares of Measurement Specialties, Inc. ("Measurement Specialties"), a leading global designer and manufacturer of sensors and sensor-based systems, for $86.00 in cash per share. The total value paid was approximately $1.7 billion, net of cash acquired, and included $225 million for the repayment of Measurement Specialties' debt and accrued interest. Measurement Specialties offers a broad portfolio of technologies including pressure, vibration, force, temperature, humidity, ultrasonic, position, and fluid sensors, for a wide range of applications and industries. This business has been reported as part of our Transportation Solutions segment from the date of acquisition.

        The following table summarizes the allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed at the date of acquisition, in accordance with the acquisition method of accounting:

	(in millions)
Cash and cash equivalents	$	37
Accounts receivable		84
Inventories		110
Other current assets		20
Property, plant, and equipment		95
Goodwill		1,064
Intangible assets		547
Other non-current assets		9
Total assets acquired		1,966
Short-term debt		20
Accounts payable		48
Other current liabilities		67
Long-term debt		203
Deferred income taxes		98
Other non-current liabilities		9
Total liabilities assumed		445
Net assets acquired		1,521
Cash and cash equivalents acquired		(37	)
Net cash paid	$	1,484

        The fair values assigned to intangible assets were determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earnings methods. The valuation of tangible assets was derived using a combination of the income, market, and cost approaches. Useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.

        Acquired intangible assets consisted of the following:

	Amount		Weighted-Average Amortization Period
	(in millions)		(in years)
Customer relationships	$	370		18
Developed technology		161		9
Trade names and trademarks		4		1
Customer order backlog		12		< 1
Total	$	547		15

        The acquired intangible assets are being amortized on a straight-line basis over their expected useful lives.

        Goodwill of $1,064 million was recognized in the transaction, representing the excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed. This goodwill is attributable primarily to cost savings and other synergies related to operational efficiencies including the consolidation of manufacturing, marketing, and general and administrative functions. The goodwill has been allocated to the Transportation Solutions segment and is not deductible for tax purposes. However, prior to its merger with us, Measurement Specialties completed certain acquisitions that resulted in goodwill with an estimated value of $23 million that is deductible primarily for U.S. tax purposes, which we will deduct through 2030.

        During fiscal 2015, Measurement Specialties contributed net sales of $548 million to our Consolidated Statement of Operations. Due to the commingled nature of our operations, it is not practicable to separately identify operating income of Measurement Specialties on a stand-alone basis.

        During fiscal 2015, we acquired three additional businesses for $241 million in cash, net of cash acquired.

Fiscal 2014 Acquisitions

        During fiscal 2014, we acquired five businesses, including the SEACON Group ("SEACON"), a leading provider of underwater connector technology and systems, for $522 million in cash, net of cash acquired.

Pro Forma Financial Information

        The following unaudited pro forma financial information reflects our consolidated results of operations had the fiscal 2016 acquisitions occurred at the beginning of fiscal 2015 and the Measurement Specialties acquisition occurred at the beginning of fiscal 2014:

	Pro Forma for Fiscal
	2016		2015		2014
	(in millions, except per share data)
Net sales	$	12,471	$	12,613	$	12,429
Net income		2,038		2,448		1,744
Diluted earnings per share		5.52	$	5.96	$	4.18

        The pro forma financial information for the fiscal 2016 acquisitions was based on our preliminary allocation of the purchase price and therefore is subject to adjustment upon finalization of the purchase price allocation. The pro forma adjustments, which were not significant, included interest expense based on pro forma changes in our combined capital structure, charges related to acquired customer order backlog, charges related to the amortization of the fair value of acquired intangible assets, charges related to the fair value adjustment to acquisition-date inventories, and acquisition and other costs, and the related tax effects.

        Pro forma results do not include any anticipated synergies or other anticipated benefits of these acquisitions. Accordingly, the unaudited pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had these acquisitions occurred at the beginning of the preceding fiscal years.

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Inventories

12 Months Ended

Sep. 30, 2016

Inventories.

Inventories

6. Inventories

        Inventories consisted of the following:

	Fiscal Year End
	2016		2015
	(in millions)
Raw materials	$	241	$	261
Work in progress		504		535
Finished goods		669		773
Inventoried costs on long-term contracts		182		46
Inventories	$	1,596	$	1,615

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Property, Plant, and Equipment, Net

12 Months Ended

Sep. 30, 2016

Property, Plant, and Equipment, Net

Property, Plant, and Equipment, Net

7. Property, Plant, and Equipment, Net

        Net property, plant, and equipment consisted of the following:

	Fiscal Year End
	2016			2015
	(in millions)
Land and improvements	$	159		$	163
Buildings and improvements		1,272			1,261
Machinery and equipment		6,890			6,692
Construction in process		567			521
Gross property, plant, and equipment		8,888			8,637
Accumulated depreciation		(5,836	)		(5,717	)
Property, plant, and equipment, net	$	3,052		$	2,920

        Depreciation expense was $436 million, $463 million, and $467 million in fiscal 2016, 2015, and 2014, respectively.

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Goodwill

12 Months Ended

Sep. 30, 2016

Goodwill

Goodwill

8. Goodwill

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

	Transportation Solutions			Industrial Solutions			Communications Solutions			Total
	(in millions)
Fiscal year end 2014(1)	$	834		$	2,165		$	727		$	3,726
Acquisitions		1,066			145			—			1,211
Currency translation		(37	)		(57	)		(19	)		(113	)
Fiscal year end 2015(1)		1,863			2,253			708			4,824
Acquisitions		60			776			—			836
Divestiture of business		—			—			(117	)		(117	)
Currency translation		(20	)		(24	)		(7	)		(51	)
Fiscal year end 2016(1)	$	1,903		$	3,005		$	584		$	5,492

(1)           At fiscal year end 2016, 2015, and 2014, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $2,191 million and $669 million, respectively. Accumulated impairment losses for the Communications Solutions segment were $1,514 million at fiscal year end 2016 and $1,626 million at fiscal year end 2015 and 2014.

        During fiscal 2016, we acquired four businesses and recognized goodwill of $836 million, which benefited the Industrial Solutions and Transportation Solutions segments. During fiscal 2015, we completed the acquisition of Measurement Specialties and recognized goodwill of $1,064 million, which benefited the Transportation Solutions segment. See Note 5 for additional information regarding acquisitions.

        During fiscal 2016, net goodwill of $117 million was written-off in connection with the sale of our CPD business. See Note 3 for additional information regarding the divestiture of CPD.

        We completed our annual goodwill impairment test in the fourth quarter of fiscal 2016 and determined that no impairment existed.

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Intangible Assets, Net

12 Months Ended

Sep. 30, 2016

Intangible Assets, Net

Intangible Assets, Net

9. Intangible Assets, Net

        Intangible assets consisted of the following:

	Fiscal Year End
	2016							2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in millions)
Customer relationships	$	1,332	$	(212	)	$	1,120	$	1,053	$	(148	)	$	905
Intellectual property		1,300		(563	)		737		1,150		(524	)		626
Other		36		(14	)		22		37		(13	)		24
Total	$	2,668	$	(789	)	$	1,879	$	2,240	$	(685	)	$	1,555

        During fiscal 2016, the gross carrying amount of intangible assets increased by $530 million as a result of the acquisition of four businesses. See Note 5 for additional information regarding acquisitions.

        Intangible asset amortization expense was $149 million, $153 million, and $84 million for fiscal 2016, 2015, and 2014, respectively. The aggregate amortization expense on intangible assets is expected to be as follows:

	(in millions)
Fiscal 2017	$	170
Fiscal 2018		170
Fiscal 2019		167
Fiscal 2020		160
Fiscal 2021		157
Thereafter		1,055
Total	$	1,879

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Accrued and Other Current Liabilities

12 Months Ended

Sep. 30, 2016

Accrued and Other Current Liabilities

Accrued and Other Current Liabilities

10. Accrued and Other Current Liabilities

        Accrued and other current liabilities consisted of the following:

	Fiscal Year End
	2016		2015
	(in millions)
Accrued payroll and employee benefits	$	431	$	424
Dividends payable to shareholders		263		260
Income taxes payable		149		198
Share repurchase program payable		—		177
Restructuring reserves		64		60
Interest payable		56		53
Deferred income taxes		—		33
Other		474		544
Accrued and other current liabilities	$	1,437	$	1,749

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Debt

12 Months Ended

Sep. 30, 2016

Debt

Debt

11. Debt

        Debt was as follows:

	Fiscal Year End
	2016			2015
	(in millions)
Commercial paper, at a weighted-average interest rate of 0.69% at fiscal year end 2016	$	330		$	—
Senior floating rate notes due 2016(1)		—			500
6.55% senior notes due 2017		708			708
2.375% senior notes due 2018		325			325
2.35% senior notes due 2019		250			250
4.875% senior notes due 2021		250			250
3.50% senior notes due 2022		500			500
1.100% euro-denominated senior notes due 2023		618			614
3.45% senior notes due 2024		250			250
3.700% senior notes due 2026		350			—
7.125% senior notes due 2037		477			477
Other		3			—
Total principal debt		4,061			3,874
Unamortized discounts and debt issuance costs		(26	)		(27	)
Effects of fair value hedge-designated interest rate swaps		35			37
Total debt	$	4,070		$	3,884

(1)           The senior floating rate notes due 2016 bore interest at a rate of three-month London interbank offered rate ("LIBOR") plus 0.20% per year.

        During January 2016, Tyco Electronics Group S.A. ("TEGSA"), our 100%-owned subsidiary, issued $350 million aggregate principal amount of 3.700% senior notes due February 15, 2026. The notes are TEGSA's unsecured senior obligations and rank equally in right of payment with all existing and any future senior indebtedness of TEGSA and senior to any subordinated indebtedness that TEGSA may incur.

        TEGSA has a five-year unsecured senior revolving credit facility ("Credit Facility") with total commitments of $1,500 million. The Credit Facility was amended in December 2015 primarily to extend the maturity date from August 2018 to December 2020. TEGSA had no borrowings under the Credit Facility at fiscal year end 2016 and 2015.

        Borrowings under the Credit Facility bear interest at a rate per annum equal to, at the option of TEGSA, (1) LIBOR plus an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA, or (2) an alternate base rate equal to the highest of (i) Bank of America, N.A.'s base rate, (ii) the federal funds effective rate plus 1/2 of 1%, and (iii) one-month LIBOR plus 1%, plus, in each case, an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA. TEGSA is required to pay an annual facility fee ranging from 5.0 to 12.5 basis points based upon the amount of the lenders' commitments under the Credit Facility and the applicable credit ratings of TEGSA.

        The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants.

        Periodically, TEGSA issues commercial paper to U.S. institutional accredited investors and qualified institutional buyers in accordance with available exemptions from the registration requirements of the Securities Act of 1933 as part of our ongoing effort to maintain financial flexibility and to potentially decrease the cost of borrowings. Borrowings under the commercial paper program are backed by the Credit Facility.

        TEGSA's payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed by its parent, TE Connectivity Ltd.

        Principal payments required for debt are as follows:

	(in millions)
Fiscal 2017	$	331
Fiscal 2018		708
Fiscal 2019		576
Fiscal 2020		1
Fiscal 2021		250
Thereafter		2,195
Total	$	4,061

        The fair value of our debt, based on indicative valuations, was approximately $4,424 million and $4,115 million at fiscal year end 2016 and 2015, respectively.

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Commitments and Contingencies

12 Months Ended

Sep. 30, 2016

Commitments and Contingencies

Commitments and Contingencies

12. Commitments and Contingencies

Legal Proceedings

        In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. 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.

Income Tax Matters

Tax Sharing Agreement

        In fiscal 2007, we became an independent, publicly traded company owning the former electronics businesses of Tyco International plc ("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"). As a result of subsequent transactions, Tyco International and Covidien now operate as part of Johnson Controls International plc and Medtronic plc, respectively.

        Upon separation, we entered into a Tax Sharing Agreement, under which we shared 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 shared 31%, 27%, and 42%, respectively, of U.S. income tax liabilities that arose from adjustments made by tax authorities to our, Tyco International's, and Covidien's U.S. income tax returns. Pursuant to the Tax Sharing Agreement, we entered into certain guarantee commitments and indemnifications with Tyco International and Covidien.

1997-2000 Audit Years

        In October 2012, the Internal Revenue Service ("IRS") issued special agreement Forms 870-AD, effectively settling its audit of all tax matters for the years 1997 through 2000, excluding one issue involving the tax treatment of certain intercompany debt transactions. The IRS field examination asserted that certain intercompany loans originated during the years 1997 through 2000 did not constitute debt for U.S. federal income tax purposes and disallowed approximately $2.7 billion of related interest deductions recognized during the period on Tyco International's U.S. income tax returns. In addition, if the IRS were ultimately successful in asserting its claim, it likely would have disallowed an additional $6.6 billion of interest deductions reflected on U.S. income tax returns in years subsequent to fiscal 2000. Tyco International disagreed with the IRS position and filed petitions in the U.S. Tax Court contesting the IRS's proposed adjustments.

        In January 2016, Tyco International entered into Stipulations of Settled Issues (the "Stipulations") with the IRS intended to resolve all disputes related to the intercompany debt matter discussed above. The Stipulations were contingent upon the Appeals Division of the IRS applying the same settlement or framework to all intercompany debt issues on appeal for subsequent audit cycles (years 2001 through 2007).

        During the second quarter of fiscal 2016, we made a pre-payment to the IRS of $443 million, for deficiencies for which we are the primary obligor, to stop the accretion of deficiency interest. Concurrent with remitting this payment, we were reimbursed $305 million by Tyco International and Covidien pursuant to their indemnifications for pre-separation tax matters. In addition, we paid $2 million to Covidien for our share of deficiencies for which Covidien was the primary obligor. As a result, our net cash payment in connection with the disputed debt matter was $140 million during the second quarter of fiscal 2016.

        In May 2016, the U.S. Tax Court entered orders consistent with the Stipulations and dismissed the petitions as settled and the Appeals Division of the IRS issued special agreement Forms 870-AD that effectively settled the matters on appeal on the same terms as those set forth in the Stipulations. As a result, we have resolved all aspects of the disputed debt matter before the U.S. Tax Court (for the 1997 through 2000 audit cycle) and before the Appeals Division of the IRS for subsequent audit cycles (2001 through 2007). In addition, we expect the terms of the resolution for the disputed debt matter will be consistently applied by the IRS to all of our U.S. income tax returns filed subsequent to fiscal 2007.

        As a result of these developments, in fiscal 2016, we recognized an income tax benefit of $1,135 million, representing a reduction in tax reserves, and other expense of $604 million, representing a reduction of associated indemnification receivables, pursuant to the Tax Sharing Agreement with Tyco International and Covidien. The U.S. tax loss and credit carryforwards finalized as a result of the settlement of the disputed debt matter were assessed for realizability in fiscal 2016 and included in our valuation allowance analysis. See Note 15 for further information regarding the valuation allowance for deferred tax assets.

2001-2007 Audit Years

        In fiscal 2015, the IRS issued general agreement Forms 870, effectively settling its audits of tax matters for the years 2001 through 2007, excluding the disputed debt matter which was subsequently resolved during fiscal 2016. As a result of these developments, in fiscal 2015, we recognized an income tax benefit of $201 million, representing a reduction in tax reserves for the matters that were effectively settled, and other expense of $84 million, representing a reduction of associated indemnification receivables, pursuant to the Tax Sharing Agreement with Tyco International and Covidien.

2008-2010 Audit Years

        In fiscal 2015, the IRS issued general agreement Forms 870, effectively settling its audits of tax matters for the years 2008 through 2010, excluding the disputed debt matter. As discussed above, we expect the terms of the resolution for the disputed debt matter will be consistently applied by the IRS to all of our U.S. income tax returns filed subsequent to fiscal 2007. As a result of these developments, in fiscal 2015, we recognized an income tax benefit of $63 million, representing a reduction in tax reserves for the matters that were effectively settled.

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 fiscal year end 2016, we concluded that it was probable that we would incur remedial costs in the range of $17 million to $42 million, and that the best estimate within this range was $20 million. We believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows.

Leases

        We have facility, land, vehicle, and equipment leases that expire at various dates. Rental expense under these leases was $143 million, $141 million, and $130 million for fiscal 2016, 2015, and 2014, respectively. At fiscal year end 2016, the minimum lease payment obligations under non-cancelable lease obligations were as follows:

	(in millions)
Fiscal 2017	$	106
Fiscal 2018		86
Fiscal 2019		66
Fiscal 2020		47
Fiscal 2021		41
Thereafter		98
Total	$	444

Guarantees

        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 fiscal year end 2016, we had outstanding letters of credit, letters of guarantee, and surety bonds of $324 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; other warranty reserves are not significant. The estimation is based primarily on historical experience and actual warranty claims. Amounts accrued for warranty claims at fiscal year end 2016 and 2015 were $48 million and $35 million, respectively.

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Financial Instruments and Fair Value Measurements

12 Months Ended

Sep. 30, 2016

Financial Instruments and Fair Value Measurements

Financial Instruments and Fair Value Measurements

13. Financial Instruments and Fair Value Measurements

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

        The effects of derivative instruments on the Consolidated Statements of Operations were immaterial for fiscal 2016, 2015, and 2014.

Foreign Exchange Risks and Hedges of Net Investment

        As part of managing the exposure to changes in foreign currency exchange rates, we utilize cross-currency swap contracts, foreign currency forward contracts, and foreign currency 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 and other cash transactions. We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with the cash flow hedge-designated instruments addressing foreign exchange risks will be reclassified into the Consolidated Statement of Operations within the next twelve months.

        During fiscal 2015, we entered into cross-currency swap contracts with an aggregate notional value of €1,000 million to reduce our exposure to foreign currency exchange risk associated with certain intercompany loans. Under the terms of these contracts, which have been designated as cash flow hedges, we make quarterly interest payments in euros at 3.50% per annum and receive interest in U.S. dollars at a weighted-average rate of 5.33% per annum. Upon the maturities of these contracts in fiscal 2022, we will pay the principal amount of the loans in euros and receive U.S. dollars from our counterparties.

        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 $3,480 million and $3,880 million at fiscal year end 2016 and 2015, respectively. Foreign exchange losses of $45 million and foreign exchange gains of $353 million and $156 million in fiscal 2016, 2015, and 2014, respectively, were recorded as currency translation, a component of accumulated other comprehensive income (loss), offsetting foreign exchange gains and losses attributable to the translation of the net investment. See Note 19 for additional information.

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 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 nonqualified deferred compensation liabilities.

Commodity Hedges

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

        At fiscal year end 2016 and 2015, our commodity hedges had notional values of $232 million and $260 million, respectively. We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with the commodity hedges will be reclassified into the Consolidated Statement of Operations within the next twelve months.

Fair Value Measurements

        Financial instruments recorded at fair value on a recurring basis, which consist of derivative instruments and marketable securities, were immaterial at fiscal year end 2016 and 2015.

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Retirement Plans

12 Months Ended

Sep. 30, 2016

Retirement Plans

Retirement Plans

14. Retirement Plans

Defined Benefit Pension Plans

        We have a number of contributory and noncontributory defined benefit retirement plans covering certain of our U.S. and non-U.S. employees, designed in accordance with local customs and practice.

        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
	Fiscal									Fiscal
	2016			2015			2014			2016			2015			2014
	($ in millions)
Service cost	$	9		$	9		$	7		$	48		$	45		$	46
Interest cost		50			48			50			52			58			71
Expected return on plan assets		(59	)		(67	)		(63	)		(68	)		(72	)		(67	)
Amortization of net actuarial loss		40			25			25			36			33			23
Other		—			—			—			(6	)		(5	)		(3	)
Net periodic pension benefit cost	$	40		$	15		$	19		$	62		$	59		$	70
Weighted-average assumptions used to determine net pension benefit cost during the fiscal year:
Discount rate		4.38	%		4.34	%		4.84	%		2.50	%		2.77	%		3.38	%
Expected return on plan assets		6.97	%		7.20	%		7.16	%		5.98	%		6.46	%		5.96	%
Rate of compensation increase		—	%		—	%		—	%		2.81	%		2.86	%		2.84	%

        The following table represents the changes in benefit obligation and plan assets and the net amount recognized on the Consolidated Balance Sheets for all U.S. and non-U.S. defined benefit pension plans:

	U.S. Plans						Non-U.S. Plans
	Fiscal						Fiscal
	2016			2015			2016			2015
	($ in millions)
Change in benefit obligation:
Benefit obligation at beginning of fiscal year	$	1,170		$	1,143		$	2,188		$	2,276
Service cost		9			9			48			45
Interest cost		50			48			52			58
Actuarial loss		102			42			368			87
Benefits and administrative expenses paid		(81	)		(74	)		(85	)		(71	)
Currency translation		—			—			(63	)		(213	)
Other		—			2			27			6
Benefit obligation at end of fiscal year		1,250			1,170			2,535			2,188
Change in plan assets:
Fair value of plan assets at beginning of fiscal year		879			978			1,167			1,177
Actual return on plan assets		130			(26	)		261			72
Employer contributions		1			1			66			65
Benefits and administrative expenses paid		(81	)		(74	)		(85	)		(71	)
Currency translation		—			—			(59	)		(90	)
Other		—			—			21			14
Fair value of plan assets at end of fiscal year		929			879			1,371			1,167
Funded status	$	(321	)	$	(291	)	$	(1,164	)	$	(1,021	)
Amounts recognized on the Consolidated Balance Sheets:
Accrued and other current liabilities	$	(5	)	$	(5	)	$	(20	)	$	(19	)
Long-term pension and postretirement liabilities		(316	)		(286	)		(1,144	)		(1,002	)
Net amount recognized	$	(321	)	$	(291	)	$	(1,164	)	$	(1,021	)
Weighted-average assumptions used to determine pension benefit obligation at fiscal year end:
Discount rate		3.58	%		4.38	%		1.44	%		2.50	%
Rate of compensation increase		—	%		—	%		2.52	%		2.81	%

        The pre-tax amounts recognized in accumulated other comprehensive income (loss) for all U.S. and non-U.S. defined benefit pension plans were as follows:

	U.S. Plans						Non-U.S. Plans
	Fiscal						Fiscal
	2016			2015			2016			2015
	(in millions)
Change in net loss:
Unrecognized net loss at beginning of fiscal year	$	436		$	325		$	711		$	748
Current year change recorded in accumulated other comprehensive income (loss)		32			136			164			18
Amortization reclassified to earnings		(40	)		(25	)		(36	)		(55	)
Unrecognized net loss at end of fiscal year	$	428		$	436		$	839		$	711
Change in prior service credit:
Unrecognized prior service credit at beginning of fiscal year	$	—		$	—		$	(66	)	$	(67	)
Current year change recorded in accumulated other comprehensive income (loss)		—			—			(10	)		(4	)
Amortization reclassified to earnings(1)		—			—			6			5
Unrecognized prior service credit at end of fiscal year	$	—		$	—		$	(70	)	$	(66	)

(1)           Amortization of prior service credit is included in other in the above table summarizing the components of net periodic pension benefit cost.

        In fiscal 2016, unrecognized actuarial losses recorded in accumulated other comprehensive income (loss) were primarily the result of lower discount rates partially offset by favorable asset performance for both U.S. and non-U.S. defined benefit pension plans as compared to fiscal 2015. In fiscal 2015, unrecognized actuarial losses recorded in accumulated other comprehensive income (loss) for U.S. defined benefit pension plans were due primarily to a change in the mortality assumption and lower than expected asset performance. Unrecognized actuarial losses recorded in accumulated other comprehensive income (loss) for non-U.S. defined benefit pension plans in fiscal 2015 were principally the result of lower discount rates as compared to fiscal 2014.

        The estimated amortization of actuarial losses from accumulated other comprehensive income (loss) into net periodic pension benefit cost for U.S. and non-U.S. defined benefit pension plans in fiscal 2017 is expected to be $40 million and $43 million, respectively. The estimated amortization of prior service credit from accumulated other comprehensive income (loss) into net periodic pension benefit cost for non-U.S. defined benefit pension plans in fiscal 2017 is expected to be $7 million.

        In determining the expected return on plan assets, we consider the relative weighting of plan assets by class and individual asset class performance expectations.

        The investment strategies for U.S. and non-U.S. pension plans are governed locally. Our investment strategy for our pension plans is to manage the plans on a going concern basis. Current investment policy is to achieve a reasonable return on assets, subject to a prudent level of portfolio risk, for the purpose of enhancing the security of benefits for participants. Projected returns are based primarily on pro forma asset allocation, expected long-term returns, and forward-looking estimates of active portfolio and investment management.

        The long-term target asset allocation in our U.S. plans' master trust is 10% equity and 90% fixed income. Asset re-allocation to meet that target is occurring over a multi-year period based on the funded status, as defined by the Pension Protection Act of 2006 (the "Pension Act Funded Status"), of the U.S. plans' master trust and market conditions. We expect to reach our target allocation when the Pension Act Funded Status exceeds 105%. Based on the Pension Act Funded Status as of fiscal year end 2016, our target asset allocation is 45% equity and 55% fixed income.

        Target weighted-average asset allocation and weighted-average asset allocation for U.S. and non-U.S. pension plans were as follows:

	U.S. Plans									Non-U.S. Plans
	Target			Fiscal Year End 2016			Fiscal Year End 2015			Target			Fiscal Year End 2016			Fiscal Year End 2015
Asset category:
Equity securities		45	%		45	%		45	%		41	%		41	%		45	%
Debt securities		55			55			55			38			33			29
Insurance contracts and other investments		—			—			—			19			24			24
Real estate investments		—			—			—			2			2			2
Total		100	%		100	%		100	%		100	%		100	%		100	%

        Our common shares are not a direct investment of our pension funds; however, the pension funds may indirectly include our shares. The aggregate amount of our common shares would not be considered material relative to the total pension fund assets.

        Our funding policy is to make contributions in accordance with the laws and customs of the various countries in which we operate as well as to make discretionary voluntary contributions from time to time. We expect to make the minimum required contributions of $6 million and $48 million to our U.S. and non-U.S. pension plans, respectively, in fiscal 2017. We may also make voluntary contributions at our discretion.

        Benefit payments, which reflect future expected service, as appropriate, are expected to be paid as follows:

	U.S. Plans		Non-U.S. Plans
	(in millions)
Fiscal 2017	$	73	$	72
Fiscal 2018		70		73
Fiscal 2019		71		76
Fiscal 2020		72		77
Fiscal 2021		74		80
Fiscal 2022-2026		373		458

        Set forth below is the accumulated benefit obligation for all U.S. and non-U.S. pension plans as well as additional information related to plans with an accumulated benefit obligation in excess of plan assets and plans with a projected benefit obligation in excess of plan assets.

	U.S. Plans				Non-U.S. Plans
	Fiscal Year End				Fiscal Year End
	2016		2015		2016		2015
	(in millions)
Accumulated benefit obligation	$	1,250	$	1,170	$	2,389	$	2,041
Pension plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligation		1,250		1,170		2,380		1,994
Fair value of plan assets		929		879		1,361		1,119
Pension plans with projected benefit obligations in excess of plan assets:
Projected benefit obligation		1,250		1,170		2,534		2,188
Fair value of plan assets		929		879		1,371		1,167

        We value our pension assets based on the fair value hierarchy of ASC 820, Fair Value Measurements and Disclosures. Details of the fair value hierarchy are described in Note 2. The following table presents our defined benefit pension plans' asset categories and their associated fair value within the fair value hierarchy:

	Fiscal Year End 2016
	U.S. Plans								Non-U.S. Plans
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)
Equity:
U.S. equity securities(1)	$	248	$	—	$	—	$	248	$	64	$	—	$	—	$	64
Non-U.S. equity securities(1)		190		—		—		190		62		—		—		62
Commingled equity funds(2)		—		—		—		—		—		456		—		456
Fixed income:
Government bonds(3)		—		67		—		67		—		226		—		226
Corporate bonds(4)		—		397		—		397		—		13		—		13
Commingled bond funds(5)		—		—		—		—		—		262		—		262
Other(6)		—		11		—		11		—		177		91		268
Subtotal	$	438	$	475	$	—		913	$	126	$	1,134	$	91		1,351
Items to reconcile to fair value of plan assets(7)								16								20
Fair value of plan assets							$	929							$	1,371

	Fiscal Year End 2015
	U.S. Plans								Non-U.S. Plans
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)
Equity:
U.S. equity securities(1)	$	245	$	—	$	—	$	245	$	60	$	—	$	—	$	60
Non-U.S. equity securities(1)		149		—		—		149		54		—		—		54
Commingled equity funds(2)		—		—		—		—		—		421		—		421
Fixed income:
Government bonds(3)		—		64		—		64		—		202		—		202
Corporate bonds(4)		—		404		—		404		—		13		—		13
Commingled bond funds(5)		—		—		—		—		—		171		—		171
Other(6)		—		3		—		3		—		142		84		226
Subtotal	$	394	$	471	$	—		865	$	114	$	949	$	84		1,147
Items to reconcile to fair value of plan assets(7)								14								20
Fair value of plan assets							$	879							$	1,167

(1)	U.S. and non-U.S. equity securities are valued at the closing price reported on the stock exchange on which the individual securities are traded.
(2)	Commingled equity funds are pooled investments in multiple equity-type securities. Fair value is calculated as the closing price of the underlying investments, an observable market condition, divided by the number of shares of the fund outstanding.
(3)	Government bonds are marked to fair value based on quoted market prices or market approach valuation models using observable market data such as quotes, spreads, and data points for yield curves.
(4)	Corporate bonds are marked to fair value based on quoted market prices or market approach valuation models using observable market data such as quotes, spreads, and data points for yield curves.
(5)	Commingled bond funds are pooled investments in multiple debt-type securities. Fair value is calculated as the closing price of the underlying investments, an observable market condition, divided by the number of shares of the fund outstanding.
(6)	Other investments are composed of insurance contracts, derivatives, short-term investments, structured products such as collateralized obligations and mortgage- and asset-backed securities, real estate investments, and hedge funds. Insurance contracts are valued using cash surrender value, or face value of the contract if a cash surrender value is unavailable (level 2), as these values represent the amount that the plan would receive on termination of the underlying contract. Derivatives, short-term investments, and structured products are marked to fair value using models that are supported by observable market based data (level 2). Real estate investments include investments in commingled real estate funds and are valued at net asset value which is calculated using unobservable inputs that are supported by little or no market activity (level 3). Hedge funds are valued at their net asset value which is calculated using unobservable inputs that are supported by little or no market activity (level 3).
(7)	Items to reconcile to fair value of plan assets include amounts receivable for securities sold, amounts payable for securities purchased, and any cash balances, considered to be carried at book value, that are held in the plans.

        Changes in Level 3 assets in non-U.S. plans were primarily the result of purchases in fiscal 2016 and 2015.

Defined Contribution Retirement Plans

        We maintain several defined contribution retirement plans, the most significant of which is located in the U.S. These plans include 401(k) matching programs, as well as qualified and nonqualified profit sharing and share bonus retirement plans. Expense for the defined contribution plans is computed as a percentage of participants' compensation and was $59 million, $60 million, and $61 million for fiscal 2016, 2015, and 2014, respectively.

Deferred Compensation Plans

        We maintain nonqualified deferred compensation plans, which permit eligible employees to defer a portion of their compensation. A record keeping account is set up for each participant and the participant chooses from a variety of measurement funds for the deemed investment of their accounts. The measurement funds correspond to a number of funds in our 401(k) plans and the account balance fluctuates with the investment returns on those funds. Total deferred compensation liabilities were $132 million and $118 million at fiscal year end 2016 and 2015, respectively. See Note 13 for additional information regarding our risk management strategy related to deferred compensation liabilities.

Postretirement Benefit Plans

        In addition to providing pension and 401(k) benefits, we also provide certain health care coverage continuation for qualifying retirees from the date of retirement to age 65. The accumulated postretirement benefit obligation was $45 million and $40 million at fiscal year end 2016 and 2015, respectively, and the underfunded status of the postretirement benefit plans was included primarily in long-term pension and postretirement liabilities on the Consolidated Balance Sheets. Activity during fiscal 2016, 2015, and 2014 was not significant.

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Income Taxes

12 Months Ended

Sep. 30, 2016

Income Taxes

Income Taxes

15. Income Taxes

        Significant components of the income tax expense (benefit) were as follows:

	Fiscal
	2016			2015			2014
	(in millions)
Current income tax expense (benefit):
U.S.:
Federal	$	(1,115	)	$	(67	)	$	128
State		(163	)		12			(3	)
Non-U.S.		321			352			302
		(957	)		297			427
Deferred income tax expense (benefit):
U.S.:
Federal		173			87			(311	)
State		20			5			(3	)
Non-U.S.		(15	)		(52	)		33
		178			40			(281	)
Income tax expense (benefit)	$	(779	)	$	337		$	146

        The U.S. and non-U.S. components of income from continuing operations before income taxes were as follows:

	Fiscal
	2016			2015			2014
	(in millions)
U.S.	$	(115	)	$	(31	)	$	(133	)
Non-U.S.		1,277			1,606			1,893
Income from continuing operations before income taxes	$	1,162		$	1,575		$	1,760

        The reconciliation between U.S. federal income taxes at the statutory rate and income tax expense (benefit) was as follows:

	Fiscal
	2016			2015			2014
	(in millions)
Notional U.S. federal income tax expense at the statutory rate	$	407		$	551		$	616
Adjustments to reconcile to the income tax expense (benefit):
U.S. state income tax expense (benefit), net		(93	)		11			(4	)
Other (income) expense—Tax Sharing Agreement(1)		221			18			(23	)
Tax law changes		(3	)		10			(1	)
Tax credits		(10	)		(9	)		(8	)
Non-U.S. net earnings(2)		(342	)		(275	)		(287	)
Nondeductible charges		2			2			3
Change in accrued income tax liabilities		(1,056	)		(183	)		112
Valuation allowance		97			(3	)		(239	)
Legal entity restructuring		39			211			—
Divestitures		(31	)		—			—
Other		(10	)		4			(23	)
Income tax expense (benefit)	$	(779	)	$	337		$	146

(1)	Other income (expense), net pursuant to the Tax Sharing Agreement with Tyco International and Covidien is not taxable or deductible.
(2)	Excludes nondeductible charges and other items which are separately presented.

        The income tax benefit for fiscal 2016 included a $1,135 million income tax benefit related to the effective settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007, partially offset by a $91 million income tax charge related to an increase to the valuation allowance for certain U.S. deferred tax assets. Additionally, the tax benefit for fiscal 2016 included an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions, partially offset by an income tax charge related to certain legal entity restructurings. See Note 12 for additional information regarding settlements with the IRS.

        The increase to the valuation allowance for deferred tax assets primarily relates to certain U.S. federal and state tax loss and credit carryforwards. Based on our forecast of taxable income for certain U.S. tax reporting groups, U.S. tax loss and credit carryforwards finalized as a result of settlement of the disputed debt matter with the IRS, and certain tax planning actions and strategies, we believed it was more likely than not that a portion of our deferred tax assets would not be realized.

        The income tax expense for fiscal 2015 included a $264 million income tax benefit related to the effective settlement of all undisputed tax matters for the years 2001 through 2010, partially offset by a $216 million income tax charge associated with the tax impacts of certain intercompany legal entity restructurings made in connection with our integration of Measurement Specialties. Also, income tax expense for fiscal 2015 included an income tax charge of $29 million associated with the tax impacts of certain intercompany dividends related to the restructuring and sale of BNS.

        The income tax expense for fiscal 2014 included an income tax benefit of $282 million recognized in connection with a reduction in the valuation allowance associated with certain tax loss carryforwards relating to ADC Telecommunications, Inc. ("ADC"), partially offset by an income tax charge related to adjustments to prior year income tax returns.

        In fiscal 2014, we acquired SEACON, and its U.S. operations were combined with our ADC U.S. federal consolidated tax group. In addition, the ADC U.S. tax group was combined with other U.S. legal entities and assets. We reassessed the realization of the revised ADC U.S. tax group's tax loss and credit carryforwards. Based on our forecast of taxable income of the reorganized combined tax group, we believed it was more likely than not that a tax benefit would be realized on additional U.S. federal and state net operating losses. Accordingly, we reduced the valuation allowance and recorded a tax benefit of $282 million.

        Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax asset were as follows:

	Fiscal Year End
	2016			2015
	(in millions)
Deferred tax assets:
Accrued liabilities and reserves	$	286		$	262
Tax loss and credit carryforwards		4,656			4,856
Inventories		46			57
Pension and postretirement benefits		349			295
Deferred revenue		11			17
Interest		470			394
Unrecognized income tax benefits		10			378
Other		32			4
		5,860			6,263
Deferred tax liabilities:
Intangible assets		(761	)		(809	)
Property, plant, and equipment		(15	)		(1	)
Other		(84	)		(89	)
		(860	)		(899	)
Net deferred tax asset before valuation allowance		5,000			5,364
Valuation allowance		(3,096	)		(3,237	)
Net deferred tax asset	$	1,904		$	2,127

        Our tax loss and credit carryforwards (tax effected) at fiscal year end 2016 were as follows:

	Expiration Period
	Through 2021		Fiscal 2022 Through 2036		No Expiration		Total
	(in millions)
U.S. Federal:
Net operating loss carryforwards	$	—	$	1,404	$	—	$	1,404
Tax credit carryforwards		15		124		70		209
Capital loss carryforwards		36		—		—		36
U.S. State:
Net operating loss carryforwards.		53		55		—		108
Tax credit carryforwards		12		15		7		34
Non-U.S.:
Net operating loss carryforwards		12		5		2,813		2,830
Tax credit carryforwards		—		1		—		1
Capital loss carryforwards		7		—		27		34
Total tax loss and credit carryforwards	$	135	$	1,604	$	2,917	$	4,656

        The valuation allowance for deferred tax assets of $3,096 million and $3,237 million at fiscal year end 2016 and 2015, respectively, relates principally to the uncertainty of the utilization of certain deferred tax assets, primarily tax loss, capital loss, and credit carryforwards in various jurisdictions. We believe that we will generate sufficient future taxable income to realize the income tax benefits related to the remaining net deferred tax assets on the Consolidated Balance Sheet. At fiscal year end 2016, approximately $169 million of the valuation allowance relates to share-based compensation and will be recorded to equity if certain net operating losses and tax credit carryforwards are utilized.

        We have provided income taxes for earnings that are currently distributed as well as the taxes associated with several subsidiaries' earnings that are expected to be distributed in the future. No additional provision has been made for Swiss or non-Swiss income taxes on the undistributed earnings of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such earnings are expected to be permanently reinvested, the investments are essentially permanent in duration, or we have concluded that no additional tax liability will arise as a result of the distribution of such earnings. As of fiscal year end 2016, certain subsidiaries had approximately $21 billion of cumulative undistributed earnings that have been retained indefinitely and reinvested in our global manufacturing operations, including working capital; property, plant, and equipment; intangible assets; and research and development activities. A liability could arise if our intention to permanently reinvest such earnings were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. It is not practicable to estimate the additional income taxes related to permanently reinvested earnings or the basis differences related to investments in subsidiaries. As of fiscal year end 2016, we had approximately $6.9 billion of cash, cash equivalents, and intercompany deposits, principally in our subsidiaries, that we have the ability to distribute to TEGSA, our Luxembourg subsidiary, which is the obligor of substantially all of our debt, and to TE Connectivity Ltd., our Swiss parent company, but we consider to be permanently reinvested. We estimate that up to approximately $1.5 billion of tax expense would be recognized on the Consolidated Financial Statements if our intention to permanently reinvest these amounts were to change. Our current plans do not demonstrate a need to repatriate cash, cash equivalents, and intercompany deposits that are designated as permanently reinvested in order to fund our operations, including investing and financing activities.

Uncertain Tax Position Provisions of ASC 740

        As of fiscal year end 2016, we had total unrecognized income tax benefits of $490 million. If recognized in future years, $370 million of these currently unrecognized income tax benefits would impact income tax expense (benefit) and the effective tax rate. As of fiscal year end 2015, we had total unrecognized income tax benefits of $1,368 million. If recognized in future years, $1,291 million of these unrecognized income tax benefits would impact income tax expense (benefit) and the effective tax rate. The following table summarizes the activity related to unrecognized income tax benefits:

	Fiscal
	2016			2015			2014
	(in millions)
Balance at beginning of fiscal year	$	1,368		$	1,595		$	1,617
Additions related to prior periods tax positions		75			24			22
Reductions related to prior periods tax positions		(817	)		(291	)		(57	)
Additions related to current period tax positions		124			97			32
Acquisitions		4			—			7
Settlements		(205	)		(29	)		(14	)
Reductions due to lapse of applicable statute of limitations		(59	)		(28	)		(12	)
Balance at end of fiscal year	$	490		$	1,368		$	1,595

        We record accrued interest as well as penalties related to uncertain tax positions as part of income tax expense (benefit). As of fiscal year end 2016 and 2015, we had $54 million and $1,076 million, respectively, of accrued interest and penalties related to uncertain tax positions on the Consolidated Balance Sheets, recorded primarily in income taxes. The decrease in the accrued interest and penalties from fiscal year end 2015 was due primarily to the effective settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007. During fiscal 2016, 2015, and 2014, we recognized income tax benefits of $765 million, expense of $7 million, and expense of $99 million, respectively, related to interest and penalties on the Consolidated Statements of Operations.

        We file income tax returns on a unitary, consolidated, or stand-alone basis in multiple state and local jurisdictions, which generally have statutes of limitations ranging from 3 to 4 years. Various state and local income tax returns are currently in the process of examination or administrative appeal.

        Our non-U.S. subsidiaries file income tax returns in the countries in which they have operations. Generally, these countries have statutes of limitations ranging from 3 to 10 years. Various non-U.S. subsidiary income tax returns are currently in the process of examination by taxing authorities.

        As of fiscal year end 2016, under applicable statutes, the following tax years remained subject to examination in the major tax jurisdictions indicated:

Jurisdiction	Open Years
China		2006 through 2016
Czech Republic		2013 through 2016
Germany		2013 through 2016
Hong Kong		2010 through 2016
Ireland		2011 through 2016
Italy		2010 through 2016
Japan		2010 through 2016
Korea		2011 through 2016
Luxembourg		2011 through 2016
Netherlands		2012 through 2016
Singapore		2011 through 2016
Spain		2012 through 2016
Switzerland		2011 through 2016
United Kingdom		2015 through 2016
U.S.—federal and state and local		1998 through 2016

        In most jurisdictions, taxing authorities retain the ability to review prior tax years and to adjust any net operating loss and tax credit carryforwards from these years that are utilized in a subsequent period.

        Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that up to approximately $90 million of unrecognized income tax benefits, excluding the impact 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 Consolidated Balance Sheet as of fiscal year end 2016.

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Other Income (Expense), Net

12 Months Ended

Sep. 30, 2016

Other Income (Expense), Net

Other Income (Expense), Net

16. Other Income (Expense), Net

        In fiscal 2016, 2015, and 2014, we recorded net other expense of $632 million, net other expense of $55 million, and net other income of $63 million, respectively, primarily pursuant to the Tax Sharing Agreement with Tyco International and Covidien. The net other expense in fiscal 2016 included $604 million related to the effective settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007 and $46 million related to a tax settlement in another jurisdiction. The net other expense in fiscal 2015 included $84 million related to the effective settlement of undisputed tax matters for the years 2001 through 2007. See Note 12 for further information regarding the Tax Sharing Agreement and settlements with the IRS. The net other income in fiscal 2014 included $18 million of income related to our share of a settlement agreement entered into by Tyco International with a former subsidiary, CIT Group Inc., which arose from a pre-separation claim for which we were entitled to 31% once resolved.

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Earnings Per Share

12 Months Ended

Sep. 30, 2016

Earnings Per Share

Earnings Per Share

17. Earnings Per Share

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

	Fiscal
	2016		2015		2014
	(in millions)
Basic		366		405		410
Dilutive impact of share-based compensation arrangements		3		6		7
Diluted		369		411		417

        There were three million and one million share options that were not included in the computation of diluted earnings per share for fiscal 2016 and 2015, respectively, because the instruments' underlying exercise prices were greater than the average market prices of our common shares and inclusion would be antidilutive.

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Equity

12 Months Ended

Sep. 30, 2016

Equity

Equity

18. Equity

Common Shares

        We are organized under the laws of Switzerland. The rights of holders of our shares are governed by Swiss law, our Swiss articles of association, and our Swiss organizational regulations. Accordingly, the par value of our common shares is stated in Swiss francs ("CHF"). We continue to use the U.S. dollar, however, as our reporting currency on the Consolidated Financial Statements.

        Subject to certain conditions specified in our articles of association, we are authorized to increase our conditional share capital by issuing new shares in aggregate not exceeding 50% of our authorized shares. In March 2016, our shareholders approved for a period of two years ending on March 2, 2018, 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

        At fiscal year end 2016, approximately 28 million common shares were held in treasury, of which 2 million were owned by one of our subsidiaries. At fiscal year end 2015, approximately 20 million common shares were held in treasury, of which 6 million were owned by one of our subsidiaries. Shares held both directly by us and by our subsidiary are presented as treasury shares on the Consolidated Balance Sheets.

        In fiscal 2016, 2015, and 2014, our shareholders approved the cancellation of 31 million, 5 million, and 10 million shares, respectively, purchased under our share repurchase program. These capital reductions by cancellation of shares were subject to a notice period and filing with the commercial register in Switzerland.

Contributed Surplus

        Contributed surplus established for Swiss tax and statutory purposes ("Swiss Contributed Surplus"), subject to certain conditions, is a freely distributable reserve. Distributions to shareholders from Swiss Contributed Surplus are free from withholding tax. As of fiscal year end 2016 and 2015, Swiss Contributed Surplus was CHF 7,878 million and CHF 8,392 million, respectively (equivalent to $6,992 million and $7,505 million, respectively).

Dividends and Distributions to Shareholders

        Under Swiss law, subject to certain conditions, distributions to shareholders made in the form of a reduction of registered share capital or from reserves from capital contributions (equivalent to Swiss Contributed Surplus) are exempt from Swiss withholding tax. Distributions or dividends on our shares must be approved by our shareholders.

        Our shareholders approved the following dividends on our common shares:

Approval Date	Payment Type	Annual Payment Per Share	Payment Dates
March 2013	Dividend payment out of contributed surplus	CHF 0.96 (equivalent to $1.00), payable in four quarterly installments of $0.25	Third quarter of fiscal 2013 Fourth quarter of fiscal 2013 First quarter of fiscal 2014 Second quarter of fiscal 2014
March 2014	Dividend payment out of contributed surplus	CHF 1.04 (equivalent to $1.16), payable in four quarterly installments of $0.29	Third quarter of fiscal 2014 Fourth quarter of fiscal 2014 First quarter of fiscal 2015 Second quarter of fiscal 2015
March 2015	Dividend payment out of contributed surplus	$1.32 (equivalent to CHF 1.27), payable in four quarterly installments of $0.33	Third quarter of fiscal 2015 Fourth quarter of fiscal 2015 First quarter of fiscal 2016 Second quarter of fiscal 2016
March 2016	Dividend payment out of contributed surplus	$1.48 (equivalent to CHF 1.48), payable in four quarterly installments of $0.37	Third quarter of fiscal 2016 Fourth quarter of fiscal 2016 First quarter of fiscal 2017 Second quarter of fiscal 2017

        Upon shareholders' approval 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 fiscal year end 2016 and 2015, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Consolidated Balance Sheets totaled $263 million and $260 million, respectively.

Share Repurchase Program

        During fiscal 2016, our board of directors authorized an increase of $1.0 billion in the share repurchase program. Common shares repurchased under the share repurchase program were as follows:

	Fiscal
	2016		2015		2014
	(in millions)
Number of common shares repurchased		43		18		11
Amount repurchased	$	2,610	$	1,163	$	604

        At fiscal year end 2016, we had $1.1 billion of availability remaining under our share repurchase authorization.

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Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Sep. 30, 2016

Accumulated Other Comprehensive Income (Loss).

Accumulated Other Comprehensive Income (Loss)

19. Accumulated Other Comprehensive Income (Loss)

        The changes in each component of accumulated other comprehensive income (loss) were as follows:

	Currency Translation(1)			Unrecognized Pension and Postretirement Benefit Costs			Gains (Losses) on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance at fiscal year end 2013	$	931		$	(569	)	$	(59	)	$	303
Other comprehensive loss before reclassifications		(216	)		(211	)		(35	)		(462	)
Amounts reclassified from accumulated other comprehensive income (loss)		5			44			49			98
Income tax benefit		—			44			—			44
Net other comprehensive income (loss), net of tax		(211	)		(123	)		14			(320	)
Balance at fiscal year end 2014		720			(692	)		(45	)		(17	)
Other comprehensive loss before reclassifications		(536	)		(147	)		(44	)		(727	)
Amounts reclassified from accumulated other comprehensive income (loss)		224	(2)		75			45			344
Income tax benefit		—			26			1			27
Net other comprehensive income (loss), net of tax		(312	)		(46	)		2			(356	)
Balance at fiscal year end 2015		408			(738	)		(43	)		(373	)
Other comprehensive loss before reclassifications		(69	)		(190	)		(14	)		(273	)
Amounts reclassified from accumulated other comprehensive income (loss)		(23	)		70			32			79
Income tax (expense) benefit		—			32			(7	)		25
Net other comprehensive income (loss), net of tax		(92	)		(88	)		11			(169	)
Balance at fiscal year end 2016	$	316		$	(826	)	$	(32	)	$	(542	)

(1)	Includes hedges of net investment foreign exchange gains or losses which offset foreign exchange losses or gains attributable to the translation of the net investments.
(2)	Represents net currency translation reclassified as a result of the sale of BNS. This net loss is included in income from discontinued operations on the Consolidated Statement of Operations. See Note 4 for additional information regarding the divestiture of BNS.

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Share Plans

12 Months Ended

Sep. 30, 2016

Share Plans

Share Plans

20. Share Plans

        Our equity compensation plans, of which the TE Connectivity Ltd. 2007 Stock and Incentive Plan, as amended and restated, is the primary plan, provide for the award of annual performance bonuses and long-term performance awards, including share options; restricted, performance, and deferred share units; and other share-based awards (collectively, "Awards") and allow for the use of unissued shares or treasury shares to be used to satisfy such Awards. As of fiscal year end 2016, our plans provided for a maximum of 67 million shares to be issued as Awards, subject to adjustment as provided under the terms of the plans. A total of 16 million shares remained available for issuance under our plans as of fiscal year end 2016.

Share-Based Compensation Expense

        Total share-based compensation expense, which was included primarily in selling, general, and administrative expenses on the Consolidated Statements of Operations, was as follows:

	Fiscal
	2016		2015		2014
	(in millions)
Share-based compensation expense	$	91	$	89	$	77

        We recognized a related tax benefit associated with our share-based compensation arrangements of $29 million, $29 million, and $24 million in fiscal 2016, 2015, and 2014, respectively.

Restricted Share Awards

        Restricted share awards, which are generally in the form of restricted share units, are granted subject to certain restrictions. Conditions of vesting are determined at the time of grant. All restrictions on an award will lapse upon death or disability of the employee. If the employee satisfies retirement requirements, a portion of the award may vest, depending on the terms and conditions of the particular grant. Recipients of restricted share units have no voting rights, but do receive dividend equivalents. For grants that vest through passage of time, the fair value of the award at the time of the grant is amortized to expense over the period of vesting. The fair value of restricted share awards is determined based on the closing value of our shares on the grant date. Restricted share awards generally vest in increments over a period of four years as determined by the management development and compensation committee.

        A summary of restricted share award activity is presented below:

	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at fiscal year end 2015		2,790,934		$	51.01
Granted		886,663			64.88
Vested		(1,116,283	)		45.46
Forfeited		(274,310	)		54.53
Nonvested at fiscal year end 2016		2,287,004		$	58.47

        The weighted-average grant-date fair value of restricted share awards granted during fiscal 2016, 2015, and 2014 was $64.88, $62.45, and $52.21, respectively.

        The total fair value of restricted share awards that vested during fiscal 2016, 2015, and 2014 was $51 million, $58 million, and $52 million, respectively.

        As of fiscal year end 2016, there was $74 million of unrecognized compensation cost related to nonvested restricted share awards. The cost is expected to be recognized over a weighted-average period of 1.6 years.

Performance Share Awards

        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. 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.

        A summary of performance share award activity is presented below:

	Shares			Weighted-Average Grant-Date Fair Value
Outstanding at fiscal year end 2015		700,828		$	47.32
Granted		425,861			55.15
Vested		(444,429	)		34.46
Forfeited		(55,635	)		56.98
Outstanding at fiscal year end 2016		626,625		$	60.56

        The weighted-average grant-date fair value of performance share awards granted during fiscal 2016, 2015, and 2014 was $55.15, $61.65, and $51.63, respectively.

        The total fair value of performance share awards that vested during fiscal 2016 was $15 million. The total fair value of performance share awards that vested in fiscal 2015 and 2014 was insignificant.

        As of fiscal year end 2016, there was $18 million of unrecognized compensation cost related to nonvested performance share awards. The cost is expected to be recognized over a weighted-average period of 1.2 years.

Share Options

        Share options are granted to purchase our common shares at prices which are equal to or greater than the market price of the common shares on the date the option is granted. Conditions of vesting are determined at the time of grant. All restrictions on the award will lapse upon death or disability of the employee. If the employee satisfies retirement requirements, a portion of the award may vest, depending on the terms and conditions of the particular grant. Options generally vest and become exercisable in equal annual installments over a period of four years and expire ten years after the date of grant.

        A summary of share option award activity is presented below:

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in millions)
Outstanding at fiscal year end 2015		10,124,875		$	40.05
Granted		1,860,800			65.70
Exercised		(2,480,662	)		35.68
Expired		(61,592	)		44.20
Forfeited		(339,041	)		57.18
Outstanding at fiscal year end 2016		9,104,380		$	45.79		6.3	$	172
Vested and expected to vest at fiscal year end 2016		8,739,461		$	45.26		6.3	$	170
Exercisable at fiscal year end 2016		5,189,559		$	36.16		4.9	$	147

        The weighted-average exercise price of share option awards granted during fiscal 2016, 2015, and 2014 was $65.70, $61.70, and $51.78, respectively.

        The total intrinsic value of options exercised during fiscal 2016, 2015, and 2014 was $67 million, $107 million, and $136 million, respectively. We received cash related to the exercise of options of $90 million, $103 million, and $156 million in fiscal 2016, 2015, and 2014, respectively. The related excess cash tax benefit classified as a financing cash inflow on the Consolidated Statements of Cash Flows for fiscal 2016, 2015, and 2014 was not material.

        As of fiscal year end 2016, there was $36 million of unrecognized compensation cost related to nonvested share options granted under our share option plans. The cost is expected to be recognized over a weighted-average period of 1.6 years.

Share-Based Compensation Assumptions

        The grant-date fair value of each share option grant was estimated using the Black-Scholes-Merton option pricing model. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. We employ our historical share volatility when calculating the grant-date fair value of our share option grants using the Black-Scholes-Merton option pricing model. Currently, we do not have exchange-traded options of sufficient duration to employ an implied volatility assumption in the calculation and therefore rely solely on the historical volatility calculation. The average expected life was based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. The risk-free interest rate was based on U.S. Treasury zero-coupon issues with a remaining term that approximated the expected life assumed at the date of grant. The expected annual dividend per share was based on our expected dividend rate. The recognized share-based compensation expense was net of estimated forfeitures, which are based on voluntary termination behavior as well as an analysis of actual option forfeitures.

        The weighted-average grant-date fair value of options granted and the weighted-average assumptions we used in the Black-Scholes-Merton option pricing model were as follows:

	Fiscal
	2016			2015			2014
Weighted-average grant-date fair value	$	14.26		$	18.77		$	16.81
Assumptions:
Expected share price volatility		26	%		36	%		39	%
Risk free interest rate		2.0	%		2.0	%		1.8	%
Expected annual dividend per share	$	1.32		$	1.16		$	1.00
Expected life of options (in years)		5.7			6.0			6.0

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Segment and Geographic Data

12 Months Ended

Sep. 30, 2016

Segment and Geographic Data

Segment and Geographic Data

21. Segment and Geographic Data

        We operate through three reportable segments: Transportation Solutions, Industrial Solutions, and Communications Solutions. See Note 1 for a description of the segments in which we operate. We aggregate our operating segments into reportable segments based upon similar economic characteristics and business groupings of products, services, and customers.

        Segment performance is evaluated based on net sales and operating income. Generally, we consider all expenses to be of an operating nature and, accordingly, allocate them to each reportable segment. Costs specific to a segment are charged to the segment. Corporate expenses, such as headquarters administrative costs, are allocated to the segments based on segment operating income. Intersegment sales were not material and were recorded at selling prices that approximate market prices. Corporate assets are allocated to the segments based on segment assets.

        Net sales and operating income by segment were as follows:

	Net Sales						Operating Income
	Fiscal						Fiscal
	2016		2015		2014		2016			2015		2014
	(in millions)
Transportation Solutions	$	6,503	$	6,351	$	6,090	$	1,191		$	1,193	$	1,245
Industrial Solutions		3,215		3,179		3,302		343			352		431
Communications Solutions		2,520		2,703		2,581		368	(1)		204		129
Total	$	12,238	$	12,233	$	11,973	$	1,902		$	1,749	$	1,805

(1)           Includes pre-tax gain of $144 million on the sale of our CPD business during fiscal 2016.

        No single customer accounted for a significant amount of our net sales in fiscal 2016, 2015, and 2014.

        As we are not organized by product or service, it is not practicable to disclose net sales by product or service.

        Depreciation and amortization and capital expenditures were as follows:

	Depreciation and Amortization						Capital Expenditures
	Fiscal						Fiscal
	2016		2015		2014		2016		2015		2014
	(in millions)
Transportation Solutions	$	337	$	347	$	285	$	429	$	400	$	379
Industrial Solutions		131		123		102		107		104		143
Communications Solutions		117		146		164		92		96		113
Total	$	585	$	616	$	551	$	628	$	600	$	635

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

	Segment Assets
	Fiscal Year End
	2016		2015		2014
	(in millions)
Transportation Solutions	$	3,501	$	3,310	$	3,062
Industrial Solutions		1,720		1,720		1,735
Communications Solutions		1,473		1,625		1,689
Total segment assets(1)		6,694		6,655		6,486
Other current assets		1,133		4,150		5,311
Other non-current assets		9,781		9,784		8,335
Total assets	$	17,608	$	20,589	$	20,132

(1)           Segment assets are composed of accounts receivable, inventories, and property, plant, and equipment.

        Net sales and net property, plant, and equipment by geographic region were as follows:

	Net Sales(1)						Property, Plant, and Equipment, Net
	Fiscal						Fiscal Year End
	2016		2015		2014		2016		2015		2014
	(in millions)
Americas:
U.S.	$	3,901	$	3,817	$	3,119	$	922	$	887	$	837
Other Americas		298		321		396		93		87		97
Total Americas		4,199		4,138		3,515		1,015		974		934
Europe/Middle East/Africa:
Switzerland		2,979		2,992		3,483		62		55		54
Germany		127		117		126		334		313		330
Other Europe/Middle East/Africa		1,010		883		615		630		588		642
Total Europe/Middle East/Africa		4,116		3,992		4,224		1,026		956		1,026
Asia–Pacific:
China		2,165		2,367		2,331		491		529		492
Other Asia–Pacific		1,758		1,736		1,903		520		461		468
Total Asia–Pacific		3,923		4,103		4,234		1,011		990		960
Total	$	12,238	$	12,233	$	11,973	$	3,052	$	2,920	$	2,920

(1)           Net sales to external customers is attributed to individual countries based on the legal entity that records the sale.

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Quarterly Financial Data (unaudited)

12 Months Ended

Sep. 30, 2016

Quarterly Financial Data (unaudited)

Quarterly Financial Data (unaudited)

22. Quarterly Financial Data (unaudited)

        Summarized quarterly financial data was as follows:

	Fiscal
	2016									2015
	First Quarter		Second Quarter(1)			Third Quarter(2)		Fourth Quarter(3)		First Quarter(4)		Second Quarter		Third Quarter			Fourth Quarter(5)
	(in millions, except per share data)
Net sales	$	2,833	$	2,952		$	3,121	$	3,332	$	3,049	$	3,082	$	3,118		$	2,984
Gross margin		945		962			1,022		1,104		1,020		1,051		1,048			968
Acquisition and integration costs		5		3			11		3		24		14		8			9
Restructuring and other charges (credits), net		40		(99	)		31		30		25		38		19			70
Income from continuing operations		324		389			791		437		435		316		351			136
Income (loss) from discontinued operations, net of income taxes		29		(9	)		48		—		37		283		(42	)		904
Net income	$	353	$	380		$	839	$	437	$	472	$	599	$	309		$	1,040
Basic earnings per share:
Income from continuing operations	$	0.84	$	1.07		$	2.22	$	1.23	$	1.07	$	0.78	$	0.86		$	0.34
Net income		0.92		1.04			2.35		1.23		1.16		1.47		0.76			2.60
Diluted earnings per share:
Income from continuing operations	$	0.83	$	1.06		$	2.19	$	1.22	$	1.05	$	0.77	$	0.85		$	0.34
Net income		0.91		1.03			2.32		1.22		1.14		1.45		0.75			2.57

(1)	Results for the second quarter of fiscal 2016 included a pre-tax gain of $146 million on the sale of our CPD business.
(2)	Results for the third quarter of fiscal 2016 included a $1,135 million income tax benefit associated with the effective settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007 and the related impact of $604 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien. In addition, results for the third quarter of fiscal 2016 included a $91 million income tax charge related to an increase to the valuation allowance for certain U.S. deferred tax assets, and an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions and the related impact of $46 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien.
(3)	Results for the fourth quarter of fiscal 2016 included an additional week. See Note 1 for additional information regarding our fiscal year end.
(4)	Results for the first quarter of fiscal 2015 included $27 million of charges from the amortization of acquisition-related fair value adjustments to acquired inventories and customer order backlog associated primarily with Measurement Specialties. Results for the first quarter of fiscal 2015 also included a $189 million income tax benefit associated with the effective settlement of all undisputed tax matters for the years 2001 through 2007 and the related impact of $83 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien.
(5)	Results for the fourth quarter of fiscal 2015 included a $216 million income tax charge associated with the tax impacts of certain intercompany legal entity restructurings made in connection with our integration of Measurement Specialties and a $63 million income tax benefit associated with the effective settlement of all undisputed tax matters for the years 2008 through 2010. In addition, in the fourth quarter of fiscal 2015, income (loss) from discontinued operations, net of income taxes included the gain on the sale of our BNS business.

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Tyco Electronics Group S.A.

12 Months Ended

Sep. 30, 2016

Tyco Electronics Group S.A.

Tyco Electronics Group S.A.

23. Tyco Electronics Group S.A.

        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
For the Fiscal Year Ended September 30, 2016

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	12,238		$	—		$	12,238
Cost of sales		—			—			8,205			—			8,205
Gross margin		—			—			4,033			—			4,033
Selling, general, and administrative expenses, net(1)		168			95			1,200			—			1,463
Research, development, and engineering expenses		—			—			644			—			644
Acquisition and integration costs		—			—			22			—			22
Restructuring and other charges (credits), net		2			(1	)		1			—			2
Operating income (loss)		(170	)		(94	)		2,166			—			1,902
Interest income		—			—			19			—			19
Interest expense		—			(126	)		(1	)		—			(127	)
Other expense, net		—			—			(632	)		—			(632	)
Equity in net income of subsidiaries		2,139			2,261			—			(4,400	)		—
Equity in net income of subsidiaries of discontinued operations		67			168			—			(235	)		—
Intercompany interest income (expense), net		(28	)		98			(70	)		—			—
Income from continuing operations before income taxes		2,008			2,307			1,482			(4,635	)		1,162
Income tax benefit		—			—			779			—			779
Income from continuing operations		2,008			2,307			2,261			(4,635	)		1,941
Income (loss) from discontinued operations, net of income taxes(2)		1			(101	)		168			—			68
Net income		2,009			2,206			2,429			(4,635	)		2,009
Other comprehensive loss		(169	)		(169	)		(143	)		312			(169	)
Comprehensive income	$	1,840		$	2,037		$	2,286		$	(4,323	)	$	1,840

(1)	TEGSA selling, general, and administrative expenses include losses of $80 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.
(2)	Includes the internal allocation of gains and losses associated with the divestiture of our BNS business.

Condensed Consolidating Statement of Operations
For the Fiscal Year Ended September 25, 2015

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	12,233		$	—		$	12,233
Cost of sales		—			—			8,146			—			8,146
Gross margin		—			—			4,087			—			4,087
Selling, general, and administrative expenses, net(1)		163			835			506			—			1,504
Research, development, and engineering expenses		—			—			627			—			627
Acquisition and integration costs		—			—			55			—			55
Restructuring and other charges, net		—			—			152			—			152
Operating income (loss)		(163	)		(835	)		2,747			—			1,749
Interest income		—			—			17			—			17
Interest expense		—			(135	)		(1	)		—			(136	)
Other expense, net		—			—			(55	)		—			(55	)
Equity in net income of subsidiaries		1,398			2,318			—			(3,716	)		—
Equity in net income of subsidiaries of discontinued operations		1,182			365			—			(1,547	)		—
Intercompany interest income (expense), net		3			50			(53	)		—			—
Income from continuing operations before income taxes		2,420			1,763			2,655			(5,263	)		1,575
Income tax expense		—			—			(337	)		—			(337	)
Income from continuing operations		2,420			1,763			2,318			(5,263	)		1,238
Income from discontinued operations, net of income taxes		—			817			365			—			1,182
Net income		2,420			2,580			2,683			(5,263	)		2,420
Other comprehensive loss		(356	)		(356	)		(368	)		724			(356	)
Comprehensive income	$	2,064		$	2,224		$	2,315		$	(4,539	)	$	2,064

(1)           TEGSA selling, general, and administrative expenses include losses of $846 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

Condensed Consolidating Statement of Operations
For the Fiscal Year Ended September 26, 2014

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	11,973		$	—		$	11,973
Cost of sales		—			—			8,001			—			8,001
Gross margin		—			—			3,972			—			3,972
Selling, general, and administrative expenses, net(1)		131			1,877			(474	)		—			1,534
Research, development, and engineering expenses		—			—			583			—			583
Acquisition and integration costs		—			—			31			—			31
Restructuring and other charges, net		—			—			19			—			19
Operating income (loss)		(131	)		(1,877	)		3,813			—			1,805
Interest income		—			—			19			—			19
Interest expense		—			(126	)		(1	)		—			(127	)
Other income (expense), net		18			(3	)		48			—			63
Equity in net income of subsidiaries		1,729			3,672			—			(5,401	)		—
Equity in net income of subsidiaries of discontinued operations		167			167			—			(334	)		—
Intercompany interest income (expense), net		(2	)		63			(61	)		—			—
Income from continuing operations before income taxes		1,781			1,896			3,818			(5,735	)		1,760
Income tax expense		—			—			(146	)		—			(146	)
Income from continuing operations		1,781			1,896			3,672			(5,735	)		1,614
Income from discontinued operations, net of income taxes		—			—			167			—			167
Net income		1,781			1,896			3,839			(5,735	)		1,781
Other comprehensive loss		(320	)		(320	)		(328	)		648			(320	)
Comprehensive income	$	1,461		$	1,576		$	3,511		$	(5,087	)	$	1,461

(1)           TEGSA selling, general, and administrative expenses include losses of $1,874 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

Condensed Consolidating Balance Sheet
As of September 30, 2016

	TE Connectivity Ltd.		TEGSA		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	647	$	—		$	647
Accounts receivable, net		—		—		2,046		—			2,046
Inventories		—		—		1,596		—			1,596
Intercompany receivables		37		1,314		48		(1,399	)		—
Prepaid expenses and other current assets		3		17		466		—			486
Total current assets		40		1,331		4,803		(1,399	)		4,775
Property, plant, and equipment, net		—		—		3,052		—			3,052
Goodwill		—		—		5,492		—			5,492
Intangible assets, net		—		—		1,879		—			1,879
Deferred income taxes		—		—		2,111		—			2,111
Investment in subsidiaries		10,053		19,425		—		(29,478	)		—
Intercompany loans receivable		22		3,739		10,313		(14,074	)		—
Receivable from Tyco International plc and Covidien plc		—		—		12		—			12
Other assets		—		14		273		—			287
Total Assets	$	10,115	$	24,509	$	27,935	$	(44,951	)	$	17,608
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt	$	—	$	330	$	1	$	—		$	331
Accounts payable		1		—		1,089		—			1,090
Accrued and other current liabilities		266		57		1,114		—			1,437
Deferred revenue		—		—		208		—			208
Intercompany payables		1,363		—		36		(1,399	)		—
Total current liabilities		1,630		387		2,448		(1,399	)		3,066
Long-term debt		—		3,737		2		—			3,739
Intercompany loans payable		—		10,314		3,760		(14,074	)		—
Long-term pension and postretirement liabilities		—		—		1,502		—			1,502
Deferred income taxes		—		—		207		—			207
Income taxes		—		—		247		—			247
Other liabilities		—		18		344		—			362
Total Liabilities		1,630		14,456		8,510		(15,473	)		9,123
Total Shareholders' Equity		8,485		10,053		19,425		(29,478	)		8,485
Total Liabilities and Shareholders' Equity	$	10,115	$	24,509	$	27,935	$	(44,951	)	$	17,608

Condensed Consolidating Balance Sheet
As of September 25, 2015

	TE Connectivity Ltd.		TEGSA		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	3,329	$	—		$	3,329
Accounts receivable, net		—		—		2,120		—			2,120
Inventories		—		—		1,615		—			1,615
Intercompany receivables		813		389		66		(1,268	)		—
Prepaid expenses and other current assets		4		4		468		—			476
Deferred income taxes		—		—		345		—			345
Total current assets		817		393		7,943		(1,268	)		7,885
Property, plant, and equipment, net		—		—		2,920		—			2,920
Goodwill		—		—		4,824		—			4,824
Intangible assets, net		—		—		1,555		—			1,555
Deferred income taxes		—		—		2,144		—			2,144
Investment in subsidiaries		9,505		19,645		—		(29,150	)		—
Intercompany loans receivable		22		2,328		8,110		(10,460	)		—
Receivable from Tyco International plc and Covidien plc		—		—		964		—			964
Other assets		—		27		270		—			297
Total Assets	$	10,344	$	22,393	$	28,730	$	(40,878	)	$	20,589
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt	$	—	$	498	$	—	$	—		$	498
Accounts payable		2		—		1,141		—			1,143
Accrued and other current liabilities		442		75		1,232		—			1,749
Deferred revenue		—		—		185		—			185
Intercompany payables		311		824		133		(1,268	)		—
Total current liabilities		755		1,397		2,691		(1,268	)		3,575
Long-term debt		—		3,385		1		—			3,386
Intercompany loans payable		4		8,106		2,350		(10,460	)		—
Long-term pension and postretirement liabilities		—		—		1,327		—			1,327
Deferred income taxes		—		—		329		—			329
Income taxes		—		—		1,954		—			1,954
Other liabilities		—		—		433		—			433
Total Liabilities		759		12,888		9,085		(11,728	)		11,004
Total Shareholders' Equity		9,585		9,505		19,645		(29,150	)		9,585
Total Liabilities and Shareholders' Equity	$	10,344	$	22,393	$	28,730	$	(40,878	)	$	20,589

Condensed Consolidating Statement of Cash Flows
For the Fiscal Year Ended September 30, 2016

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities(1)	$	(37	)	$	211		$	2,181		$	(336	)	$	2,019
Net cash used in discontinued operating activities		—			—			(97	)		—			(97	)
Net cash provided by (used in) operating activities		(37	)		211			2,084			(336	)		1,922
Cash Flows From Investing Activities:
Capital expenditures		—			—			(628	)		—			(628	)
Proceeds from sale of property, plant, and equipment		—			—			8			—			8
Acquisition of businesses, net of cash acquired		—			—			(1,336	)		—			(1,336	)
Proceeds from divestiture of business, net of cash retained by sold business		—			199			134			—			333
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations(2)		—			(120	)		101			—			(19	)
Intercompany distribution receipts(1)		1,082			1,729			—			(2,811	)		—
Change in intercompany loans		—			(1,244	)		—			1,244			—
Other		—			—			61			—			61
Net cash provided by (used in) investing activities		1,082			564			(1,660	)		(1,567	)		(1,581	)
Cash Flows From Financing Activities:
Changes in parent company equity(3)		410			300			(710	)		—			—
Net increase in commercial paper		—			330			—			—			330
Proceeds from issuance of debt		—			349			3			—			352
Repayment of debt		—			(500	)		(1	)		—			(501	)
Proceeds from exercise of share options		—			—			90			—			90
Repurchase of common shares		(2,780	)		—			(7	)		—			(2,787	)
Payment of common share dividends to shareholders		(513	)		—			4			—			(509	)
Intercompany distributions(1)		—			(1,250	)		(1,897	)		3,147			—
Loan activity with parent		1,838			—			(594	)		(1,244	)		—
Transfers to discontinued operations		—			—			(97	)		—			(97	)
Other		—			(4	)		(1	)		—			(5	)
Net cash used in continuing financing activities		(1,045	)		(775	)		(3,210	)		1,903			(3,127	)
Net cash provided by discontinued financing activities		—			—			97			—			97
Net cash used in financing activities		(1,045	)		(775	)		(3,113	)		1,903			(3,030	)
Effect of currency translation on cash		—			—			7			—			7
Net decrease in cash and cash equivalents		—			—			(2,682	)		—			(2,682	)
Cash and cash equivalents at beginning of fiscal year		—			—			3,329			—			3,329
Cash and cash equivalents at end of fiscal year	$	—		$	—		$	647		$	—			647

(1)	During fiscal 2016, other subsidiaries made distributions to TEGSA in the amount of $1,897 million and TEGSA made distributions to TE Connectivity Ltd. in the amount of $1,250 million. Cash flows are presented based upon the nature of the distributions.
(2)	Includes the internal allocation of proceeds between TEGSA and other subsidiaries associated with the divestiture of our BNS business.
(3)	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
For the Fiscal Year Ended September 25, 2015

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by continuing operating activities(1)	$	1,186		$	1,270		$	1,824		$	(2,661	)	$	1,619
Net cash provided by discontinued operating activities		—			—			294			—			294
Net cash provided by operating activities		1,186			1,270			2,118			(2,661	)		1,913
Cash Flows From Investing Activities:
Capital expenditures		—			—			(600	)		—			(600	)
Proceeds from sale of property, plant, and equipment		—			—			17			—			17
Acquisition of businesses, net of cash acquired		—			—			(1,725	)		—			(1,725	)
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations		—			709			2,248			—			2,957
Change in intercompany loans		—			(1,304	)		—			1,304			—
Other		—			—			12			—			12
Net cash provided by (used in) continuing investing activities		—			(595	)		(48	)		1,304			661
Net cash used in discontinued investing activities		—			—			(25	)		—			(25	)
Net cash provided by (used in) investing activities		—			(595	)		(73	)		1,304			636
Cash Flows From Financing Activities:
Changes in parent company equity(2)		80			624			(704	)		—			—
Net decrease in commercial paper		—			(328	)		—			—			(328	)
Proceeds from issuance of debt		—			617			—			—			617
Repayment of debt		—			(250	)		(223	)		—			(473	)
Proceeds from exercise of share options		—			—			103			—			103
Repurchase of common shares		(916	)		—			(107	)		—			(1,023	)
Payment of common share dividends to shareholders		(515	)		—			13			—			(502	)
Intercompany distributions(1)		—			(1,335	)		(1,326	)		2,661			—
Loan activity with parent		165			—			1,139			(1,304	)		—
Transfers from discontinued operations		—			—			269			—			269
Other		—			(4	)		4			—			—
Net cash used in continuing financing activities		(1,186	)		(676	)		(832	)		1,357			(1,337	)
Net cash used in discontinued financing activities		—			—			(269	)		—			(269	)
Net cash used in financing activities		(1,186	)		(676	)		(1,101	)		1,357			(1,606	)
Effect of currency translation on cash		—			—			(71	)		—			(71	)
Net increase (decrease) in cash and cash equivalents		—			(1	)		873			—			872
Cash and cash equivalents at beginning of fiscal year		—			1			2,456			—			2,457
Cash and cash equivalents at end of fiscal year	$	—		$	—		$	3,329		$	—		$	3,329

(1)	During fiscal 2015, other subsidiaries made distributions to TEGSA in the amount of $1,326 million and TEGSA made distributions to TE Connectivity Ltd. in the amount of $1,335 million. Cash flows are presented based upon the nature of the distributions.
(2)	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
For the Fiscal Year Ended September 26, 2014

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities(1)	$	(296	)	$	1,829		$	2,153		$	(1,882	)	$	1,804
Net cash provided by discontinued operating activities		—			—			279			—			279
Net cash provided by (used in) operating activities		(296	)		1,829			2,432			(1,882	)		2,083
Cash Flows From Investing Activities:
Capital expenditures		—			—			(635	)		—			(635	)
Proceeds from sale of property, plant, and equipment		—			—			129			—			129
Acquisition of businesses, net of cash acquired		—			—			(522	)		—			(522	)
Proceeds from divestiture of business, net of cash retained by sold business		—			—			3			—			3
Intercompany distribution receipts(1)		—			99			—			(99	)		—
Change in intercompany loans		—			347			—			(347	)		—
Other		—			—			(13	)		—			(13	)
Net cash provided by (used in) continuing investing activities		—			446			(1,038	)		(446	)		(1,038	)
Net cash used in discontinued investing activities		—			—			(37	)		—			(37	)
Net cash provided by (used in) investing activities		—			446			(1,075	)		(446	)		(1,075	)
Cash Flows From Financing Activities:
Changes in parent company equity(2)		67			(3,259	)		3,192			—			—
Net decrease in commercial paper		—			(23	)		—			—			(23	)
Proceeds from issuance of debt		—			1,322			—			—			1,322
Repayment of debt		—			(303	)		(57	)		—			(360	)
Proceeds from exercise of share options		—			—			156			—			156
Repurchase of common shares		(127	)		—			(451	)		—			(578	)
Payment of common share dividends to shareholders		(452	)		—			9			—			(443	)
Intercompany distributions(1)		—			—			(1,981	)		1,981			—
Loan activity with parent		808			—			(1,155	)		347			—
Transfers from discontinued operations		—			—			242			—			242
Other		—			(11	)		2			—			(9	)
Net cash provided by (used in) continuing financing activities		296			(2,274	)		(43	)		2,328			307
Net cash used in discontinued financing activities		—			—			(242	)		—			(242	)
Net cash provided by (used in) financing activities		296			(2,274	)		(285	)		2,328			65
Effect of currency translation on cash		—			—			(19	)		—			(19	)
Net increase in cash and cash equivalents		—			1			1,053			—			1,054
Cash and cash equivalents at beginning of fiscal year		—			—			1,403			—			1,403
Cash and cash equivalents at end of fiscal year	$	—		$	1		$	2,456		$	—		$	2,457

(1)	During fiscal 2014, other subsidiaries made distributions to TEGSA in the amount of $1,981 million. Cash flows are presented based upon the nature of the distributions.
(2)	Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

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SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Sep. 30, 2016

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Fiscal Years Ended September 30, 2016, September 25, 2015, and September 26, 2014

Description	Balance at Beginning of Year		Additions Charged to Costs and Expenses		Acquisitions, Divestitures, and Other		Deductions			Balance at End of Year
	(in millions)
Fiscal 2016:
Allowance for doubtful accounts receivable	$	18	$	—	$	1	$	(2	)	$	17
Valuation allowance on deferred tax assets		3,237		283		1		(425	)		3,096
Fiscal 2015:
Allowance for doubtful accounts receivable	$	14	$	2	$	3	$	(1	)	$	18
Valuation allowance on deferred tax assets		1,706		1,627		1		(97	)		3,237
Fiscal 2014:
Allowance for doubtful accounts receivable	$	29	$	2	$	—	$	(17	)	$	14
Valuation allowance on deferred tax assets		1,801		285		—		(380	)		1,706

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Sep. 30, 2016

Summary of Significant Accounting Policies

Basis of Accounting

Basis of Presentation

        The Consolidated Financial Statements reflect the consolidated operations of TE Connectivity Ltd. and its subsidiaries and have been prepared in United States ("U.S.") dollars in accordance with accounting principles generally accepted in the U.S. ("GAAP").

Use of Estimates

Use of Estimates

        The preparation of the 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 revenues and expenses. Significant estimates in these Consolidated Financial Statements include restructuring and other charges, assets acquired and liabilities assumed in acquisitions, allowances for doubtful accounts receivable, estimates of future cash flows and discount rates associated with asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, estimated contract revenue and related costs, legal contingencies, tax reserves and deferred tax asset valuation allowances, and the determination of discount and other rate assumptions for pension benefit cost. Actual results could differ materially from these estimates.

Fiscal Year

Fiscal Year

        We have a 52 or 53-week fiscal year that ends on the last Friday of September. For fiscal years in which there are 53 weeks, the fourth quarter reporting period includes 14 weeks. Fiscal 2016 was a 53 week year and ended on September 30, 2016. Fiscal 2015 and 2014 were 52 weeks in length and ended on September 25, 2015 and September 26, 2014, respectively.

Principles of Consolidation

Principles of Consolidation

        We consolidate entities in which we own or control more than 50% of the voting shares or otherwise have the ability to control through similar rights. All intercompany transactions have been eliminated. The results of companies acquired or disposed of are included on the Consolidated Financial Statements from the effective date of acquisition or up to the date of disposal.

Revenue Recognition

Revenue Recognition

        Our revenues are generated principally from the sale of our products. Revenue from the sale of products is recognized at the time title and the risks and rewards of ownership pass to the customer. This generally occurs when the products reach the shipping point, the sales price is fixed and determinable, and collection is reasonably assured.

        Contract revenues for construction related projects, which are generated in the Communications Solutions segment, are recorded primarily using the percentage-of-completion method. Profits recognized on contracts in process are based upon estimated contract revenue and related cost to complete. Percentage-of-completion is measured based on the ratio of actual costs incurred to total estimated costs. Revisions in cost estimates as contracts progress have the effect of increasing or decreasing profits in the current period. Provisions for anticipated losses are made in the period in which they first become determinable. In addition, provisions for credit losses related to construction related projects are recorded as reductions of revenue in the period in which they first become determinable.

        We generally warrant that our products will conform to our, or mutually agreed to, specifications and that our products will be free from material defects in materials and workmanship for a limited time. We limit our warranty to the replacement or repair of defective parts, or a refund or credit of the price of the defective product. We accept returned goods only when the customer makes a verified claim and we have authorized the return. Generally, a reserve for estimated returns is established at the time of sale based on historical return experience and is recorded as a reduction of sales.

        Additionally, certain of our long-term contracts in the Communications Solutions segment have warranty obligations. Estimated warranty costs for each contract are determined based on the contract terms and technology-specific considerations. These costs are included in total estimated contract costs and are accrued over the construction period of the respective contracts under percentage-of-completion accounting.

        We provide certain distributors with an inventory allowance for returns or scrap equal to a percentage of qualified purchases. A reserve for estimated returns and scrap allowances is established at the time of the sale, based on an agreed upon fixed percentage of sales to distributors, and is recorded as a reduction of sales.

        Other allowances include customer quantity and price discrepancies. A reserve for other allowances is generally established at the time of sale based on historical experience and is recorded as a reduction of sales. We believe we can reasonably and reliably estimate the amounts of future allowances.

Inventories

Inventories

        Inventories are recorded at the lower of cost or market value using the first-in, first-out cost method, except for inventoried costs incurred in the performance of long-term contracts primarily by the Communications Solutions segment.

Property, Plant and Equipment, Net

Property, Plant, and Equipment, Net

        Property, plant, and equipment is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are 10 to 20 years for land improvements, 5 to 40 years for buildings and improvements, and 1 to 15 years for machinery and equipment.

        We periodically evaluate, when events and circumstances warrant, the net realizable value of property, plant, and equipment and other long-lived assets, relying on a number of factors including operating results, business plans, economic projections, and anticipated future cash flows. When indicators of potential impairment are present, the carrying values of the asset group are evaluated in relation to the operating performance and estimated future undiscounted cash flows of the underlying asset group. Impairment of the carrying value is recognized whenever anticipated future undiscounted cash flow estimates are less than the carrying value of the asset. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows and discount rates, reflecting varying degrees of perceived risk.

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

        Intangible assets include both indeterminable-lived residual goodwill and determinable-lived identifiable intangible assets. Intangible assets with a determinable life primarily include intellectual property, consisting of patents, trademarks, and unpatented technology, as well as customer relationships. Recoverability estimates range from 1 to 50 years and costs are generally amortized on a straight-line basis. An evaluation of the remaining useful life of determinable-lived intangible assets is performed on a periodic basis and when events and circumstances warrant an evaluation.

        At fiscal year end 2016, we had six reporting units, five of which contained goodwill. There were two reporting units in each of our three segments. When changes occur in the composition of one or more reporting units, goodwill is reassigned to the reporting units affected based on their relative fair values.

        Goodwill impairment is evaluated by comparing the carrying value of each reporting unit to its fair value on the first day of the fourth fiscal quarter of each year or whenever we believe a triggering event requiring a more frequent assessment has occurred. In assessing the existence of a triggering event, management relies on a number of reporting unit-specific factors including operating results, business plans, economic projections, anticipated future cash flows, transactions, and market place data. There are inherent uncertainties related to these factors and management's judgment in applying these factors to the impairment analysis.

        When testing for goodwill impairment, we perform a step I goodwill impairment test to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, goodwill may be impaired and a step II goodwill impairment test is performed to measure the amount of impairment, if any. In the step II goodwill impairment test, we compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. The implied fair value of goodwill is determined in a manner consistent with how goodwill is recognized in a business combination. We allocate the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.

        Fair value estimates used in the step I goodwill impairment tests are calculated using an income approach based on the present value of future cash flows of each reporting unit. The income approach generally has been supported by guideline analyses (a market approach). These approaches incorporate a number of assumptions including future growth rates, discount rates, income tax rates, and market activity in assessing fair value and are reporting unit specific. Changes in economic and operating conditions impacting these assumptions could result in goodwill impairments in future periods.

Research and Development

Research and Development

        Research and development expenditures are expensed when incurred and are included in research, development, and engineering expenses on the Consolidated Statements of Operations. Research and development expenses include salaries, direct costs incurred, and building and overhead expenses. The amounts expensed in fiscal 2016, 2015, and 2014 were $566 million, $540 million, and $484 million, respectively.

Income Taxes

Income Taxes

        Income taxes are computed in accordance with the provisions of Accounting Standards Codification ("ASC") 740, Income Taxes. Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been reflected on the Consolidated Financial Statements. Deferred tax liabilities and assets are determined based on the differences between the book and tax bases of particular assets and liabilities and operating loss carryforwards using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

        The calculation of our tax liabilities includes estimates for uncertainties in the application of complex tax regulations across multiple global jurisdictions where we conduct our operations. Under the uncertain tax position provisions of ASC 740, we recognize liabilities for tax and related interest for issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes and related interest will be due. These tax liabilities and related interest are reflected net of the impact of related tax loss carryforwards, as such tax loss carryforwards will be applied against these tax liabilities and will reduce the amount of cash tax payments due upon the eventual settlement with the tax authorities. These estimates may change due to changing facts and circumstances. Due to the complexity of these uncertainties, the ultimate resolution may result in a settlement that differs from our current estimate of the tax liabilities and related interest.

Financial Instruments

Financial Instruments

        Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, debt, and derivative financial instruments.

        We account for derivative financial instrument contracts on the Consolidated Balance Sheets at fair value. For instruments not designated as hedges under ASC 815, Derivatives and Hedging, the changes in the instruments' fair value are recognized currently in earnings. For instruments designated as cash flow hedges, the effective portion of changes in the fair value of a derivative is recorded in other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the underlying hedged item affects earnings. Ineffective portions of a cash flow hedge, including amounts excluded from the hedging relationship, are recognized currently in earnings. Changes in the fair value of instruments designated as fair value hedges affect the carrying value of the asset or liability hedged, with changes in both the derivative instrument and the hedged asset or liability being recognized currently in earnings.

        We determine the fair value of our financial instruments by using methods and assumptions that are based on market conditions and risks existing at each balance sheet date. Standard market conventions are used to determine the fair value of financial instruments, including derivatives.

        The cash flows related to derivative financial instruments are reported in the operating activities section of the Consolidated Statements of Cash Flows.

        Our derivative financial instruments present certain market and counterparty risks. Concentration of counterparty risk is mitigated, however, by our use of financial institutions worldwide, substantially all of which have long-term Standard & Poor's, Moody's, and/or Fitch credit ratings of A/A2 or higher. In addition, we utilize only conventional derivative financial instruments. We are exposed to potential losses if a counterparty fails to perform according to the terms of its agreement. With respect to counterparty net asset positions recognized at fiscal year end 2016, we have assessed the likelihood of counterparty default as remote. We currently provide guarantees from a wholly-owned subsidiary to the counterparties to our commodity swap derivatives and exchange cash collateral with the counterparties to our cross-currency swap contracts. The likelihood of performance on the guarantees has been assessed as remote. For all other derivative financial instruments, we are not required to provide, nor do we require counterparties to provide, collateral or other security.

Fair Value Measurements

Fair Value Measurements

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

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

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

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

        Financial assets and liabilities measured at fair value on a recurring basis are generally valued using level 2 inputs.

        Financial instruments other than derivative instruments include cash and cash equivalents, accounts receivable, accounts payable, and debt. These instruments are recorded on the 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 11 for disclosure of the fair value of debt. The following is a description of the valuation methodologies used for the respective financial instruments:

•           Cash and cash equivalents.  Cash and cash equivalents are valued at book value, which we consider to be equivalent to unadjusted quoted prices (level 1).

•           Accounts receivable.  Accounts receivable are valued based on the net value expected to be realized. The net realizable value generally represents an observable contractual agreement (level 2).

•           Accounts payable.  Accounts payable are valued based on the net value expected to be paid, generally supported by an observable contractual agreement (level 2).

•           Debt.  The fair value of debt, including both current and non-current maturities, is derived from quoted market prices or other pricing determinations based on the results of market approach valuation models using observable market data such as recently reported trades, bid and offer information, and benchmark securities (level 2).

Pension

Pension

        The funded status of our defined benefit pension plans is recognized on the Consolidated Balance Sheets and is measured as the difference between the fair value of plan assets and the projected benefit obligation at the measurement date. The projected benefit obligation represents the actuarial present value of benefits projected to be paid upon retirement factoring in estimated future compensation levels. The fair value of plan assets represents the current market value of cumulative company and participant contributions made to irrevocable trust funds, held for the sole benefit of participants, which are invested by the trustee of the funds. The benefits under our defined benefit pension plans are based on various factors, such as years of service and compensation.

        Net periodic pension benefit cost is based on the utilization of the projected unit credit method of calculation and is charged to earnings on a systematic basis over the expected average remaining service lives of current participants.

        The measurement of benefit obligations and net periodic benefit cost is based on estimates and assumptions determined by our management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age, and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates, and mortality rates.

Share-Based Compensation

Share-Based Compensation

        We determine the fair value of share awards on the date of grant. Share options are valued using the Black-Scholes-Merton valuation model; restricted share awards and performance awards are valued using our end-of-day share price on the date of grant. The fair value is expensed ratably over the expected service period, with an allowance made for estimated forfeitures based on historical employee activity. Estimates regarding the attainment of performance criteria are reviewed periodically; the cumulative impact of a change in estimate regarding the attainment of performance criteria is recorded in the period in which that change is made.

Earnings Per Share

Earnings Per Share

        Basic earnings per share is computed by dividing net income by the basic weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding adjusted for the potentially dilutive impact of share-based compensation arrangements.

Currency Translation

Currency Translation

        For our non-U.S. dollar functional currency subsidiaries, assets and liabilities are translated into U.S. dollars using fiscal year end exchange rates. Sales and expenses are translated at average monthly exchange rates. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss) within equity.

        Gains and losses resulting from foreign currency transactions, which are included in earnings, were immaterial in fiscal 2016, 2015, and 2014.

Restructuring Charges

Restructuring Charges

        Restructuring activities involve employee-related termination costs, facility exit costs, and asset impairments resulting from reductions-in-force, migration of facilities or product lines from higher-cost to lower-cost countries, or consolidation of facilities within countries. We recognize termination costs based on requirements established by severance policy, government law, or previous actions. Facility exit costs generally reflect the cost to terminate a facility lease before the end of its term (measured at fair value at the time we cease using the facility) or costs that will continue to be incurred under the facility lease without future economic benefit to us. Restructuring activities often result in the disposal or abandonment of assets that require an acceleration of depreciation or impairment reflecting the excess of the assets' carrying values over fair value.

        The recognition of restructuring costs require that we make certain judgments and estimates regarding the nature, timing, and amount of costs associated with the planned exit activity. To the extent our actual results differ from our estimates and assumptions, we may be required to revise the estimated liabilities, requiring the recognition of additional restructuring costs or the reduction of liabilities already recognized. At the end of each reporting period, we evaluate the remaining accrued balances to ensure these balances are properly stated and the utilization of the reserves are for their intended purpose in accordance with developed exit plans.

Acquisitions

Acquisitions

        We account for acquired businesses using the acquisition method of accounting. This method requires, among other things, that most assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. We allocate the purchase price of acquired businesses to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values, or as required by ASC 805, Business Combinations. The excess of the purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. We may engage independent third-party appraisal firms to assist us in determining the fair values of assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

Contingent Liabilities

Contingent Liabilities

        We record a loss contingency when the available information indicates it is probable that we have incurred a liability and the amount of the loss is reasonably estimable. When a range of possible losses with equal likelihood exists, we record the low end of the range. The likelihood of a loss with respect to a particular contingency is often difficult to predict, and determining a meaningful estimate of the loss or a range of loss may not be practicable based on information available. In addition, it is not uncommon for such matters to be resolved over many years, during which time relevant developments and new information must continuously be evaluated to determine whether a loss is probable and a reasonable estimate of that loss can be made. When a loss is probable but a reasonable estimate cannot be made, or when a loss is at least reasonably possible, disclosure is provided.

Recently Issued and Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

        In March 2016, the Financial Accounting Standards Board ("FASB") issued an update to ASC 718, Compensation—Stock Compensation, to simplify various aspects of accounting for share-based payments to employees. This update is effective for us in the first quarter of fiscal 2018; however, we expect to early adopt this update in the first quarter of fiscal 2017. We expect the impact of adoption of the provision addressing accounting for excess tax benefits and deficiencies will increase noncurrent deferred tax assets and retained earnings by approximately $170 million. Adoption of the remaining provisions of the update will not have a material impact on our Consolidated Financial Statements.

        In February 2016, the FASB issued ASC 842, Leases, requiring lessees to recognize a lease liability and a right-of-use asset for most leases. This guidance is effective for us in the first quarter of fiscal 2020. We will adopt the new standard using a modified retrospective transition approach which requires application of the new guidance for all periods presented. We are currently assessing the impact that adoption will have on our financial position.

        In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers. This guidance supersedes ASC 605, Revenue Recognition, and introduces a single, comprehensive, five-step revenue recognition model. ASC 606 also enhances disclosures related to revenue recognition. In August 2015, the FASB deferred the effective date of ASC 606 by one year. ASC 606 is effective for us in the first quarter of fiscal 2019 and allows for either a full retrospective or a modified retrospective approach at adoption. We are continuing to assess the impact of adopting ASC 606, but do not expect adoption to have a material impact on our results of operations or financial position.

Recently Adopted Accounting Pronouncements

        In November 2015, the FASB issued an update to ASC 740 requiring that deferred tax assets and liabilities be classified as non-current in a classified statement of financial position. We elected to early adopt this update on a prospective basis during fiscal 2016. Prior period amounts were not retrospectively adjusted.

        In April 2015, the FASB issued an update to ASC 835, Interest, requiring that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We elected to early adopt this update during fiscal 2016. The update was applied on a retrospective basis and did not have a material impact on the Consolidated Financial Statements.

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Restructuring and Other Charges, Net (Tables)

12 Months Ended

Sep. 30, 2016

Restructuring and Other Charges, Net

Schedule of restructuring and other charges (credits)

	Fiscal
	2016			2015		2014
	(in millions)
Restructuring charges, net	$	125		$	93	$	23
Gain on divestiture		(144	)		—		—
Other charges (credits), net		21			59		(4	)
	$	2		$	152	$	19

Net restructuring charges by segment

	Fiscal
	2016		2015		2014
	(in millions)
Transportation Solutions	$	39	$	6	$	7
Industrial Solutions		28		29		7
Communications Solutions		58		58		9
Restructuring charges, net	$	125	$	93	$	23

Summary of activity in restructuring reserves

	Balance at Beginning of Fiscal Year		Charges		Changes in Estimate			Cash Payments			Non-Cash Items			Currency Translation and Other(1)			Balance at End of Fiscal Year
	(in millions)
Fiscal 2016 Activity:
Fiscal 2016 Actions:
Employee severance	$	—	$	86	$	—		$	(32	)	$	—		$	—		$	54
Facility and other exit costs		—		3		—			(3	)		—			—			—
Property, plant, and equipment		—		41		—			—			(41	)		—			—
Total		—		130		—			(35	)		(41	)		—			54
Fiscal 2015 Actions:
Employee severance		45		3		(4	)		(31	)		—			—			13
Facility and other exit costs		1		—		—			(1	)		—			—			—
Total		46		3		(4	)		(32	)		—			—			13
Fiscal 2014 Actions:
Employee severance		4		—		—			(2	)		—			—			2
Pre-Fiscal Fiscal 2014 Actions:
Employee severance		20		—		(6	)		(6	)		—			2			10
Facility and other exit costs		14		2		—			(4	)		—			—			12
Total		34		2		(6	)		(10	)		—			2			22
Total fiscal 2016 activity	$	84	$	135	$	(10	)	$	(79	)	$	(41	)	$	2		$	91
Fiscal 2015 Activity:
Fiscal 2015 Actions:
Employee severance	$	—	$	68	$	—		$	(23	)	$	—		$	—		$	45
Facility and other exit costs		—		3		—			(2	)		—			—			1
Property, plant, and equipment		—		21		—			—			(21	)		—			—
Total		—		92		—			(25	)		(21	)		—			46
Fiscal 2014 Actions:
Employee severance		16		—		—			(7	)		—			(5	)		4
Facility and other exit costs		1		—		—			(1	)		—			—			—
Total		17		—		—			(8	)		—			(5	)		4
Pre-Fiscal 2014 Actions:
Employee severance		75		2		(4	)		(47	)		—			(6	)		20
Facility and other exit costs		22		3		—			(12	)		—			1			14
Total		97		5		(4	)		(59	)		—			(5	)		34
Total fiscal 2015 activity	$	114	$	97	$	(4	)	$	(92	)	$	(21	)	$	(10	)	$	84
Fiscal 2014 Activity:
Fiscal 2014 Actions:
Employee severance	$	—	$	10	$	—		$	(13	)	$	—		$	19		$	16
Facility and other exit costs		—		—		—			—			—			1			1
Property, plant, and equipment		—		9		—			—			(9	)		—			—
Total		—		19		—			(13	)		(9	)		20			17
Pre-Fiscal 2014 Actions:
Employee severance		210		10		(20	)		(134	)		—			9			75
Facility and other exit costs		27		6		1			(13	)		—			1			22
Property, plant, and equipment		—		7		—			—			(7	)		—			—
Total		237		23		(19	)		(147	)		(7	)		10			97
Total fiscal 2014 activity	$	237	$	42	$	(19	)	$	(160	)	$	(16	)	$	30		$	114

(1) Includes net charges associated with discontinued operations of $36 million in fiscal 2014.

Restructuring and Other Charges, Net

Restructuring reserves included on Condensed Consolidated Balance Sheets

	Fiscal Year End
	2016		2015
	(in millions)
Accrued and other current liabilities	$	64	$	60
Other liabilities		27		24
Restructuring reserves	$	91	$	84

Fiscal 2016 Actions

Restructuring and Other Charges, Net

Summary of charges by segment

	Total Expected Charges		Charges Incurred in Fiscal 2016		Remaining Expected Charges
	(in millions)
Transportation Solutions	$	45	$	38	$	7
Industrial Solutions		30		28		2
Communications Solutions		96		64		32
Total	$	171	$	130	$	41

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Discontinued Operations (Tables)

12 Months Ended

Sep. 30, 2016

Discontinued Operations

Income from discontinued operations

	Fiscal
	2016		2015			2014
	(in millions)
Net sales from discontinued operations	$	—	$	1,595		$	1,939
Pre-tax income from discontinued operations	$	30	$	118		$	224
Pre-tax gain on sale of discontinued operations		29		1,105			—
Income tax (expense) benefit		9		(41	)		(57	)
Income from discontinued operations, net of income taxes	$	68	$	1,182		$	167

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Acquisitions (Tables)

12 Months Ended

Sep. 30, 2016

2016 Acquisitions

Business acquisition information

Allocation of purchase price to the fair value of identifiable assets acquired and liabilities assumed

	(in millions)
Cash and cash equivalents	$	75
Other current assets		88
Goodwill		836
Intangible assets		530
Other non-current assets		39
Total assets acquired		1,568
Current liabilities		35
Deferred income taxes		107
Other non-current liabilities		15
Total liabilities assumed		157
Net assets acquired		1,411
Cash and cash equivalents acquired		(75	)
Net cash paid	$	1,336

Acquired intangible assets

	Amount		Weighted-Average Amortization Period
	(in millions)		(in years)
Customer relationships	$	300		18
Developed technology		170		11
Trade names and trademarks		45		25
Customer order backlog		15		3
Total	$	530		16

Measurement Specialties

Business acquisition information

Allocation of purchase price to the fair value of identifiable assets acquired and liabilities assumed

	(in millions)
Cash and cash equivalents	$	37
Accounts receivable		84
Inventories		110
Other current assets		20
Property, plant, and equipment		95
Goodwill		1,064
Intangible assets		547
Other non-current assets		9
Total assets acquired		1,966
Short-term debt		20
Accounts payable		48
Other current liabilities		67
Long-term debt		203
Deferred income taxes		98
Other non-current liabilities		9
Total liabilities assumed		445
Net assets acquired		1,521
Cash and cash equivalents acquired		(37	)
Net cash paid	$	1,484

Acquired intangible assets

	Amount		Weighted-Average Amortization Period
	(in millions)		(in years)
Customer relationships	$	370		18
Developed technology		161		9
Trade names and trademarks		4		1
Customer order backlog		12		< 1
Total	$	547		15

Measurement Specialties and 2016 Acquisitions

Business acquisition information

Pro forma financial information

	Pro Forma for Fiscal
	2016		2015		2014
	(in millions, except per share data)
Net sales	$	12,471	$	12,613	$	12,429
Net income		2,038		2,448		1,744
Diluted earnings per share		5.52	$	5.96	$	4.18

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Inventories (Tables)

12 Months Ended

Sep. 30, 2016

Inventories.

Schedule of inventories

	Fiscal Year End
	2016		2015
	(in millions)
Raw materials	$	241	$	261
Work in progress		504		535
Finished goods		669		773
Inventoried costs on long-term contracts		182		46
Inventories	$	1,596	$	1,615

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Property, Plant, and Equipment, Net (Tables)

12 Months Ended

Sep. 30, 2016

Property, Plant, and Equipment, Net

Components of net property, plant, and equipment

	Fiscal Year End
	2016			2015
	(in millions)
Land and improvements	$	159		$	163
Buildings and improvements		1,272			1,261
Machinery and equipment		6,890			6,692
Construction in process		567			521
Gross property, plant, and equipment		8,888			8,637
Accumulated depreciation		(5,836	)		(5,717	)
Property, plant, and equipment, net	$	3,052		$	2,920

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Goodwill (Tables)

12 Months Ended

Sep. 30, 2016

Goodwill

Changes in the carrying amount of goodwill by segment

	Transportation Solutions			Industrial Solutions			Communications Solutions			Total
	(in millions)
Fiscal year end 2014(1)	$	834		$	2,165		$	727		$	3,726
Acquisitions		1,066			145			—			1,211
Currency translation		(37	)		(57	)		(19	)		(113	)
Fiscal year end 2015(1)		1,863			2,253			708			4,824
Acquisitions		60			776			—			836
Divestiture of business		—			—			(117	)		(117	)
Currency translation		(20	)		(24	)		(7	)		(51	)
Fiscal year end 2016(1)	$	1,903		$	3,005		$	584		$	5,492

(1)           At fiscal year end 2016, 2015, and 2014, accumulated impairment losses for the Transportation Solutions and Industrial Solutions segments were $2,191 million and $669 million, respectively. Accumulated impairment losses for the Communications Solutions segment were $1,514 million at fiscal year end 2016 and $1,626 million at fiscal year end 2015 and 2014.

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Intangible Assets, Net (Tables)

12 Months Ended

Sep. 30, 2016

Intangible Assets, Net

Schedule of finite-lived intangible assets

	Fiscal Year End
	2016							2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(in millions)
Customer relationships	$	1,332	$	(212	)	$	1,120	$	1,053	$	(148	)	$	905
Intellectual property		1,300		(563	)		737		1,150		(524	)		626
Other		36		(14	)		22		37		(13	)		24
Total	$	2,668	$	(789	)	$	1,879	$	2,240	$	(685	)	$	1,555

Schedule of finite-lived intangible assets, future amortization expense

	(in millions)
Fiscal 2017	$	170
Fiscal 2018		170
Fiscal 2019		167
Fiscal 2020		160
Fiscal 2021		157
Thereafter		1,055
Total	$	1,879

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Accrued and Other Current Liabilities (Tables)

12 Months Ended

Sep. 30, 2016

Accrued and Other Current Liabilities

Components of accrued and other current liabilities

	Fiscal Year End
	2016		2015
	(in millions)
Accrued payroll and employee benefits	$	431	$	424
Dividends payable to shareholders		263		260
Income taxes payable		149		198
Share repurchase program payable		—		177
Restructuring reserves		64		60
Interest payable		56		53
Deferred income taxes		—		33
Other		474		544
Accrued and other current liabilities	$	1,437	$	1,749

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Debt (Tables)

12 Months Ended

Sep. 30, 2016

Debt

Schedule of debt

	Fiscal Year End
	2016			2015
	(in millions)
Commercial paper, at a weighted-average interest rate of 0.69% at fiscal year end 2016	$	330		$	—
Senior floating rate notes due 2016(1)		—			500
6.55% senior notes due 2017		708			708
2.375% senior notes due 2018		325			325
2.35% senior notes due 2019		250			250
4.875% senior notes due 2021		250			250
3.50% senior notes due 2022		500			500
1.100% euro-denominated senior notes due 2023		618			614
3.45% senior notes due 2024		250			250
3.700% senior notes due 2026		350			—
7.125% senior notes due 2037		477			477
Other		3			—
Total principal debt		4,061			3,874
Unamortized discounts and debt issuance costs		(26	)		(27	)
Effects of fair value hedge-designated interest rate swaps		35			37
Total debt	$	4,070		$	3,884

(1)           The senior floating rate notes due 2016 bore interest at a rate of three-month London interbank offered rate ("LIBOR") plus 0.20% per year.

Aggregate amounts of principal payments maturing during the next five years and thereafter

	(in millions)
Fiscal 2017	$	331
Fiscal 2018		708
Fiscal 2019		576
Fiscal 2020		1
Fiscal 2021		250
Thereafter		2,195
Total	$	4,061

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Commitments and Contingencies (Tables)

12 Months Ended

Sep. 30, 2016

Commitments and Contingencies

Schedule of minimum lease payment obligations under non-cancelable lease obligations

	(in millions)
Fiscal 2017	$	106
Fiscal 2018		86
Fiscal 2019		66
Fiscal 2020		47
Fiscal 2021		41
Thereafter		98
Total	$	444

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Retirement Plans (Tables) - Defined Benefit Pension Plans

12 Months Ended

Sep. 30, 2016

Defined benefit plans and other postretirement benefit plans

Net periodic pension benefit cost

	U.S. Plans									Non-U.S. Plans
	Fiscal									Fiscal
	2016			2015			2014			2016			2015			2014
	($ in millions)
Service cost	$	9		$	9		$	7		$	48		$	45		$	46
Interest cost		50			48			50			52			58			71
Expected return on plan assets		(59	)		(67	)		(63	)		(68	)		(72	)		(67	)
Amortization of net actuarial loss		40			25			25			36			33			23
Other		—			—			—			(6	)		(5	)		(3	)
Net periodic pension benefit cost	$	40		$	15		$	19		$	62		$	59		$	70
Weighted-average assumptions used to determine net pension benefit cost during the fiscal year:
Discount rate		4.38	%		4.34	%		4.84	%		2.50	%		2.77	%		3.38	%
Expected return on plan assets		6.97	%		7.20	%		7.16	%		5.98	%		6.46	%		5.96	%
Rate of compensation increase		—	%		—	%		—	%		2.81	%		2.86	%		2.84	%

Changes in benefit obligation and plan assets and the net amount recognized on the Consolidated Balance Sheets

	U.S. Plans						Non-U.S. Plans
	Fiscal						Fiscal
	2016			2015			2016			2015
	($ in millions)
Change in benefit obligation:
Benefit obligation at beginning of fiscal year	$	1,170		$	1,143		$	2,188		$	2,276
Service cost		9			9			48			45
Interest cost		50			48			52			58
Actuarial loss		102			42			368			87
Benefits and administrative expenses paid		(81	)		(74	)		(85	)		(71	)
Currency translation		—			—			(63	)		(213	)
Other		—			2			27			6
Benefit obligation at end of fiscal year		1,250			1,170			2,535			2,188
Change in plan assets:
Fair value of plan assets at beginning of fiscal year		879			978			1,167			1,177
Actual return on plan assets		130			(26	)		261			72
Employer contributions		1			1			66			65
Benefits and administrative expenses paid		(81	)		(74	)		(85	)		(71	)
Currency translation		—			—			(59	)		(90	)
Other		—			—			21			14
Fair value of plan assets at end of fiscal year		929			879			1,371			1,167
Funded status	$	(321	)	$	(291	)	$	(1,164	)	$	(1,021	)
Amounts recognized on the Consolidated Balance Sheets:
Accrued and other current liabilities	$	(5	)	$	(5	)	$	(20	)	$	(19	)
Long-term pension and postretirement liabilities		(316	)		(286	)		(1,144	)		(1,002	)
Net amount recognized	$	(321	)	$	(291	)	$	(1,164	)	$	(1,021	)
Weighted-average assumptions used to determine pension benefit obligation at fiscal year end:
Discount rate		3.58	%		4.38	%		1.44	%		2.50	%
Rate of compensation increase		—	%		—	%		2.52	%		2.81	%

Pre-tax amounts recognized in accumulated other comprehensive income (loss) for all U.S. and non-U.S. defined benefit pension plans

	U.S. Plans						Non-U.S. Plans
	Fiscal						Fiscal
	2016			2015			2016			2015
	(in millions)
Change in net loss:
Unrecognized net loss at beginning of fiscal year	$	436		$	325		$	711		$	748
Current year change recorded in accumulated other comprehensive income (loss)		32			136			164			18
Amortization reclassified to earnings		(40	)		(25	)		(36	)		(55	)
Unrecognized net loss at end of fiscal year	$	428		$	436		$	839		$	711
Change in prior service credit:
Unrecognized prior service credit at beginning of fiscal year	$	—		$	—		$	(66	)	$	(67	)
Current year change recorded in accumulated other comprehensive income (loss)		—			—			(10	)		(4	)
Amortization reclassified to earnings(1)		—			—			6			5
Unrecognized prior service credit at end of fiscal year	$	—		$	—		$	(70	)	$	(66	)

(1)           Amortization of prior service credit is included in other in the above table summarizing the components of net periodic pension benefit cost.

Target weighted average asset allocation and weighted average asset allocation for U.S. and non-U.S. pension plans

	U.S. Plans									Non-U.S. Plans
	Target			Fiscal Year End 2016			Fiscal Year End 2015			Target			Fiscal Year End 2016			Fiscal Year End 2015
Asset category:
Equity securities		45	%		45	%		45	%		41	%		41	%		45	%
Debt securities		55			55			55			38			33			29
Insurance contracts and other investments		—			—			—			19			24			24
Real estate investments		—			—			—			2			2			2
Total		100	%		100	%		100	%		100	%		100	%		100	%

Expected future benefit payments

	U.S. Plans		Non-U.S. Plans
	(in millions)
Fiscal 2017	$	73	$	72
Fiscal 2018		70		73
Fiscal 2019		71		76
Fiscal 2020		72		77
Fiscal 2021		74		80
Fiscal 2022-2026		373		458

Accumulated benefit obligation and fair value of plan assets for U.S. and non-U.S. pension plans with accumulated benefit obligations in excess of plan assets

	U.S. Plans				Non-U.S. Plans
	Fiscal Year End				Fiscal Year End
	2016		2015		2016		2015
	(in millions)
Accumulated benefit obligation	$	1,250	$	1,170	$	2,389	$	2,041
Pension plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligation		1,250		1,170		2,380		1,994
Fair value of plan assets		929		879		1,361		1,119
Pension plans with projected benefit obligations in excess of plan assets:
Projected benefit obligation		1,250		1,170		2,534		2,188
Fair value of plan assets		929		879		1,371		1,167

Defined benefit pension plans' asset categories and associated fair value

	Fiscal Year End 2016
	U.S. Plans								Non-U.S. Plans
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)
Equity:
U.S. equity securities(1)	$	248	$	—	$	—	$	248	$	64	$	—	$	—	$	64
Non-U.S. equity securities(1)		190		—		—		190		62		—		—		62
Commingled equity funds(2)		—		—		—		—		—		456		—		456
Fixed income:
Government bonds(3)		—		67		—		67		—		226		—		226
Corporate bonds(4)		—		397		—		397		—		13		—		13
Commingled bond funds(5)		—		—		—		—		—		262		—		262
Other(6)		—		11		—		11		—		177		91		268
Subtotal	$	438	$	475	$	—		913	$	126	$	1,134	$	91		1,351
Items to reconcile to fair value of plan assets(7)								16								20
Fair value of plan assets							$	929							$	1,371

	Fiscal Year End 2015
	U.S. Plans								Non-U.S. Plans
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)
Equity:
U.S. equity securities(1)	$	245	$	—	$	—	$	245	$	60	$	—	$	—	$	60
Non-U.S. equity securities(1)		149		—		—		149		54		—		—		54
Commingled equity funds(2)		—		—		—		—		—		421		—		421
Fixed income:
Government bonds(3)		—		64		—		64		—		202		—		202
Corporate bonds(4)		—		404		—		404		—		13		—		13
Commingled bond funds(5)		—		—		—		—		—		171		—		171
Other(6)		—		3		—		3		—		142		84		226
Subtotal	$	394	$	471	$	—		865	$	114	$	949	$	84		1,147
Items to reconcile to fair value of plan assets(7)								14								20
Fair value of plan assets							$	879							$	1,167

(1)	U.S. and non-U.S. equity securities are valued at the closing price reported on the stock exchange on which the individual securities are traded.
(2)	Commingled equity funds are pooled investments in multiple equity-type securities. Fair value is calculated as the closing price of the underlying investments, an observable market condition, divided by the number of shares of the fund outstanding.
(3)	Government bonds are marked to fair value based on quoted market prices or market approach valuation models using observable market data such as quotes, spreads, and data points for yield curves.
(4)	Corporate bonds are marked to fair value based on quoted market prices or market approach valuation models using observable market data such as quotes, spreads, and data points for yield curves.
(5)	Commingled bond funds are pooled investments in multiple debt-type securities. Fair value is calculated as the closing price of the underlying investments, an observable market condition, divided by the number of shares of the fund outstanding.
(6)	Other investments are composed of insurance contracts, derivatives, short-term investments, structured products such as collateralized obligations and mortgage- and asset-backed securities, real estate investments, and hedge funds. Insurance contracts are valued using cash surrender value, or face value of the contract if a cash surrender value is unavailable (level 2), as these values represent the amount that the plan would receive on termination of the underlying contract. Derivatives, short-term investments, and structured products are marked to fair value using models that are supported by observable market based data (level 2). Real estate investments include investments in commingled real estate funds and are valued at net asset value which is calculated using unobservable inputs that are supported by little or no market activity (level 3). Hedge funds are valued at their net asset value which is calculated using unobservable inputs that are supported by little or no market activity (level 3).
(7)	Items to reconcile to fair value of plan assets include amounts receivable for securities sold, amounts payable for securities purchased, and any cash balances, considered to be carried at book value, that are held in the plans.

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Income Taxes (Tables)

12 Months Ended

Sep. 30, 2016

Income Taxes

Significant components of the income tax expense (benefit)

	Fiscal
	2016			2015			2014
	(in millions)
Current income tax expense (benefit):
U.S.:
Federal	$	(1,115	)	$	(67	)	$	128
State		(163	)		12			(3	)
Non-U.S.		321			352			302
		(957	)		297			427
Deferred income tax expense (benefit):
U.S.:
Federal		173			87			(311	)
State		20			5			(3	)
Non-U.S.		(15	)		(52	)		33
		178			40			(281	)
Income tax expense (benefit)	$	(779	)	$	337		$	146

U.S. and non-U.S. components of income from continuing operations before income taxes

	Fiscal
	2016			2015			2014
	(in millions)
U.S.	$	(115	)	$	(31	)	$	(133	)
Non-U.S.		1,277			1,606			1,893
Income from continuing operations before income taxes	$	1,162		$	1,575		$	1,760

Reconciliation between U.S. federal income taxes at the statutory rate and income tax expense (benefit) on continuing operations

	Fiscal
	2016			2015			2014
	(in millions)
Notional U.S. federal income tax expense at the statutory rate	$	407		$	551		$	616
Adjustments to reconcile to the income tax expense (benefit):
U.S. state income tax expense (benefit), net		(93	)		11			(4	)
Other (income) expense—Tax Sharing Agreement(1)		221			18			(23	)
Tax law changes		(3	)		10			(1	)
Tax credits		(10	)		(9	)		(8	)
Non-U.S. net earnings(2)		(342	)		(275	)		(287	)
Nondeductible charges		2			2			3
Change in accrued income tax liabilities		(1,056	)		(183	)		112
Valuation allowance		97			(3	)		(239	)
Legal entity restructuring		39			211			—
Divestitures		(31	)		—			—
Other		(10	)		4			(23	)
Income tax expense (benefit)	$	(779	)	$	337		$	146

(1)	Other income (expense), net pursuant to the Tax Sharing Agreement with Tyco International and Covidien is not taxable or deductible.
(2)	Excludes nondeductible charges and other items which are separately presented.

Components of net deferred income tax asset

	Fiscal Year End
	2016			2015
	(in millions)
Deferred tax assets:
Accrued liabilities and reserves	$	286		$	262
Tax loss and credit carryforwards		4,656			4,856
Inventories		46			57
Pension and postretirement benefits		349			295
Deferred revenue		11			17
Interest		470			394
Unrecognized income tax benefits		10			378
Other		32			4
		5,860			6,263
Deferred tax liabilities:
Intangible assets		(761	)		(809	)
Property, plant, and equipment		(15	)		(1	)
Other		(84	)		(89	)
		(860	)		(899	)
Net deferred tax asset before valuation allowance		5,000			5,364
Valuation allowance		(3,096	)		(3,237	)
Net deferred tax asset	$	1,904		$	2,127

Tax loss and credit carryforwards

	Expiration Period
	Through 2021		Fiscal 2022 Through 2036		No Expiration		Total
	(in millions)
U.S. Federal:
Net operating loss carryforwards	$	—	$	1,404	$	—	$	1,404
Tax credit carryforwards		15		124		70		209
Capital loss carryforwards		36		—		—		36
U.S. State:
Net operating loss carryforwards.		53		55		—		108
Tax credit carryforwards		12		15		7		34
Non-U.S.:
Net operating loss carryforwards		12		5		2,813		2,830
Tax credit carryforwards		—		1		—		1
Capital loss carryforwards		7		—		27		34
Total tax loss and credit carryforwards	$	135	$	1,604	$	2,917	$	4,656

Activity of unrecognized income tax benefits

	Fiscal
	2016			2015			2014
	(in millions)
Balance at beginning of fiscal year	$	1,368		$	1,595		$	1,617
Additions related to prior periods tax positions		75			24			22
Reductions related to prior periods tax positions		(817	)		(291	)		(57	)
Additions related to current period tax positions		124			97			32
Acquisitions		4			—			7
Settlements		(205	)		(29	)		(14	)
Reductions due to lapse of applicable statute of limitations		(59	)		(28	)		(12	)
Balance at end of fiscal year	$	490		$	1,368		$	1,595

Tax years subject to examination in major tax jurisdictions

Jurisdiction	Open Years
China		2006 through 2016
Czech Republic		2013 through 2016
Germany		2013 through 2016
Hong Kong		2010 through 2016
Ireland		2011 through 2016
Italy		2010 through 2016
Japan		2010 through 2016
Korea		2011 through 2016
Luxembourg		2011 through 2016
Netherlands		2012 through 2016
Singapore		2011 through 2016
Spain		2012 through 2016
Switzerland		2011 through 2016
United Kingdom		2015 through 2016
U.S.—federal and state and local		1998 through 2016

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Earnings Per Share (Tables)

12 Months Ended

Sep. 30, 2016

Earnings Per Share

Schedule of weighted-average shares outstanding, basic and diluted

	Fiscal
	2016		2015		2014
	(in millions)
Basic		366		405		410
Dilutive impact of share-based compensation arrangements		3		6		7
Diluted		369		411		417

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Equity (Tables)

12 Months Ended

Sep. 30, 2016

Equity

Schedule of dividends and cash distributions to shareholders

Approval Date	Payment Type	Annual Payment Per Share	Payment Dates
March 2013	Dividend payment out of contributed surplus	CHF 0.96 (equivalent to $1.00), payable in four quarterly installments of $0.25	Third quarter of fiscal 2013 Fourth quarter of fiscal 2013 First quarter of fiscal 2014 Second quarter of fiscal 2014
March 2014	Dividend payment out of contributed surplus	CHF 1.04 (equivalent to $1.16), payable in four quarterly installments of $0.29	Third quarter of fiscal 2014 Fourth quarter of fiscal 2014 First quarter of fiscal 2015 Second quarter of fiscal 2015
March 2015	Dividend payment out of contributed surplus	$1.32 (equivalent to CHF 1.27), payable in four quarterly installments of $0.33	Third quarter of fiscal 2015 Fourth quarter of fiscal 2015 First quarter of fiscal 2016 Second quarter of fiscal 2016
March 2016	Dividend payment out of contributed surplus	$1.48 (equivalent to CHF 1.48), payable in four quarterly installments of $0.37	Third quarter of fiscal 2016 Fourth quarter of fiscal 2016 First quarter of fiscal 2017 Second quarter of fiscal 2017

Schedule of common shares repurchased

	Fiscal
	2016		2015		2014
	(in millions)
Number of common shares repurchased		43		18		11
Amount repurchased	$	2,610	$	1,163	$	604

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Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Sep. 30, 2016

Accumulated Other Comprehensive Income (Loss).

Components of accumulated other comprehensive income

	Currency Translation(1)			Unrecognized Pension and Postretirement Benefit Costs			Gains (Losses) on Cash Flow Hedges			Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance at fiscal year end 2013	$	931		$	(569	)	$	(59	)	$	303
Other comprehensive loss before reclassifications		(216	)		(211	)		(35	)		(462	)
Amounts reclassified from accumulated other comprehensive income (loss)		5			44			49			98
Income tax benefit		—			44			—			44
Net other comprehensive income (loss), net of tax		(211	)		(123	)		14			(320	)
Balance at fiscal year end 2014		720			(692	)		(45	)		(17	)
Other comprehensive loss before reclassifications		(536	)		(147	)		(44	)		(727	)
Amounts reclassified from accumulated other comprehensive income (loss)		224	(2)		75			45			344
Income tax benefit		—			26			1			27
Net other comprehensive income (loss), net of tax		(312	)		(46	)		2			(356	)
Balance at fiscal year end 2015		408			(738	)		(43	)		(373	)
Other comprehensive loss before reclassifications		(69	)		(190	)		(14	)		(273	)
Amounts reclassified from accumulated other comprehensive income (loss)		(23	)		70			32			79
Income tax (expense) benefit		—			32			(7	)		25
Net other comprehensive income (loss), net of tax		(92	)		(88	)		11			(169	)
Balance at fiscal year end 2016	$	316		$	(826	)	$	(32	)	$	(542	)

(1)	Includes hedges of net investment foreign exchange gains or losses which offset foreign exchange losses or gains attributable to the translation of the net investments.
(2)	Represents net currency translation reclassified as a result of the sale of BNS. This net loss is included in income from discontinued operations on the Consolidated Statement of Operations. See Note 4 for additional information regarding the divestiture of BNS.

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Share Plans (Tables)

12 Months Ended

Sep. 30, 2016

Share Plans

Share-based compensation expense

	Fiscal
	2016		2015		2014
	(in millions)
Share-based compensation expense	$	91	$	89	$	77

Summary of restricted share award activity

	Shares			Weighted-Average Grant-Date Fair Value
Nonvested at fiscal year end 2015		2,790,934		$	51.01
Granted		886,663			64.88
Vested		(1,116,283	)		45.46
Forfeited		(274,310	)		54.53
Nonvested at fiscal year end 2016		2,287,004		$	58.47

Summary of performance share award activity

	Shares			Weighted-Average Grant-Date Fair Value
Outstanding at fiscal year end 2015		700,828		$	47.32
Granted		425,861			55.15
Vested		(444,429	)		34.46
Forfeited		(55,635	)		56.98
Outstanding at fiscal year end 2016		626,625		$	60.56

Summary of share option award activity.

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in millions)
Outstanding at fiscal year end 2015		10,124,875		$	40.05
Granted		1,860,800			65.70
Exercised		(2,480,662	)		35.68
Expired		(61,592	)		44.20
Forfeited		(339,041	)		57.18
Outstanding at fiscal year end 2016		9,104,380		$	45.79		6.3	$	172
Vested and expected to vest at fiscal year end 2016		8,739,461		$	45.26		6.3	$	170
Exercisable at fiscal year end 2016		5,189,559		$	36.16		4.9	$	147

Weighted-average assumptions

	Fiscal
	2016			2015			2014
Weighted-average grant-date fair value	$	14.26		$	18.77		$	16.81
Assumptions:
Expected share price volatility		26	%		36	%		39	%
Risk free interest rate		2.0	%		2.0	%		1.8	%
Expected annual dividend per share	$	1.32		$	1.16		$	1.00
Expected life of options (in years)		5.7			6.0			6.0

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Segment and Geographic Data (Tables)

12 Months Ended

Sep. 30, 2016

Segment and Geographic Data

Net sales and operating income by business segment

	Net Sales						Operating Income
	Fiscal						Fiscal
	2016		2015		2014		2016			2015		2014
	(in millions)
Transportation Solutions	$	6,503	$	6,351	$	6,090	$	1,191		$	1,193	$	1,245
Industrial Solutions		3,215		3,179		3,302		343			352		431
Communications Solutions		2,520		2,703		2,581		368	(1)		204		129
Total	$	12,238	$	12,233	$	11,973	$	1,902		$	1,749	$	1,805

(1)           Includes pre-tax gain of $144 million on the sale of our CPD business during fiscal 2016.

Depreciation and amortization and capital expenditures by segment

	Depreciation and Amortization						Capital Expenditures
	Fiscal						Fiscal
	2016		2015		2014		2016		2015		2014
	(in millions)
Transportation Solutions	$	337	$	347	$	285	$	429	$	400	$	379
Industrial Solutions		131		123		102		107		104		143
Communications Solutions		117		146		164		92		96		113
Total	$	585	$	616	$	551	$	628	$	600	$	635

Segment assets and a reconciliation of segment assets to total assets

	Segment Assets
	Fiscal Year End
	2016		2015		2014
	(in millions)
Transportation Solutions	$	3,501	$	3,310	$	3,062
Industrial Solutions		1,720		1,720		1,735
Communications Solutions		1,473		1,625		1,689
Total segment assets(1)		6,694		6,655		6,486
Other current assets		1,133		4,150		5,311
Other non-current assets		9,781		9,784		8,335
Total assets	$	17,608	$	20,589	$	20,132

(1)           Segment assets are composed of accounts receivable, inventories, and property, plant, and equipment.

Net sales and net property, plant, and equipment by geographic region

	Net Sales(1)						Property, Plant, and Equipment, Net
	Fiscal						Fiscal Year End
	2016		2015		2014		2016		2015		2014
	(in millions)
Americas:
U.S.	$	3,901	$	3,817	$	3,119	$	922	$	887	$	837
Other Americas		298		321		396		93		87		97
Total Americas		4,199		4,138		3,515		1,015		974		934
Europe/Middle East/Africa:
Switzerland		2,979		2,992		3,483		62		55		54
Germany		127		117		126		334		313		330
Other Europe/Middle East/Africa		1,010		883		615		630		588		642
Total Europe/Middle East/Africa		4,116		3,992		4,224		1,026		956		1,026
Asia–Pacific:
China		2,165		2,367		2,331		491		529		492
Other Asia–Pacific		1,758		1,736		1,903		520		461		468
Total Asia–Pacific		3,923		4,103		4,234		1,011		990		960
Total	$	12,238	$	12,233	$	11,973	$	3,052	$	2,920	$	2,920

(1)           Net sales to external customers is attributed to individual countries based on the legal entity that records the sale.

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Quarterly Financial Data (unaudited) (Tables)

12 Months Ended

Sep. 30, 2016

Quarterly Financial Data (unaudited)

Schedule of Quarterly Financial Information

	Fiscal
	2016									2015
	First Quarter		Second Quarter(1)			Third Quarter(2)		Fourth Quarter(3)		First Quarter(4)		Second Quarter		Third Quarter			Fourth Quarter(5)
	(in millions, except per share data)
Net sales	$	2,833	$	2,952		$	3,121	$	3,332	$	3,049	$	3,082	$	3,118		$	2,984
Gross margin		945		962			1,022		1,104		1,020		1,051		1,048			968
Acquisition and integration costs		5		3			11		3		24		14		8			9
Restructuring and other charges (credits), net		40		(99	)		31		30		25		38		19			70
Income from continuing operations		324		389			791		437		435		316		351			136
Income (loss) from discontinued operations, net of income taxes		29		(9	)		48		—		37		283		(42	)		904
Net income	$	353	$	380		$	839	$	437	$	472	$	599	$	309		$	1,040
Basic earnings per share:
Income from continuing operations	$	0.84	$	1.07		$	2.22	$	1.23	$	1.07	$	0.78	$	0.86		$	0.34
Net income		0.92		1.04			2.35		1.23		1.16		1.47		0.76			2.60
Diluted earnings per share:
Income from continuing operations	$	0.83	$	1.06		$	2.19	$	1.22	$	1.05	$	0.77	$	0.85		$	0.34
Net income		0.91		1.03			2.32		1.22		1.14		1.45		0.75			2.57

(1)	Results for the second quarter of fiscal 2016 included a pre-tax gain of $146 million on the sale of our CPD business.
(2)	Results for the third quarter of fiscal 2016 included a $1,135 million income tax benefit associated with the effective settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007 and the related impact of $604 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien. In addition, results for the third quarter of fiscal 2016 included a $91 million income tax charge related to an increase to the valuation allowance for certain U.S. deferred tax assets, and an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions and the related impact of $46 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien.
(3)	Results for the fourth quarter of fiscal 2016 included an additional week. See Note 1 for additional information regarding our fiscal year end.
(4)	Results for the first quarter of fiscal 2015 included $27 million of charges from the amortization of acquisition-related fair value adjustments to acquired inventories and customer order backlog associated primarily with Measurement Specialties. Results for the first quarter of fiscal 2015 also included a $189 million income tax benefit associated with the effective settlement of all undisputed tax matters for the years 2001 through 2007 and the related impact of $83 million to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien.
(5)	Results for the fourth quarter of fiscal 2015 included a $216 million income tax charge associated with the tax impacts of certain intercompany legal entity restructurings made in connection with our integration of Measurement Specialties and a $63 million income tax benefit associated with the effective settlement of all undisputed tax matters for the years 2008 through 2010. In addition, in the fourth quarter of fiscal 2015, income (loss) from discontinued operations, net of income taxes included the gain on the sale of our BNS business.

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Tyco Electronics Group S.A. (Tables)

12 Months Ended

Sep. 30, 2016

Tyco Electronics Group S.A.

Condensed Consolidating Statement of Operations

Condensed Consolidating Statement of Operations
For the Fiscal Year Ended September 30, 2016

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	12,238		$	—		$	12,238
Cost of sales		—			—			8,205			—			8,205
Gross margin		—			—			4,033			—			4,033
Selling, general, and administrative expenses, net(1)		168			95			1,200			—			1,463
Research, development, and engineering expenses		—			—			644			—			644
Acquisition and integration costs		—			—			22			—			22
Restructuring and other charges (credits), net		2			(1	)		1			—			2
Operating income (loss)		(170	)		(94	)		2,166			—			1,902
Interest income		—			—			19			—			19
Interest expense		—			(126	)		(1	)		—			(127	)
Other expense, net		—			—			(632	)		—			(632	)
Equity in net income of subsidiaries		2,139			2,261			—			(4,400	)		—
Equity in net income of subsidiaries of discontinued operations		67			168			—			(235	)		—
Intercompany interest income (expense), net		(28	)		98			(70	)		—			—
Income from continuing operations before income taxes		2,008			2,307			1,482			(4,635	)		1,162
Income tax benefit		—			—			779			—			779
Income from continuing operations		2,008			2,307			2,261			(4,635	)		1,941
Income (loss) from discontinued operations, net of income taxes(2)		1			(101	)		168			—			68
Net income		2,009			2,206			2,429			(4,635	)		2,009
Other comprehensive loss		(169	)		(169	)		(143	)		312			(169	)
Comprehensive income	$	1,840		$	2,037		$	2,286		$	(4,323	)	$	1,840

(1)	TEGSA selling, general, and administrative expenses include losses of $80 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.
(2)	Includes the internal allocation of gains and losses associated with the divestiture of our BNS business.

Condensed Consolidating Statement of Operations
For the Fiscal Year Ended September 25, 2015

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	12,233		$	—		$	12,233
Cost of sales		—			—			8,146			—			8,146
Gross margin		—			—			4,087			—			4,087
Selling, general, and administrative expenses, net(1)		163			835			506			—			1,504
Research, development, and engineering expenses		—			—			627			—			627
Acquisition and integration costs		—			—			55			—			55
Restructuring and other charges, net		—			—			152			—			152
Operating income (loss)		(163	)		(835	)		2,747			—			1,749
Interest income		—			—			17			—			17
Interest expense		—			(135	)		(1	)		—			(136	)
Other expense, net		—			—			(55	)		—			(55	)
Equity in net income of subsidiaries		1,398			2,318			—			(3,716	)		—
Equity in net income of subsidiaries of discontinued operations		1,182			365			—			(1,547	)		—
Intercompany interest income (expense), net		3			50			(53	)		—			—
Income from continuing operations before income taxes		2,420			1,763			2,655			(5,263	)		1,575
Income tax expense		—			—			(337	)		—			(337	)
Income from continuing operations		2,420			1,763			2,318			(5,263	)		1,238
Income from discontinued operations, net of income taxes		—			817			365			—			1,182
Net income		2,420			2,580			2,683			(5,263	)		2,420
Other comprehensive loss		(356	)		(356	)		(368	)		724			(356	)
Comprehensive income	$	2,064		$	2,224		$	2,315		$	(4,539	)	$	2,064

(1)           TEGSA selling, general, and administrative expenses include losses of $846 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

Condensed Consolidating Statement of Operations
For the Fiscal Year Ended September 26, 2014

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Net sales	$	—		$	—		$	11,973		$	—		$	11,973
Cost of sales		—			—			8,001			—			8,001
Gross margin		—			—			3,972			—			3,972
Selling, general, and administrative expenses, net(1)		131			1,877			(474	)		—			1,534
Research, development, and engineering expenses		—			—			583			—			583
Acquisition and integration costs		—			—			31			—			31
Restructuring and other charges, net		—			—			19			—			19
Operating income (loss)		(131	)		(1,877	)		3,813			—			1,805
Interest income		—			—			19			—			19
Interest expense		—			(126	)		(1	)		—			(127	)
Other income (expense), net		18			(3	)		48			—			63
Equity in net income of subsidiaries		1,729			3,672			—			(5,401	)		—
Equity in net income of subsidiaries of discontinued operations		167			167			—			(334	)		—
Intercompany interest income (expense), net		(2	)		63			(61	)		—			—
Income from continuing operations before income taxes		1,781			1,896			3,818			(5,735	)		1,760
Income tax expense		—			—			(146	)		—			(146	)
Income from continuing operations		1,781			1,896			3,672			(5,735	)		1,614
Income from discontinued operations, net of income taxes		—			—			167			—			167
Net income		1,781			1,896			3,839			(5,735	)		1,781
Other comprehensive loss		(320	)		(320	)		(328	)		648			(320	)
Comprehensive income	$	1,461		$	1,576		$	3,511		$	(5,087	)	$	1,461

(1)           TEGSA selling, general, and administrative expenses include losses of $1,874 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet
As of September 30, 2016

	TE Connectivity Ltd.		TEGSA		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	647	$	—		$	647
Accounts receivable, net		—		—		2,046		—			2,046
Inventories		—		—		1,596		—			1,596
Intercompany receivables		37		1,314		48		(1,399	)		—
Prepaid expenses and other current assets		3		17		466		—			486
Total current assets		40		1,331		4,803		(1,399	)		4,775
Property, plant, and equipment, net		—		—		3,052		—			3,052
Goodwill		—		—		5,492		—			5,492
Intangible assets, net		—		—		1,879		—			1,879
Deferred income taxes		—		—		2,111		—			2,111
Investment in subsidiaries		10,053		19,425		—		(29,478	)		—
Intercompany loans receivable		22		3,739		10,313		(14,074	)		—
Receivable from Tyco International plc and Covidien plc		—		—		12		—			12
Other assets		—		14		273		—			287
Total Assets	$	10,115	$	24,509	$	27,935	$	(44,951	)	$	17,608
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt	$	—	$	330	$	1	$	—		$	331
Accounts payable		1		—		1,089		—			1,090
Accrued and other current liabilities		266		57		1,114		—			1,437
Deferred revenue		—		—		208		—			208
Intercompany payables		1,363		—		36		(1,399	)		—
Total current liabilities		1,630		387		2,448		(1,399	)		3,066
Long-term debt		—		3,737		2		—			3,739
Intercompany loans payable		—		10,314		3,760		(14,074	)		—
Long-term pension and postretirement liabilities		—		—		1,502		—			1,502
Deferred income taxes		—		—		207		—			207
Income taxes		—		—		247		—			247
Other liabilities		—		18		344		—			362
Total Liabilities		1,630		14,456		8,510		(15,473	)		9,123
Total Shareholders' Equity		8,485		10,053		19,425		(29,478	)		8,485
Total Liabilities and Shareholders' Equity	$	10,115	$	24,509	$	27,935	$	(44,951	)	$	17,608

Condensed Consolidating Balance Sheet
As of September 25, 2015

	TE Connectivity Ltd.		TEGSA		Other Subsidiaries		Consolidating Adjustments			Total
	(in millions)
Assets
Current assets:
Cash and cash equivalents	$	—	$	—	$	3,329	$	—		$	3,329
Accounts receivable, net		—		—		2,120		—			2,120
Inventories		—		—		1,615		—			1,615
Intercompany receivables		813		389		66		(1,268	)		—
Prepaid expenses and other current assets		4		4		468		—			476
Deferred income taxes		—		—		345		—			345
Total current assets		817		393		7,943		(1,268	)		7,885
Property, plant, and equipment, net		—		—		2,920		—			2,920
Goodwill		—		—		4,824		—			4,824
Intangible assets, net		—		—		1,555		—			1,555
Deferred income taxes		—		—		2,144		—			2,144
Investment in subsidiaries		9,505		19,645		—		(29,150	)		—
Intercompany loans receivable		22		2,328		8,110		(10,460	)		—
Receivable from Tyco International plc and Covidien plc		—		—		964		—			964
Other assets		—		27		270		—			297
Total Assets	$	10,344	$	22,393	$	28,730	$	(40,878	)	$	20,589
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt	$	—	$	498	$	—	$	—		$	498
Accounts payable		2		—		1,141		—			1,143
Accrued and other current liabilities		442		75		1,232		—			1,749
Deferred revenue		—		—		185		—			185
Intercompany payables		311		824		133		(1,268	)		—
Total current liabilities		755		1,397		2,691		(1,268	)		3,575
Long-term debt		—		3,385		1		—			3,386
Intercompany loans payable		4		8,106		2,350		(10,460	)		—
Long-term pension and postretirement liabilities		—		—		1,327		—			1,327
Deferred income taxes		—		—		329		—			329
Income taxes		—		—		1,954		—			1,954
Other liabilities		—		—		433		—			433
Total Liabilities		759		12,888		9,085		(11,728	)		11,004
Total Shareholders' Equity		9,585		9,505		19,645		(29,150	)		9,585
Total Liabilities and Shareholders' Equity	$	10,344	$	22,393	$	28,730	$	(40,878	)	$	20,589

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows
For the Fiscal Year Ended September 30, 2016

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities(1)	$	(37	)	$	211		$	2,181		$	(336	)	$	2,019
Net cash used in discontinued operating activities		—			—			(97	)		—			(97	)
Net cash provided by (used in) operating activities		(37	)		211			2,084			(336	)		1,922
Cash Flows From Investing Activities:
Capital expenditures		—			—			(628	)		—			(628	)
Proceeds from sale of property, plant, and equipment		—			—			8			—			8
Acquisition of businesses, net of cash acquired		—			—			(1,336	)		—			(1,336	)
Proceeds from divestiture of business, net of cash retained by sold business		—			199			134			—			333
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations(2)		—			(120	)		101			—			(19	)
Intercompany distribution receipts(1)		1,082			1,729			—			(2,811	)		—
Change in intercompany loans		—			(1,244	)		—			1,244			—
Other		—			—			61			—			61
Net cash provided by (used in) investing activities		1,082			564			(1,660	)		(1,567	)		(1,581	)
Cash Flows From Financing Activities:
Changes in parent company equity(3)		410			300			(710	)		—			—
Net increase in commercial paper		—			330			—			—			330
Proceeds from issuance of debt		—			349			3			—			352
Repayment of debt		—			(500	)		(1	)		—			(501	)
Proceeds from exercise of share options		—			—			90			—			90
Repurchase of common shares		(2,780	)		—			(7	)		—			(2,787	)
Payment of common share dividends to shareholders		(513	)		—			4			—			(509	)
Intercompany distributions(1)		—			(1,250	)		(1,897	)		3,147			—
Loan activity with parent		1,838			—			(594	)		(1,244	)		—
Transfers to discontinued operations		—			—			(97	)		—			(97	)
Other		—			(4	)		(1	)		—			(5	)
Net cash used in continuing financing activities		(1,045	)		(775	)		(3,210	)		1,903			(3,127	)
Net cash provided by discontinued financing activities		—			—			97			—			97
Net cash used in financing activities		(1,045	)		(775	)		(3,113	)		1,903			(3,030	)
Effect of currency translation on cash		—			—			7			—			7
Net decrease in cash and cash equivalents		—			—			(2,682	)		—			(2,682	)
Cash and cash equivalents at beginning of fiscal year		—			—			3,329			—			3,329
Cash and cash equivalents at end of fiscal year	$	—		$	—		$	647		$	—			647

(1)	During fiscal 2016, other subsidiaries made distributions to TEGSA in the amount of $1,897 million and TEGSA made distributions to TE Connectivity Ltd. in the amount of $1,250 million. Cash flows are presented based upon the nature of the distributions.
(2)	Includes the internal allocation of proceeds between TEGSA and other subsidiaries associated with the divestiture of our BNS business.
(3)	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
For the Fiscal Year Ended September 25, 2015

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by continuing operating activities(1)	$	1,186		$	1,270		$	1,824		$	(2,661	)	$	1,619
Net cash provided by discontinued operating activities		—			—			294			—			294
Net cash provided by operating activities		1,186			1,270			2,118			(2,661	)		1,913
Cash Flows From Investing Activities:
Capital expenditures		—			—			(600	)		—			(600	)
Proceeds from sale of property, plant, and equipment		—			—			17			—			17
Acquisition of businesses, net of cash acquired		—			—			(1,725	)		—			(1,725	)
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations		—			709			2,248			—			2,957
Change in intercompany loans		—			(1,304	)		—			1,304			—
Other		—			—			12			—			12
Net cash provided by (used in) continuing investing activities		—			(595	)		(48	)		1,304			661
Net cash used in discontinued investing activities		—			—			(25	)		—			(25	)
Net cash provided by (used in) investing activities		—			(595	)		(73	)		1,304			636
Cash Flows From Financing Activities:
Changes in parent company equity(2)		80			624			(704	)		—			—
Net decrease in commercial paper		—			(328	)		—			—			(328	)
Proceeds from issuance of debt		—			617			—			—			617
Repayment of debt		—			(250	)		(223	)		—			(473	)
Proceeds from exercise of share options		—			—			103			—			103
Repurchase of common shares		(916	)		—			(107	)		—			(1,023	)
Payment of common share dividends to shareholders		(515	)		—			13			—			(502	)
Intercompany distributions(1)		—			(1,335	)		(1,326	)		2,661			—
Loan activity with parent		165			—			1,139			(1,304	)		—
Transfers from discontinued operations		—			—			269			—			269
Other		—			(4	)		4			—			—
Net cash used in continuing financing activities		(1,186	)		(676	)		(832	)		1,357			(1,337	)
Net cash used in discontinued financing activities		—			—			(269	)		—			(269	)
Net cash used in financing activities		(1,186	)		(676	)		(1,101	)		1,357			(1,606	)
Effect of currency translation on cash		—			—			(71	)		—			(71	)
Net increase (decrease) in cash and cash equivalents		—			(1	)		873			—			872
Cash and cash equivalents at beginning of fiscal year		—			1			2,456			—			2,457
Cash and cash equivalents at end of fiscal year	$	—		$	—		$	3,329		$	—		$	3,329

(1)	During fiscal 2015, other subsidiaries made distributions to TEGSA in the amount of $1,326 million and TEGSA made distributions to TE Connectivity Ltd. in the amount of $1,335 million. Cash flows are presented based upon the nature of the distributions.
(2)	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
For the Fiscal Year Ended September 26, 2014

	TE Connectivity Ltd.			TEGSA			Other Subsidiaries			Consolidating Adjustments			Total
	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities(1)	$	(296	)	$	1,829		$	2,153		$	(1,882	)	$	1,804
Net cash provided by discontinued operating activities		—			—			279			—			279
Net cash provided by (used in) operating activities		(296	)		1,829			2,432			(1,882	)		2,083
Cash Flows From Investing Activities:
Capital expenditures		—			—			(635	)		—			(635	)
Proceeds from sale of property, plant, and equipment		—			—			129			—			129
Acquisition of businesses, net of cash acquired		—			—			(522	)		—			(522	)
Proceeds from divestiture of business, net of cash retained by sold business		—			—			3			—			3
Intercompany distribution receipts(1)		—			99			—			(99	)		—
Change in intercompany loans		—			347			—			(347	)		—
Other		—			—			(13	)		—			(13	)
Net cash provided by (used in) continuing investing activities		—			446			(1,038	)		(446	)		(1,038	)
Net cash used in discontinued investing activities		—			—			(37	)		—			(37	)
Net cash provided by (used in) investing activities		—			446			(1,075	)		(446	)		(1,075	)
Cash Flows From Financing Activities:
Changes in parent company equity(2)		67			(3,259	)		3,192			—			—
Net decrease in commercial paper		—			(23	)		—			—			(23	)
Proceeds from issuance of debt		—			1,322			—			—			1,322
Repayment of debt		—			(303	)		(57	)		—			(360	)
Proceeds from exercise of share options		—			—			156			—			156
Repurchase of common shares		(127	)		—			(451	)		—			(578	)
Payment of common share dividends to shareholders		(452	)		—			9			—			(443	)
Intercompany distributions(1)		—			—			(1,981	)		1,981			—
Loan activity with parent		808			—			(1,155	)		347			—
Transfers from discontinued operations		—			—			242			—			242
Other		—			(11	)		2			—			(9	)
Net cash provided by (used in) continuing financing activities		296			(2,274	)		(43	)		2,328			307
Net cash used in discontinued financing activities		—			—			(242	)		—			(242	)
Net cash provided by (used in) financing activities		296			(2,274	)		(285	)		2,328			65
Effect of currency translation on cash		—			—			(19	)		—			(19	)
Net increase in cash and cash equivalents		—			1			1,053			—			1,054
Cash and cash equivalents at beginning of fiscal year		—			—			1,403			—			1,403
Cash and cash equivalents at end of fiscal year	$	—		$	1		$	2,456		$	—		$	2,457

(1)	During fiscal 2014, other subsidiaries made distributions to TEGSA in the amount of $1,981 million. Cash flows are presented based upon the nature of the distributions.
(2)	Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

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Basis of Presentation (Details)	12 Months Ended
	Sep. 30, 2016 segment
Basis of Presentation
Number of reportable segments	3

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Summary of Significant Accounting Policies (Details) $ in Millions	12 Months Ended
	Sep. 30, 2016 USD ($) segment item	Sep. 25, 2015 USD ($)	Sep. 26, 2014 USD ($)
Summary of Significant Accounting Policies
Percentage of voting shares that triggers consolidation, minimum	50.00%
Research and development expenditures | $	$ 566	$ 540	$ 484
Goodwill and Other Intangible Assets
Number of reporting units	6
Number of reporting units containing goodwill	5
Number of Segments | segment	3
Transportation Solutions
Goodwill and Other Intangible Assets
Number of reporting units	2
Industrial Solutions
Goodwill and Other Intangible Assets
Number of reporting units	2
Communications Solutions
Goodwill and Other Intangible Assets
Number of reporting units	2
Minimum
Goodwill and Other Intangible Assets
Useful life of intangible assets with a determinable life	1 year
Maximum
Goodwill and Other Intangible Assets
Useful life of intangible assets with a determinable life	50 years
Land and improvements | Minimum
Property, Plant, and Equipment, Net and Long-Lived Assets
Estimated useful life	10 years
Land and improvements | Maximum
Property, Plant, and Equipment, Net and Long-Lived Assets
Estimated useful life	20 years
Buildings and improvements | Minimum
Property, Plant, and Equipment, Net and Long-Lived Assets
Estimated useful life	5 years
Buildings and improvements | Maximum
Property, Plant, and Equipment, Net and Long-Lived Assets
Estimated useful life	40 years
Machinery and equipment | Minimum
Property, Plant, and Equipment, Net and Long-Lived Assets
Estimated useful life	1 year
Machinery and equipment | Maximum
Property, Plant, and Equipment, Net and Long-Lived Assets
Estimated useful life	15 years

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Summary of Significant Accounting Policies - Accounting Pronouncements (Details) - USD ($) $ in Millions	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
New Accounting Pronouncement, Early Adoption
Noncurrent deferred tax assets		$ 2,111	$ 2,144
Accumulated earnings		$ 8,682	$ 6,673
Impact of New Accounting Pronouncement, Early Adoption
New Accounting Pronouncement, Early Adoption
Noncurrent deferred tax assets	$ 170
Accumulated earnings	$ 170

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Restructuring and Other Charges (Credits), Net - Segment (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Sep. 30, 2016	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Restructuring and other charges (credits), net:
Restructuring charges, net									$ 125	$ 93	$ 23
Gain on divestiture									(144)
Other charges (credits), net									21	59	(4)
Restructuring and other charges (credits), net	$ 30	$ 31	$ (99)	$ 40	$ 70	$ 19	$ 38	$ 25	2	152	19
Transportation Solutions
Restructuring and other charges (credits), net:
Restructuring charges, net									39	6	7
Industrial Solutions
Restructuring and other charges (credits), net:
Restructuring charges, net									28	29	7
Communications Solutions
Restructuring and other charges (credits), net:
Restructuring charges, net									$ 58	$ 58	$ 9

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Restructuring and Other Charges (Credits), Net - Reserve (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Restructuring reserve
Restructuring reserve at the beginning of the period	$ 84	$ 114	$ 237
Charges	135	97	42
Changes in Estimate	(10)	(4)	(19)
Cash Payments	(79)	(92)	(160)
Non-Cash Items	(41)	(21)	(16)
Currency Translation and Other	2	(10)	30
Restructuring reserve at the end of the period	91	84	114
Discontinued Operations.
Restructuring reserve
Currency Translation and Other			36
Fiscal 2016 Actions
Restructuring reserve
Charges	130
Cash Payments	(35)
Non-Cash Items	(41)
Restructuring reserve at the end of the period	54
Fiscal 2015 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	46
Charges	3	92
Changes in Estimate	(4)
Cash Payments	(32)	(25)
Non-Cash Items		(21)
Restructuring reserve at the end of the period	13	46
Fiscal 2014 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	4	17
Charges			19
Cash Payments		(8)	(13)
Non-Cash Items			(9)
Currency Translation and Other		(5)	20
Restructuring reserve at the end of the period		4	17
Pre-Fiscal 2014 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	34	97	237
Charges	2	5	23
Changes in Estimate	(6)	(4)	(19)
Cash Payments	(10)	(59)	(147)
Non-Cash Items			(7)
Currency Translation and Other	2	(5)	10
Restructuring reserve at the end of the period	22	34	97
Employee severance | Fiscal 2016 Actions
Restructuring reserve
Charges	86
Cash Payments	(32)
Restructuring reserve at the end of the period	54
Employee severance | Fiscal 2015 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	45
Charges	3	68
Changes in Estimate	(4)
Cash Payments	(31)	(23)
Restructuring reserve at the end of the period	13	45
Employee severance | Fiscal 2014 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	4	16
Charges			10
Cash Payments	(2)	(7)	(13)
Currency Translation and Other		(5)	19
Restructuring reserve at the end of the period	2	4	16
Employee severance | Pre-Fiscal 2014 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	20	75	210
Charges		2	10
Changes in Estimate	(6)	(4)	(20)
Cash Payments	(6)	(47)	(134)
Currency Translation and Other	2	(6)	9
Restructuring reserve at the end of the period	10	20	75
Facility and other exit costs | Fiscal 2016 Actions
Restructuring reserve
Charges	3
Cash Payments	(3)
Facility and other exit costs | Fiscal 2015 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	1
Charges		3
Cash Payments	(1)	(2)
Restructuring reserve at the end of the period		1
Facility and other exit costs | Fiscal 2014 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period		1
Cash Payments		(1)
Currency Translation and Other			1
Restructuring reserve at the end of the period			1
Facility and other exit costs | Pre-Fiscal 2014 Actions
Restructuring reserve
Restructuring reserve at the beginning of the period	14	22	27
Charges	2	3	6
Changes in Estimate			1
Cash Payments	(4)	(12)	(13)
Currency Translation and Other		1	1
Restructuring reserve at the end of the period	12	14	22
Property, plant, and equipment | Fiscal 2016 Actions
Restructuring reserve
Charges	41
Non-Cash Items	$ (41)
Property, plant, and equipment | Fiscal 2015 Actions
Restructuring reserve
Charges		21
Non-Cash Items		$ (21)
Property, plant, and equipment | Fiscal 2014 Actions
Restructuring reserve
Charges			9
Non-Cash Items			(9)
Property, plant, and equipment | Pre-Fiscal 2014 Actions
Restructuring reserve
Charges			7
Non-Cash Items			$ (7)

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Restructuring and Other Charges (Credits), Net - Actions (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 25, 2016	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014	Sep. 27, 2013
Restructuring Charges
Charges Incurred		$ 125	$ 93	$ 23
Accrued and other current liabilities		64	60
Other liabilities		27	24
Restructuring reserves		91	84	114	$ 237
Other charges, net		21	59	(4)
Gain on Divestiture
Net proceeds from divestiture of business		333		3
Gain on divestiture		144
Circuit Protection Devices
Gain on Divestiture
Consideration received on sale of business		333
Gain on divestiture	$ 146	144
Broadband Network Solutions
Restructuring Charges
Other charges, net			61
Legal and Professional fees | Broadband Network Solutions
Restructuring Charges
Other charges, net			36
Facility and other exit costs | Broadband Network Solutions
Restructuring Charges
Other charges, net			18
Fiscal 2016 Actions
Restructuring Charges
Total Expected Charges		171
Charges Incurred		130
Remaining Expected Charges		41
Restructuring reserves		54
Fiscal 2016 Actions | Employee severance
Restructuring Charges
Restructuring reserves		54
Fiscal 2015 Actions
Restructuring Charges
Charges Incurred		(1)	92
Restructuring reserves		13	46
Fiscal 2015 Actions | Employee severance
Restructuring Charges
Restructuring reserves		13	45
Fiscal 2015 Actions | Facility and other exit costs
Restructuring Charges
Restructuring reserves			1
Fiscal 2014 Actions
Restructuring Charges
Charges Incurred				19
Restructuring reserves			4	17
Fiscal 2014 Actions | Employee severance
Restructuring Charges
Restructuring reserves		2	4	16
Fiscal 2014 Actions | Facility and other exit costs
Restructuring Charges
Restructuring reserves				1
Pre-Fiscal 2014 Actions
Restructuring Charges
Charges Incurred		(4)	1	4
Restructuring reserves		22	34	97	237
Pre-Fiscal 2014 Actions | Employee severance
Restructuring Charges
Restructuring reserves		10	20	75	210
Pre-Fiscal 2014 Actions | Facility and other exit costs
Restructuring Charges
Restructuring reserves		12	14	22	$ 27
Transportation Solutions
Restructuring Charges
Charges Incurred		39	6	7
Transportation Solutions | Fiscal 2016 Actions
Restructuring Charges
Total Expected Charges		45
Charges Incurred		38
Remaining Expected Charges		7
Industrial Solutions
Restructuring Charges
Charges Incurred		28	29	7
Industrial Solutions | Fiscal 2016 Actions
Restructuring Charges
Total Expected Charges		30
Charges Incurred		28
Remaining Expected Charges		2
Communications Solutions
Restructuring Charges
Charges Incurred		58	$ 58	$ 9
Communications Solutions | Fiscal 2016 Actions
Restructuring Charges
Total Expected Charges		96
Charges Incurred		64
Remaining Expected Charges		$ 32

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Discontinued Operations (Details) - USD ($) $ in Millions	1 Months Ended		3 Months Ended							12 Months Ended
	Jul. 31, 2016	Oct. 31, 2015	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Divestiture of business
Net sales from discontinued operations											$ 1,595	$ 1,939
Pre-tax income from discontinued operations										$ 30	118	224
Pre-tax gain on sale of discontinued operations										29	1,105
Income tax (expense) benefit										9	(41)	(57)
Income from discontinued operations, net of income taxes			$ 48	$ (9)	$ 29	$ 904	$ (42)	$ 283	$ 37	68	1,182	$ 167
Net proceeds from divestiture of discontinued operations										(19)	2,957
Com-Net
Divestiture of business
Loss Contingency, purchase price plus interest and costs		$ 127
Loss contingency, amount paid to sellers	$ 96
Loss Contingency Accrual, Provision										$ (30)	$ 127

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Acquisitions - Assets Acquired (Details) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended								12 Months Ended
	Oct. 31, 2014 USD ($) $ / shares	Sep. 30, 2016 USD ($)	Jun. 24, 2016 USD ($)	Mar. 25, 2016 USD ($)	Dec. 25, 2015 USD ($)	Sep. 25, 2015 USD ($)	Jun. 26, 2015 USD ($)	Mar. 27, 2015 USD ($)	Dec. 26, 2014 USD ($)	Sep. 30, 2016 USD ($) item $ / shares	Sep. 25, 2015 USD ($) item $ / shares	Sep. 26, 2014 USD ($) item $ / shares
Acquisitions
Number of Businesses Acquired | item										4
Allocation of the purchase price
Goodwill		$ 5,492				$ 4,824				$ 5,492	$ 4,824	$ 3,726
Short-term debt		331				498				331	498
Net cash paid										1,336	1,725	522
Net sales		3,332	$ 3,121	$ 2,952	$ 2,833	2,984	$ 3,118	$ 3,082	$ 3,049	12,238	12,233	11,973
Operating income (loss)										$ 1,902	$ 1,749	$ 1,805
Amortization of fair value adjustments to inventories and customer order backlog									$ 27
2016 Acquisitions
Acquisitions
Number of Businesses Acquired | item										4
Allocation of the purchase price
Cash and cash equivalents		75								$ 75
Other current assets		88								88
Goodwill		836								836
Intangible assets		530								530
Other non-current assets		39								39
Total assets acquired		1,568								1,568
Current liabilities		35								35
Deferred income taxes		107								107
Other non-current liabilities		15								15
Total liabilities assumed		157								157
Net assets acquired		1,411								1,411
Cash and cash equivalents acquired		(75)								(75)
Net cash paid										1,336
Goodwill deductible from prior acquisitions		$ 15								15
Net sales										167
Operating income (loss)										8
Acquisition costs										10
Amortization of fair value adjustments to inventories and customer order backlog										7
Integration costs										2
Other 2015 Acquisitions
Acquisitions
Number of Businesses Acquired | item											3
Allocation of the purchase price
Net cash paid											$ 241
Measurement Specialties
Acquisitions
Percentage of voting interest acquired	100.00%
Per share value of the purchase (in dollars per share) | $ / shares	$ 86.00
Total transaction value	$ 1,700
Repayment of debt and accrued interest	$ 225
Allocation of the purchase price
Cash and cash equivalents						37					37
Accounts receivable						84					84
Inventories						110					110
Other current assets						20					20
Property, plant, and equipment						95					95
Goodwill						1,064					1,064
Intangible assets						547					547
Other non-current assets						9					9
Total assets acquired						1,966					1,966
Short-term debt						20					20
Accounts payable						48					48
Other current liabilities						67					67
Long-term Debt						203					203
Deferred income taxes						98					98
Other non-current liabilities						9					9
Total liabilities assumed						445					445
Net assets acquired						1,521					1,521
Cash and cash equivalents acquired						(37)					(37)
Net cash paid											1,484
Goodwill deductible from prior acquisitions						$ 23					23
Net sales											548
2014 Acquisitions
Acquisitions
Number of Businesses Acquired | item												5
Allocation of the purchase price
Net cash paid												$ 522
Measurement Specialties and 2016 Acquisitions
Pro forma financial information
Net sales										12,471	12,613	12,429
Net income										$ 2,038	$ 2,448	$ 1,744
Diluted earnings per share | $ / shares										$ 5.52	$ 5.96	$ 4.18

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Acquisitions - Intangibles (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015
2016 Acquisitions
Acquired intangible assets
Acquired intangible assets, fair value amount	$ 530
Acquired intangible assets, Weighted-Average Amortization Period	16 years
Measurement Specialties
Acquired intangible assets
Acquired intangible assets, fair value amount		$ 547
Acquired intangible assets, Weighted-Average Amortization Period		15 years
Customer relationships | 2016 Acquisitions
Acquired intangible assets
Acquired intangible assets, fair value amount	$ 300
Acquired intangible assets, Weighted-Average Amortization Period	18 years
Customer relationships | Measurement Specialties
Acquired intangible assets
Acquired intangible assets, fair value amount		$ 370
Acquired intangible assets, Weighted-Average Amortization Period		18 years
Developed technology | 2016 Acquisitions
Acquired intangible assets
Acquired intangible assets, fair value amount	$ 170
Acquired intangible assets, Weighted-Average Amortization Period	11 years
Developed technology | Measurement Specialties
Acquired intangible assets
Acquired intangible assets, fair value amount		$ 161
Acquired intangible assets, Weighted-Average Amortization Period		9 years
Trade names and trademarks | 2016 Acquisitions
Acquired intangible assets
Acquired intangible assets, fair value amount	$ 45
Acquired intangible assets, Weighted-Average Amortization Period	25 years
Trade names and trademarks | Measurement Specialties
Acquired intangible assets
Acquired intangible assets, fair value amount		$ 4
Acquired intangible assets, Weighted-Average Amortization Period		1 year
Customer order backlog | 2016 Acquisitions
Acquired intangible assets
Acquired intangible assets, fair value amount	$ 15
Acquired intangible assets, Weighted-Average Amortization Period	3 years
Customer order backlog | Measurement Specialties
Acquired intangible assets
Acquired intangible assets, fair value amount		$ 12
Customer order backlog | Measurement Specialties | Maximum
Acquired intangible assets
Acquired intangible assets, Weighted-Average Amortization Period		1 year

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Inventories (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015
Inventories
Raw materials	$ 241	$ 261
Work in progress	504	535
Finished goods	669	773
Inventoried costs on long-term contracts	182	46
Inventories	$ 1,596	$ 1,615

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Property, Plant, and Equipment, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Net property, plant, and equipment
Gross property, plant, and equipment	$ 8,888	$ 8,637
Accumulated depreciation	(5,836)	(5,717)
Property, plant, and equipment, net	3,052	2,920	$ 2,920
Depreciation expense	436	463	$ 467
Land and improvements
Net property, plant, and equipment
Gross property, plant, and equipment	159	163
Buildings and improvements
Net property, plant, and equipment
Gross property, plant, and equipment	1,272	1,261
Machinery and equipment
Net property, plant, and equipment
Gross property, plant, and equipment	6,890	6,692
Construction in process
Net property, plant, and equipment
Gross property, plant, and equipment	$ 567	$ 521

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Goodwill (Details) $ in Millions	12 Months Ended
	Sep. 30, 2016 USD ($) item	Sep. 25, 2015 USD ($)	Sep. 26, 2014 USD ($)
Goodwill:
Goodwill, beginning balance	$ 4,824	$ 3,726
Acquisitions	836	1,211
Divestiture of business	(117)
Currency translation	(51)	(113)
Goodwill, ending balance	5,492	4,824	$ 3,726
Goodwill impairment	$ 0
Number of additional companies acquired | item	4
Transportation Solutions
Goodwill:
Goodwill, beginning balance	$ 1,863	834
Acquisitions	60	1,066
Currency translation	(20)	(37)
Goodwill, ending balance	1,903	1,863	834
Accumulated impairment losses	2,191	2,191	2,191
Industrial Solutions
Goodwill:
Goodwill, beginning balance	2,253	2,165
Acquisitions	776	145
Currency translation	(24)	(57)
Goodwill, ending balance	3,005	2,253	2,165
Accumulated impairment losses	669	669	669
Communications Solutions
Goodwill:
Goodwill, beginning balance	708	727
Divestiture of business	(117)
Currency translation	(7)	(19)
Goodwill, ending balance	584	708	727
Accumulated impairment losses	1,514	1,626	$ 1,626
Measurement Specialties
Goodwill:
Goodwill, beginning balance	1,064
Goodwill, ending balance		1,064
Measurement Specialties | Transportation Solutions
Goodwill:
Acquisitions		$ 1,064
Circuit Protection Devices | Communications Solutions
Goodwill:
Divestiture of business	$ (117)

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Intangible Assets, Net (Details) $ in Millions	12 Months Ended
	Sep. 30, 2016 USD ($) item	Sep. 25, 2015 USD ($)	Sep. 26, 2014 USD ($)
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 2,668	$ 2,240
Accumulated Amortization	(789)	(685)
Net Carrying Amount	1,879	1,555
Finite-lived intangible assets acquired	$ 530
Number of Businesses Acquired | item	4
Finite-lived intangible assets, amortization expense	$ 149	153	$ 84
Aggregate amortization expense on intangible assets
Fiscal 2017	170
Fiscal 2018	170
Fiscal 2019	167
Fiscal 2020	160
Fiscal 2021	157
Thereafter	1,055
Customer relationships
Finite-Lived Intangible Assets
Gross Carrying Amount	1,332	1,053
Accumulated Amortization	(212)	(148)
Net Carrying Amount	1,120	905
Intellectual property
Finite-Lived Intangible Assets
Gross Carrying Amount	1,300	1,150
Accumulated Amortization	(563)	(524)
Net Carrying Amount	737	626
Other.
Finite-Lived Intangible Assets
Gross Carrying Amount	36	37
Accumulated Amortization	(14)	(13)
Net Carrying Amount	$ 22	$ 24

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Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015
Accrued and Other Current Liabilities
Accrued payroll and employee benefits	$ 431	$ 424
Dividends payable to shareholders	263	260
Income taxes payable	149	198
Share repurchase program payable		177
Restructuring reserves	64	60
Interest payable	56	53
Deferred income taxes		33
Other	474	544
Accrued and other current liabilities	$ 1,437	$ 1,749

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Debt - Debt Instruments (Details) $ in Millions	12 Months Ended
	Sep. 30, 2016 USD ($) item	Sep. 25, 2015 USD ($)	Jan. 31, 2016 USD ($)
Debt
Other	$ 3
Total principal debt	4,061	$ 3,874
Unamortized discounts and debt issuance costs	(26)	(27)
Effects of fair value hedge-designated interest rate swaps	35	37
Total debt	$ 4,070	3,884
Ownership percentage in TEGSA	100.00%
Fair value of debt	$ 4,424	4,115
Commercial paper
Debt
Total principal debt	$ 330
Weighted-average interest rate	0.69%
Floating rate senior notes due 2016
Debt
Total principal debt		$ 500
Floating rate senior notes due 2016 | LIBOR
Debt
Debt instrument description of variable rate basis		three-month London interbank offered rate
Debt instrument basis spread on variable rate (as a percent)		0.20%
6.55% senior notes due 2017
Debt
Total principal debt	$ 708	$ 708
Debt instrument, interest rate (as a percent)	6.55%	6.55%
2.375% senior notes due 2018
Debt
Total principal debt	$ 325	$ 325
Debt instrument, interest rate (as a percent)	2.375%	2.375%
2.35% senior notes due 2019
Debt
Total principal debt	$ 250	$ 250
Debt instrument, interest rate (as a percent)	2.35%	2.35%
4.875% senior notes due 2021
Debt
Total principal debt	$ 250	$ 250
Debt instrument, interest rate (as a percent)	4.875%	4.875%
3.50% senior notes due 2022
Debt
Total principal debt	$ 500	$ 500
Debt instrument, interest rate (as a percent)	3.50%	3.50%
1.100% euro-denominated senior notes due 2023
Debt
Total principal debt	$ 618	$ 614
Debt instrument, interest rate (as a percent)	1.10%	1.10%
3.45% senior notes due 2024
Debt
Total principal debt	$ 250	$ 250
Debt instrument, interest rate (as a percent)	3.45%	3.45%
3.700% senior notes due 2026
Debt
Total principal debt	$ 350
Debt instrument, interest rate (as a percent)	3.70%		3.70%
Debt Instrument, Face Amount			$ 350
7.125% senior notes due 2037
Debt
Total principal debt	$ 477	$ 477
Debt instrument, interest rate (as a percent)	7.125%	7.125%
Five-year credit facility
Debt
Revolving credit line, term	5 years
Maximum borrowing capacity	$ 1,500
Borrowings under the Credit Facility	$ 0	$ 0
Number of Consecutive Fiscal Quarters | item	4
Consolidated Total Debt to Consolidated EBITDA ratio, Maximum	3.75 to 1.0
Five-year credit facility | LIBOR
Debt
Debt instrument description of variable rate basis	LIBOR plus margin based on debt rating
Five-year credit facility | Bank of America Base Rate
Debt
Debt instrument description of variable rate basis	Bank of America base rate plus margin based on debt rating
Five-year credit facility | Federal funds effective rate
Debt
Debt instrument description of variable rate basis	federal funds effective rate plus margin based on debt rating
Debt instrument basis spread on variable rate (as a percent)	0.50%
Five-year credit facility | One-Month LIBOR
Debt
Debt instrument description of variable rate basis	one-month LIBOR plus margin based on debt rating
Debt instrument basis spread on variable rate (as a percent)	1.00%
Minimum | Five-year credit facility
Debt
Annual facility fee, basis points (as a percent)	0.05%
Maximum | Five-year credit facility
Debt
Annual facility fee, basis points (as a percent)	0.125%

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Debt - Principal Payments Schedule (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015
Aggregate amounts of principal payments maturing during the next five years and thereafter
Fiscal 2017	$ 331
Fiscal 2018	708
Fiscal 2019	576
Fiscal 2020	1
Fiscal 2021	250
Thereafter	2,195
Total principal payments	$ 4,061	$ 3,874

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Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended				12 Months Ended
	Jun. 24, 2016	Mar. 25, 2016	Sep. 25, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014	Oct. 31, 2012
Loss Contingencies
Liabilities sharing percent, entity					31.00%
Liabilities sharing percent, Tyco International					27.00%
Liabilities sharing percent, Covidien					42.00%
Other nonoperating expense, settlement of certain U.S. tax matters	$ 604			$ 83	$ 604	$ 84
Income tax benefit associated with settlement of certain U.S. tax matters	$ 1,135		$ 63	$ 189	1,135	264
Lease payment obligations
Facility, land, vehicle, and equipment lease rental expense					143	141	$ 130
Fiscal 2017					106
Fiscal 2018					86
Fiscal 2019					66
Fiscal 2020					47
Fiscal 2021					41
Thereafter					98
Non-cancelable lease obligations, total					444
Audits of tax matters for the years 1997 through 2000
Loss Contingencies
Disallowance related to interest deductions on Tyco International's U.S. income tax returns for intercompany loans originating during the period 1997 through 2000								$ 2,700
Additional disallowance related to interest deductions on Tyco International's U.S. income tax returns for intercompany loans subsequent to fiscal 2000								$ 6,600
Pre-payment to IRS for pre-separation tax matters		$ 443
Indemnification reimbursements related to pre-separation tax matters		305
Indemnification payments related to pre-separation tax matters		2
Net cash payments made (received) related to pre-separation tax matters		$ 140
Other nonoperating expense, settlement of certain U.S. tax matters					604
Income tax benefit associated with settlement of certain U.S. tax matters					1,135
Audits of tax matters for the years 2001 through 2007
Loss Contingencies
Other nonoperating expense, settlement of certain U.S. tax matters						84
Income tax benefit associated with settlement of certain U.S. tax matters						201
Audits of tax matters for the years 2008 through 2010
Loss Contingencies
Income tax benefit associated with settlement of certain U.S. tax matters						$ 63
Environmental matters
Loss Contingencies
Loss contingency, estimate of probable loss					20
Environmental matters | Minimum
Loss Contingencies
Loss contingency, estimate of probable loss					17
Environmental matters | Maximum
Loss Contingencies
Loss contingency, estimate of probable loss					$ 42

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Commitments and Contingencies - Guarantees (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015
Guarantee Obligations:
Accrued warranty claims	$ 48	$ 35
Outstanding Letters of Credit, Letters of Guarantee, and Surety Bonds
Guarantee Obligations:
Guarantor obligations, maximum exposure	$ 324

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Financial Instruments and Fair Value Measurements (Details) € in Millions, $ in Millions	12 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 25, 2015 USD ($)	Sep. 26, 2014 USD ($)	Sep. 25, 2015 EUR (€)	Sep. 25, 2015 USD ($)
Net investment hedges
Financial Instruments and Fair Value Measurements
Notional amount of nonderivative instruments	$ 3,480	$ 3,880
Foreign exchange gains (losses) recorded as currency translation	$ (45)	$ 353	$ 156
Cash flow hedges | Cross Currency Interest Rate Contract
Financial Instruments and Fair Value Measurements
Notional amount | €				€ 1,000
Quarterly interest payments in euro, fixed interest rate				3.50%	3.50%
Interest received in U.S. dollars, average fixed interest rate				5.33%	5.33%
Cash flow hedges | Foreign currency contracts
Financial Instruments and Fair Value Measurements
Period over which all of the balance in accumulated other comprehensive income (loss) will be reclassified into the Condensed Consolidated Statements of Operations	12 months
Cash flow hedges | Commodity derivative instruments
Financial Instruments and Fair Value Measurements
Period over which all of the balance in accumulated other comprehensive income (loss) will be reclassified into the Condensed Consolidated Statements of Operations	12 months
Notional amount	$ 232				$ 260

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Retirement Plans - Defined Benefit Pension Plan Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
U.S. Plans
Defined Benefit Plan, Net Periodic Pension Benefit Cost
Service cost	$ 9	$ 9	$ 7
Interest cost	50	48	50
Expected return on plan assets	(59)	(67)	(63)
Amortization of net actuarial loss	40	25	25
Net periodic pension benefit cost	$ 40	$ 15	$ 19
Weighted average assumptions used to determine net pension benefit cost during the fiscal year:
Discount rate (as a percent)	4.38%	4.34%	4.84%
Expected return on plan assets (as a percent)	6.97%	7.20%	7.16%
Non-U.S. Plans
Defined Benefit Plan, Net Periodic Pension Benefit Cost
Service cost	$ 48	$ 45	$ 46
Interest cost	52	58	71
Expected return on plan assets	(68)	(72)	(67)
Amortization of net actuarial loss	36	33	23
Other	(6)	(5)	(3)
Net periodic pension benefit cost	$ 62	$ 59	$ 70
Weighted average assumptions used to determine net pension benefit cost during the fiscal year:
Discount rate (as a percent)	2.50%	2.77%	3.38%
Expected return on plan assets (as a percent)	5.98%	6.46%	5.96%
Rate of compensation increase (as a percent)	2.81%	2.86%	2.84%

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Retirement Plans - Change in Benefit Obligations and Plan Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Amounts recognized on the Consolidated Balance Sheets:
Long-term pension and postretirement liabilities	$ (1,502)	$ (1,327)
U.S. Plans
Change in benefit obligation:
Benefit obligation at beginning of fiscal year	1,170	1,143
Service cost	9	9	$ 7
Interest cost	50	48	50
Actuarial loss	102	42
Benefits and administrative expenses paid	(81)	(74)
Other		2
Benefit obligation at end of fiscal year	1,250	1,170	1,143
Change in plan assets:
Fair value of plan assets at beginning of fiscal year	879	978
Actual return on plan assets	130	(26)
Employer contributions	1	1
Benefits and administrative expenses paid	(81)	(74)
Fair value of plan assets at end of fiscal year	929	879	978
Funded status	(321)	(291)
Amounts recognized on the Consolidated Balance Sheets:
Accrued and other current liabilities	(5)	(5)
Long-term pension and postretirement liabilities	(316)	(286)
Net amount recognized	$ (321)	$ (291)
Weighted-average assumptions used to determine pension benefit obligation at fiscal year end:
Discount rate (as a percent)	3.58%	4.38%
Non-U.S. Plans
Change in benefit obligation:
Benefit obligation at beginning of fiscal year	$ 2,188	$ 2,276
Service cost	48	45	46
Interest cost	52	58	71
Actuarial loss	368	87
Benefits and administrative expenses paid	(85)	(71)
Currency translation	(63)	(213)
Other	27	6
Benefit obligation at end of fiscal year	2,535	2,188	2,276
Change in plan assets:
Fair value of plan assets at beginning of fiscal year	1,167	1,177
Actual return on plan assets	261	72
Employer contributions	66	65
Benefits and administrative expenses paid	(85)	(71)
Currency translation	(59)	(90)
Other	21	14
Fair value of plan assets at end of fiscal year	1,371	1,167	$ 1,177
Funded status	(1,164)	(1,021)
Amounts recognized on the Consolidated Balance Sheets:
Accrued and other current liabilities	(20)	(19)
Long-term pension and postretirement liabilities	(1,144)	(1,002)
Net amount recognized	$ (1,164)	$ (1,021)
Weighted-average assumptions used to determine pension benefit obligation at fiscal year end:
Discount rate (as a percent)	1.44%	2.50%
Rate of compensation increase (as a percent)	2.52%	2.81%

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Retirement Plans - Pre-Tax in AOCI for Defined Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015
U.S. Plans
Change in net loss:
Unrecognized net loss at beginning of fiscal year	$ 436	$ 325
Current year change recorded in accumulated other comprehensive income (loss)	32	136
Amortization reclassified to earnings	(40)	(25)
Unrecognized net loss at end of fiscal year	428	436
Estimated amortization of actuarial losses from accumulated other comprehensive income into net periodic pension benefit cost in next fiscal year
Amortization of net actuarial loss	40
Non-U.S. Plans
Change in net loss:
Unrecognized net loss at beginning of fiscal year	711	748
Current year change recorded in accumulated other comprehensive income (loss)	164	18
Amortization reclassified to earnings	(36)	(55)
Unrecognized net loss at end of fiscal year	839	711
Change in prior service credit:
Unrecognized prior service credit at beginning of fiscal year	(66)	(67)
Current year change recorded in accumulated other comprehensive income (loss)	(10)	(4)
Amortization reclassified to earnings	6	5
Unrecognized prior service credit at end of fiscal year	(70)	$ (66)
Estimated amortization of actuarial losses from accumulated other comprehensive income into net periodic pension benefit cost in next fiscal year
Amortization of net actuarial loss	43
Amortization of prior service credit	$ 7

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Retirement Plans - Weighted Average Allocations (Details)	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015
U.S. Plans
Target asset allocation
Target asset allocation funded status minimum (as a percent)	105.00%
Target weighted average asset allocations (as a percent)	100.00%
Weighted average asset allocations
Total weighted average asset allocations (as a percent)	100.00%	100.00%
U.S. Plans | Equity securities
Target asset allocation
Target weighted average asset allocations (as a percent)	45.00%
Weighted average asset allocations
Total weighted average asset allocations (as a percent)	45.00%	45.00%
U.S. Plans | Debt securities
Target asset allocation
Target weighted average asset allocations (as a percent)	55.00%
Weighted average asset allocations
Total weighted average asset allocations (as a percent)	55.00%	55.00%
Non-U.S. Plans
Target asset allocation
Target weighted average asset allocations (as a percent)	100.00%
Weighted average asset allocations
Total weighted average asset allocations (as a percent)	100.00%	100.00%
Non-U.S. Plans | Equity securities
Target asset allocation
Target weighted average asset allocations (as a percent)	41.00%
Weighted average asset allocations
Total weighted average asset allocations (as a percent)	41.00%	45.00%
Non-U.S. Plans | Debt securities
Target asset allocation
Target weighted average asset allocations (as a percent)	38.00%
Weighted average asset allocations
Total weighted average asset allocations (as a percent)	33.00%	29.00%
Non-U.S. Plans | Insurance contracts and other investments
Target asset allocation
Target weighted average asset allocations (as a percent)	19.00%
Weighted average asset allocations
Total weighted average asset allocations (as a percent)	24.00%	24.00%
Non-U.S. Plans | Real estate investments
Target asset allocation
Target weighted average asset allocations (as a percent)	2.00%
Weighted average asset allocations
Total weighted average asset allocations (as a percent)	2.00%	2.00%
Long-term Target Asset Allocation | U.S. Plans | Equity securities
Target asset allocation
Target weighted average asset allocations (as a percent)	10.00%
Long-term Target Asset Allocation | U.S. Plans | Debt securities
Target asset allocation
Target weighted average asset allocations (as a percent)	90.00%

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Retirement Plans - Future Benefit Payments (Details) $ in Millions	12 Months Ended
	Sep. 30, 2016 USD ($)
U.S. Plans
Defined Benefit Plan Disclosure
Minimum required contributions to pension plans in fiscal 2017	$ 6
Minimum required contributions and expected benefit payments
Expected benefit payments, fiscal 2017	73
Expected benefit payments, fiscal 2018	70
Expected benefit payments, fiscal 2019	71
Expected benefit payments, fiscal 2020	72
Expected benefit payments, fiscal 2021	74
Expected benefit payments, fiscal 2022-2026	373
Non-U.S. Plans
Defined Benefit Plan Disclosure
Minimum required contributions to pension plans in fiscal 2017	48
Minimum required contributions and expected benefit payments
Expected benefit payments, fiscal 2017	72
Expected benefit payments, fiscal 2018	73
Expected benefit payments, fiscal 2019	76
Expected benefit payments, fiscal 2020	77
Expected benefit payments, fiscal 2021	80
Expected benefit payments, fiscal 2022-2026	$ 458

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Retirement Plans - U.S. and Non U.S. Pension Plans (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015
U.S. Plans
Defined Benefit Plan Disclosure
Accumulated benefit obligation	$ 1,250	$ 1,170
Pension plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligation	1,250	1,170
Fair value of plan assets	929	879
Pension plans with projected benefit obligations in excess of plan assets:
Projected benefit obligation	1,250	1,170
Fair value of plan assets	929	879
Non-U.S. Plans
Defined Benefit Plan Disclosure
Accumulated benefit obligation	2,389	2,041
Pension plans with accumulated benefit obligations in excess of plan assets:
Accumulated benefit obligation	2,380	1,994
Fair value of plan assets	1,361	1,119
Pension plans with projected benefit obligations in excess of plan assets:
Projected benefit obligation	2,534	2,188
Fair value of plan assets	$ 1,371	$ 1,167

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Retirement Plans - Defined Benefit Pension Plan Asset Categories and Fair Value Hierarchy (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
U.S. Plans
Summary of asset fair value
Fair value of plan assets	$ 929	$ 879	$ 978
U.S. Plans | Fair Value
Summary of asset fair value
Fair value of plan assets	929	879
U.S. Plans | U.S. equity securities | Level 1
Summary of asset fair value
Fair value of plan assets	248	245
U.S. Plans | U.S. equity securities | Fair Value
Summary of asset fair value
Fair value of plan assets	248	245
U.S. Plans | Non-U.S. equity securities | Level 1
Summary of asset fair value
Fair value of plan assets	190	149
U.S. Plans | Non-U.S. equity securities | Fair Value
Summary of asset fair value
Fair value of plan assets	190	149
U.S. Plans | Government bonds | Level 2
Summary of asset fair value
Fair value of plan assets	67	64
U.S. Plans | Government bonds | Fair Value
Summary of asset fair value
Fair value of plan assets	67	64
U.S. Plans | Corporate bonds | Level 2
Summary of asset fair value
Fair value of plan assets	397	404
U.S. Plans | Corporate bonds | Fair Value
Summary of asset fair value
Fair value of plan assets	397	404
U.S. Plans | Other | Level 2
Summary of asset fair value
Fair value of plan assets	11	3
U.S. Plans | Other | Fair Value
Summary of asset fair value
Fair value of plan assets	11	3
U.S. Plans | Subtotal | Level 1
Summary of asset fair value
Fair value of plan assets	438	394
U.S. Plans | Subtotal | Level 2
Summary of asset fair value
Fair value of plan assets	475	471
U.S. Plans | Subtotal | Fair Value
Summary of asset fair value
Fair value of plan assets	913	865
U.S. Plans | Items to reconcile to fair value of plan assets | Fair Value
Summary of asset fair value
Fair value of plan assets	16	14
Non-U.S. Plans
Summary of asset fair value
Fair value of plan assets	1,371	1,167	$ 1,177
Non-U.S. Plans | Fair Value
Summary of asset fair value
Fair value of plan assets	1,371	1,167
Non-U.S. Plans | U.S. equity securities | Level 1
Summary of asset fair value
Fair value of plan assets	64	60
Non-U.S. Plans | U.S. equity securities | Fair Value
Summary of asset fair value
Fair value of plan assets	64	60
Non-U.S. Plans | Non-U.S. equity securities | Level 1
Summary of asset fair value
Fair value of plan assets	62	54
Non-U.S. Plans | Non-U.S. equity securities | Fair Value
Summary of asset fair value
Fair value of plan assets	62	54
Non-U.S. Plans | Commingled equity funds | Level 2
Summary of asset fair value
Fair value of plan assets	456	421
Non-U.S. Plans | Commingled equity funds | Fair Value
Summary of asset fair value
Fair value of plan assets	456	421
Non-U.S. Plans | Government bonds | Level 2
Summary of asset fair value
Fair value of plan assets	226	202
Non-U.S. Plans | Government bonds | Fair Value
Summary of asset fair value
Fair value of plan assets	226	202
Non-U.S. Plans | Corporate bonds | Level 2
Summary of asset fair value
Fair value of plan assets	13	13
Non-U.S. Plans | Corporate bonds | Fair Value
Summary of asset fair value
Fair value of plan assets	13	13
Non-U.S. Plans | Commingled bond funds | Level 2
Summary of asset fair value
Fair value of plan assets	262	171
Non-U.S. Plans | Commingled bond funds | Fair Value
Summary of asset fair value
Fair value of plan assets	262	171
Non-U.S. Plans | Other | Level 2
Summary of asset fair value
Fair value of plan assets	177	142
Non-U.S. Plans | Other | Level 3
Summary of asset fair value
Fair value of plan assets	91	84
Non-U.S. Plans | Other | Fair Value
Summary of asset fair value
Fair value of plan assets	268	226
Non-U.S. Plans | Subtotal | Level 1
Summary of asset fair value
Fair value of plan assets	126	114
Non-U.S. Plans | Subtotal | Level 2
Summary of asset fair value
Fair value of plan assets	1,134	949
Non-U.S. Plans | Subtotal | Level 3
Summary of asset fair value
Fair value of plan assets	91	84
Non-U.S. Plans | Subtotal | Fair Value
Summary of asset fair value
Fair value of plan assets	1,351	1,147
Non-U.S. Plans | Items to reconcile to fair value of plan assets | Fair Value
Summary of asset fair value
Fair value of plan assets	$ 20	$ 20

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Retirement Plans - Defined Contribution and Postretirement Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Defined Contribution Retirement Plans
Expense for the defined contribution plans	$ 59	$ 60	$ 61
Deferred Compensation Plans
Total deferred compensation liabilities	132	118
Postretirement Benefit Plans
Change in benefit obligation:
Benefit obligation	$ 45	$ 40

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Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Current income tax expense (benefit):
U.S: Federal	$ (1,115)	$ (67)	$ 128
U.S: State	(163)	12	(3)
Non-U.S	321	352	302
Current income tax expense (benefit)	(957)	297	427
Deferred income tax expense (benefit):
U.S: Federal	173	87	(311)
U.S: State	20	5	(3)
Non-U.S	(15)	(52)	33
Deferred income tax expense (benefit)	178	40	(281)
Income tax expense (benefit)	$ (779)	$ 337	$ 146

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Income Taxes - U.S. and Non U.S. Components (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
U.S. and non-U.S. components of income from continuing operations before income taxes
U.S	$ (115)	$ (31)	$ (133)
Non-U.S	1,277	1,606	1,893
Income from continuing operations before income taxes	$ 1,162	$ 1,575	$ 1,760

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Income Taxes - Recon between U.S. Federal Taxes and Statutory Rate (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Reconciliation between U.S. federal income taxes at the statutory rate and income tax expense (benefit) on continuing operations
Notional U.S. federal income tax expense at the statutory rate	$ 407	$ 551	$ 616
U.S. state income tax expense (benefit), net	(93)	11	(4)
Other (income) expense-Tax Sharing Agreement	221	18	(23)
Tax law changes	(3)	10	(1)
Tax credits	(10)	(9)	(8)
Non-U.S. net earnings	(342)	(275)	(287)
Nondeductible charges	2	2	3
Change in accrued income tax liabilities	(1,056)	(183)	112
Valuation allowance	97	(3)	(239)
Legal entity restructuring	39	211
Divestitures	(31)
Other	(10)	4	(23)
Income tax expense (benefit)	$ (779)	$ 337	$ 146

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Income Taxes - Deferred Tax Asset and Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015
Deferred tax assets:
Accrued liabilities and reserves	$ 286	$ 262
Tax loss and credit carryforwards	4,656	4,856
Inventories	46	57
Pension and postretirement benefits	349	295
Deferred revenue	11	17
Interest	470	394
Unrecognized income tax benefits	10	378
Other	32	4
Total Deferred tax assets, Gross	5,860	6,263
Deferred tax liabilities:
Intangible assets	(761)	(809)
Property, plant, and equipment	(15)	(1)
Other	(84)	(89)
Total Deferred tax liabilities, Gross	(860)	(899)
Net deferred tax asset before valuation allowance	5,000	5,364
Valuation allowance	(3,096)	(3,237)
Net deferred tax asset	$ 1,904	$ 2,127

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Income Taxes - Tax Loss and Credit Carryforwards (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015
Tax loss and credit carryforward
Total tax loss and credit carryforwards	$ 4,656	$ 4,856
U.S. Federal
Tax loss and credit carryforward
Net operating loss carryforwards	1,404
Tax credit carryforwards	209
Capital loss carryforwards	36
U.S. State
Tax loss and credit carryforward
Net operating loss carryforwards	108
Tax credit carryforwards	34
Non-U.S.
Tax loss and credit carryforward
Net operating loss carryforwards	2,830
Tax credit carryforwards	1
Capital loss carryforwards	34
Through 2021
Tax loss and credit carryforward
Total tax loss and credit carryforwards	135
Through 2021 | U.S. Federal
Tax loss and credit carryforward
Tax credit carryforwards	15
Capital loss carryforwards	36
Through 2021 | U.S. State
Tax loss and credit carryforward
Net operating loss carryforwards	53
Tax credit carryforwards	12
Through 2021 | Non-U.S.
Tax loss and credit carryforward
Net operating loss carryforwards	12
Capital loss carryforwards	7
2022 Through 2036
Tax loss and credit carryforward
Total tax loss and credit carryforwards	1,604
2022 Through 2036 | U.S. Federal
Tax loss and credit carryforward
Net operating loss carryforwards	1,404
Tax credit carryforwards	124
2022 Through 2036 | U.S. State
Tax loss and credit carryforward
Net operating loss carryforwards	55
Tax credit carryforwards	15
2022 Through 2036 | Non-U.S.
Tax loss and credit carryforward
Net operating loss carryforwards	5
Tax credit carryforwards	1
No Expiration
Tax loss and credit carryforward
Total tax loss and credit carryforwards	2,917
No Expiration | U.S. Federal
Tax loss and credit carryforward
Tax credit carryforwards	70
No Expiration | U.S. State
Tax loss and credit carryforward
Tax credit carryforwards	7
No Expiration | Non-U.S.
Tax loss and credit carryforward
Net operating loss carryforwards	2,813
Capital loss carryforwards	$ 27

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Income Taxes - Unrecognized Income Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Activity related to the Company's unrecognized income tax benefits
Balance at beginning of fiscal year	$ 1,368	$ 1,595	$ 1,617
Additions related to prior periods tax positions	75	24	22
Reductions related to prior periods tax positions	(817)	(291)	(57)
Additions related to current period tax positions	124	97	32
Acquisitions	4		7
Settlements	(205)	(29)	(14)
Reductions due to lapse of applicable statute of limitations	(59)	(28)	(12)
Balance at end of fiscal year	490	1,368	1,595
Unrecognized income tax benefits that would impact income tax provision and effective tax rate	370	1,291
Income tax penalties and interest accrued	54	1,076
Income tax penalties and interest expense (benefit)	(765)	$ 7	$ 99
Unrecognized income tax benefits, maximum amount that could be resolved in next twelve months	$ 90

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Income Taxes - Valuation Allowance and Various Income Tax Items (Details) - USD ($) $ in Millions	3 Months Ended			12 Months Ended
	Jun. 24, 2016	Sep. 25, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Valuation allowance
Valuation allowance		$ 3,237		$ 3,096	$ 3,237
Valuation allowance related to share based compensation				169
Income Taxes
Income tax benefit associated with settlement of certain U.S. tax matters	$ 1,135	63	$ 189	1,135	264
Net income tax benefit related to tax settlements in certain other jurisdictions	83			83
Income tax charges associated with intercompany legal entity restructurings		$ 216			216
Income tax charges associated with intercompany dividends related to the restructuring and sale of BNS					29
Cumulative undistributed earnings				21,000
Estimated income tax expense if intention to permanently reinvest changes				1,500
Cash, cash equivalents and intercompany deposits available to distribute but considered to be permanently reinvested				6,900
Valuation allowance for certain U.S. tax loss carryforwards and tax credits				97	$ (3)	$ (239)
ADC Telecommunications
Income Taxes
Valuation allowance for certain U.S. tax loss carryforwards and tax credits						$ (282)
Certain U.S. Deferred Tax Assets
Income Taxes
Valuation allowance for certain U.S. tax loss carryforwards and tax credits	$ 91			$ 91

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Income Taxes - Statutes of limitations (Details)	12 Months Ended
	Sep. 30, 2016
Minimum
Income Taxes
Statutes of limitations, income tax returns filed by the Company, state and local	3 years
Statutes of limitations, income tax returns filed by non-U.S. subsidiaries	3 years
Maximum
Income Taxes
Statutes of limitations, income tax returns filed by the Company, state and local	4 years
Statutes of limitations, income tax returns filed by non-U.S. subsidiaries	10 years

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Other Income (Expense), Net (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Jun. 24, 2016	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Other Income (Expense), Net
Other income (expense), net			$ (632)	$ (55)	$ 63
Other nonoperating expense, settlement of certain U.S. tax matters	$ 604	$ 83	604	$ 84
Other nonoperating expense, tax settlement in an other jurisdiction	$ 46		$ 46
Liabilities sharing percent, entity			31.00%
CIT Group Inc | Tyco International and Covidien
Other Income (Expense), Net
Share of settlement					$ 18
Liabilities sharing percent, entity					31.00%

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Earnings Per Share (Details) - shares shares in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Earnings Per Share
Basic (in shares)	366	405	410
Dilutive impact of share-based compensation arrangements (in shares)	3	6	7
Diluted (in shares)	369	411	417
Share options
Antidilutive shares excluded from computation of earnings per share
Antidilutive share options	3	1

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Equity (Details) SFr / shares in Units, $ / shares in Units, SFr in Millions, $ in Millions	1 Months Ended								3 Months Ended																12 Months Ended
	Mar. 31, 2016 installment SFr / shares	Mar. 31, 2016 installment $ / shares	Mar. 31, 2015 installment SFr / shares	Mar. 31, 2015 installment $ / shares	Mar. 31, 2014 installment SFr / shares	Mar. 31, 2014 installment $ / shares	Mar. 31, 2013 installment SFr / shares	Mar. 31, 2013 installment $ / shares	Mar. 31, 2017 $ / shares	Dec. 30, 2016 $ / shares	Sep. 30, 2016 CHF (SFr) $ / shares shares	Jun. 24, 2016 $ / shares	Mar. 25, 2016 $ / shares	Dec. 25, 2015 $ / shares	Sep. 25, 2015 CHF (SFr) $ / shares shares	Jun. 26, 2015 $ / shares	Mar. 27, 2015 $ / shares	Dec. 26, 2014 $ / shares	Sep. 26, 2014 $ / shares	Jun. 27, 2014 $ / shares	Mar. 28, 2014 $ / shares	Dec. 27, 2013 $ / shares	Sep. 27, 2013 $ / shares	Jun. 28, 2013 $ / shares	Sep. 30, 2016 USD ($) $ / shares shares	Sep. 25, 2015 USD ($) $ / shares shares	Sep. 26, 2014 USD ($) $ / shares shares	Sep. 30, 2016 USD ($) shares	Sep. 25, 2015 USD ($) shares
Equity
Maximum percentage of shares that the board may authorize for issuance																									50.00%
Treasury shares | shares											27,554,005				20,071,089													27,554,005	20,071,089
Common shares held in treasury, owned by subsidiary | shares											2,000,000				6,000,000													2,000,000	6,000,000
Cancellation of treasury shares (in shares) | shares																									31,000,000	5,000,000	10,000,000
Contributed surplus established for Swiss tax and statutory purposes ("Swiss Contributed Surplus")											SFr 7,878				SFr 8,392													$ 6,992	$ 7,505
Dividend or cash distribution approved (in currency per share) | (per share)	SFr 1.48	$ 1.48	SFr 1.27	$ 1.32	SFr 1.04	$ 1.16	SFr 0.96	$ 1.00
Number of quarterly dividend installments | installment	4	4	4	4	4	4	4	4
Cash dividend paid (in dollars per share) | $ / shares											SFr 0.37	$ 0.37	$ 0.33	$ 0.33	SFr 0.33	$ 0.33	$ 0.29	$ 0.29	$ 0.29	$ 0.29	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 1.40	$ 1.24	$ 1.08
Cash dividend to be paid in the future (in dollars per share) | $ / shares									$ 0.37	$ 0.37
Unpaid portion of the dividend payment recorded in accrued and other current liabilities | $																												263	$ 260
Share repurchase program, increase in authorized amount | $																									$ 1,000
Number of common shares repurchased | shares																									43,000,000	18,000,000	11,000,000
Amount repurchased | $																									$ 2,610	$ 1,163	$ 604
Amount available for repurchase, at end of period | $																												$ 1,100

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Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax.
Balance at the beginning of the period	$ (373)	$ (17)	$ 303
Other comprehensive loss before reclassifications	(273)	(727)	(462)
Amounts reclassified from accumulated other comprehensive income (loss)	79	344	98
Income tax (expense) benefit	25	27	44
Other comprehensive loss	(169)	(356)	(320)
Balance at the end of the period	(542)	(373)	(17)
Currency Translation
Accumulated Other Comprehensive Income (Loss), Net of Tax.
Balance at the beginning of the period	408	720	931
Other comprehensive loss before reclassifications	(69)	(536)	(216)
Amounts reclassified from accumulated other comprehensive income (loss)	(23)	224	5
Other comprehensive loss	(92)	(312)	(211)
Balance at the end of the period	316	408	720
Unrecognized Pension and Postretirement Benefit Costs
Accumulated Other Comprehensive Income (Loss), Net of Tax.
Balance at the beginning of the period	(738)	(692)	(569)
Other comprehensive loss before reclassifications	(190)	(147)	(211)
Amounts reclassified from accumulated other comprehensive income (loss)	70	75	44
Income tax (expense) benefit	32	26	44
Other comprehensive loss	(88)	(46)	(123)
Balance at the end of the period	(826)	(738)	(692)
Gain (Loss) on Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss), Net of Tax.
Balance at the beginning of the period	(43)	(45)	(59)
Other comprehensive loss before reclassifications	(14)	(44)	(35)
Amounts reclassified from accumulated other comprehensive income (loss)	32	45	49
Income tax (expense) benefit	(7)	1
Other comprehensive loss	11	2	14
Balance at the end of the period	(32)	(43)	(45)
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss), Net of Tax.
Other comprehensive loss	$ (169)	$ (356)	$ (320)

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Share Plans (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Share Based Compensation Arrangements:
Maximum number of common shares to be issued as awards	67,000,000
Shares available for issuance	16,000,000
Share-based compensation expense	$ 91	$ 89	$ 77
Tax benefit associated with share based compensation arrangements	29	29	24
Additional disclosures
Total cash received by the Company related to the exercise of options	$ 90	$ 103	$ 156
Restricted share awards
Share Based Compensation Arrangements:
Vesting period	4 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested
Outstanding shares at the beginning of the period	2,790,934
Share awards	886,663
Shares vested	(1,116,283)
Shares forfeited	(274,310)
Outstanding shares at the end of the period	2,287,004	2,790,934
Weighted-average grant-date fair value at the beginning of the period (in dollars per share)	$ 51.01
Shares granted, weighted-average grant-date fair value (in dollars per share)	64.88	$ 62.45	$ 52.21
Shares vested, weighted-average grant-date fair value (in dollars per share)	45.46
Shares forfeited, weighted-average grant-date fair value (in dollars per share)	54.53
Weighted-average grant-date fair value at the end of the period (in dollars per share)	$ 58.47	$ 51.01
Share Based Compensation Expenses Not Recognized
Share-based compensation, share-based awards, total compensation expense not yet recognized	$ 74
Share-based compensation, share-based awards, total compensation expense not yet recognized, expected period for recognition	1 year 7 months 6 days
Additional disclosures
Total fair value of share awards, vested during the period	$ 51	$ 58	$ 52
Performance share awards
Share Based Compensation Arrangements:
Vesting period	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested
Outstanding shares at the beginning of the period	700,828
Share awards	425,861
Shares vested	(444,429)
Shares forfeited	(55,635)
Outstanding shares at the end of the period	626,625	700,828
Weighted-average grant-date fair value at the beginning of the period (in dollars per share)	$ 47.32
Shares granted, weighted-average grant-date fair value (in dollars per share)	55.15	$ 61.65	$ 51.63
Shares vested, weighted-average grant-date fair value (in dollars per share)	34.46
Shares forfeited, weighted-average grant-date fair value (in dollars per share)	56.98
Weighted-average grant-date fair value at the end of the period (in dollars per share)	$ 60.56	$ 47.32
Share Based Compensation Expenses Not Recognized
Share-based compensation, share-based awards, total compensation expense not yet recognized	$ 18
Share-based compensation, share-based awards, total compensation expense not yet recognized, expected period for recognition	1 year 2 months 12 days
Additional disclosures
Total fair value of share awards, vested during the period	$ 15
Performance share awards | Minimum
Share Based Compensation Expenses Not Recognized
Pay-out of performance share award (as a percent)	0.00%
Performance share awards | Maximum
Share Based Compensation Expenses Not Recognized
Pay-out of performance share award (as a percent)	200.00%
Share options
Share Based Compensation Arrangements:
Vesting period	4 years
Expiration period	10 years
Share Based Compensation Expenses Not Recognized
Share-based compensation, share-based awards, total compensation expense not yet recognized	$ 36
Share-based compensation, share-based awards, total compensation expense not yet recognized, expected period for recognition	1 year 7 months 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding
Outstanding share options at the beginning of the period	10,124,875
Share options	1,860,800
Share options exercised	(2,480,662)
Share options expired	(61,592)
Share options forfeited	(339,041)
Outstanding share options at the end of the period	9,104,380	10,124,875
Share options outstanding, weighted-average exercise price at the beginning of the period (in dollars per share)	$ 40.05
Share options granted, weighted-average exercise price (in dollars per share)	65.70	$ 61.70	51.78
Share options exercised, weighted-average exercise price (in dollars per share)	35.68
Share options expired, weighted-average exercise price (in dollars per share)	44.20
Share options forfeited, weighted-average exercise price (in dollars per share)	57.18
Share options outstanding, weighted-average exercise price at the end of the period (in dollars per share)	$ 45.79	40.05
Share options vested and expected to vest at end of period	8,739,461
Share options exercisable at end of period	5,189,559
Share options vested and expected to vest at end of period, weighted-average exercise price (in dollars per share)	$ 45.26
Share options exercisable at end of period, weighted-average exercise price (in dollars per share)	$ 36.16
Share options outstanding at end of period, weighted-average remaining contractual term	6 years 3 months 18 days
Share options vested and expected to vest at end of period, weighted-average remaining contractual term	6 years 3 months 18 days
Share options exercisable at end of period, weighted-average remaining contractual term	4 years 10 months 24 days
Share options outstanding at end of period, aggregate intrinsic value	$ 172
Share options vested and expected to vest at end of period, aggregate intrinsic value	170
Share options exercisable at end of period, aggregate intrinsic value	$ 147
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology
Options granted, weighted-average grant-date fair value (in dollars per share)	$ 14.26	$ 18.77	$ 16.81
Expected share price volatility (as a percent)	26.00%	36.00%	39.00%
Risk free interest rate (as a percent)	2.00%	2.00%	1.80%
Expected annual dividend per share	$ 1.32	$ 1.16	$ 1.00
Expected life of options (in years)	5 years 8 months 12 days	6 years	6 years
Additional disclosures
Total intrinsic value of the Company's options exercised	$ 67	$ 107	$ 136
Total cash received by the Company related to the exercise of options	$ 90	$ 103	$ 156

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Segment and Geographic Data - Sales, Operating Income, Depreciation and Amortization, CapEx (Details) $ in Millions	3 Months Ended								12 Months Ended
	Sep. 30, 2016 USD ($)	Jun. 24, 2016 USD ($)	Mar. 25, 2016 USD ($)	Dec. 25, 2015 USD ($)	Sep. 25, 2015 USD ($)	Jun. 26, 2015 USD ($)	Mar. 27, 2015 USD ($)	Dec. 26, 2014 USD ($)	Sep. 30, 2016 USD ($) segment	Sep. 25, 2015 USD ($)	Sep. 26, 2014 USD ($)
Segment Data
Number of reportable segments | segment									3
Net sales	$ 3,332	$ 3,121	$ 2,952	$ 2,833	$ 2,984	$ 3,118	$ 3,082	$ 3,049	$ 12,238	$ 12,233	$ 11,973
Operating income									1,902	1,749	1,805
Gain on divestiture									144
Depreciation and Amortization									585	616	551
Capital Expenditures									628	600	635
Circuit Protection Devices
Segment Data
Gain on divestiture			$ 146						144
Transportation Solutions
Segment Data
Net sales									6,503	6,351	6,090
Operating income									1,191	1,193	1,245
Depreciation and Amortization									337	347	285
Capital Expenditures									429	400	379
Industrial Solutions
Segment Data
Net sales									3,215	3,179	3,302
Operating income									343	352	431
Depreciation and Amortization									131	123	102
Capital Expenditures									107	104	143
Communications Solutions
Segment Data
Net sales									2,520	2,703	2,581
Operating income									368	204	129
Depreciation and Amortization									117	146	164
Capital Expenditures									$ 92	$ 96	$ 113

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Segment and Geographic Data - Assets (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Segment Data
Assets	$ 17,608	$ 20,589	$ 20,132
Other non-current assets	287	297
Total segment assets
Segment Data
Assets	6,694	6,655	6,486
Transportation Solutions
Segment Data
Assets	3,501	3,310	3,062
Industrial Solutions
Segment Data
Assets	1,720	1,720	1,735
Communications Solutions
Segment Data
Assets	1,473	1,625	1,689
Reconciling items
Segment Data
Other current assets	1,133	4,150	5,311
Other non-current assets	$ 9,781	$ 9,784	$ 8,335

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Segment and Geographic Data - By Region (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Sep. 30, 2016	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Segment Data
Net sales	$ 3,332	$ 3,121	$ 2,952	$ 2,833	$ 2,984	$ 3,118	$ 3,082	$ 3,049	$ 12,238	$ 12,233	$ 11,973
Property, Plant, and Equipment, Net	3,052				2,920				3,052	2,920	2,920
U.S.
Segment Data
Net sales									3,901	3,817	3,119
Property, Plant, and Equipment, Net	922				887				922	887	837
Other Americas
Segment Data
Net sales									298	321	396
Property, Plant, and Equipment, Net	93				87				93	87	97
Total Americas
Segment Data
Net sales									4,199	4,138	3,515
Property, Plant, and Equipment, Net	1,015				974				1,015	974	934
Switzerland
Segment Data
Net sales									2,979	2,992	3,483
Property, Plant, and Equipment, Net	62				55				62	55	54
Germany
Segment Data
Net sales									127	117	126
Property, Plant, and Equipment, Net	334				313				334	313	330
Other Europe/Middle East/Africa
Segment Data
Net sales									1,010	883	615
Property, Plant, and Equipment, Net	630				588				630	588	642
Total Europe/Middle East/Africa
Segment Data
Net sales									4,116	3,992	4,224
Property, Plant, and Equipment, Net	1,026				956				1,026	956	1,026
China
Segment Data
Net sales									2,165	2,367	2,331
Property, Plant, and Equipment, Net	491				529				491	529	492
Other Asia-Pacific
Segment Data
Net sales									1,758	1,736	1,903
Property, Plant, and Equipment, Net	520				461				520	461	468
Total Asia-Pacific
Segment Data
Net sales									3,923	4,103	4,234
Property, Plant, and Equipment, Net	$ 1,011				$ 990				$ 1,011	$ 990	$ 960

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Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Sep. 30, 2016	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Quarterly Financial Data (unaudited)
Net sales	$ 3,332	$ 3,121	$ 2,952	$ 2,833	$ 2,984	$ 3,118	$ 3,082	$ 3,049	$ 12,238	$ 12,233	$ 11,973
Gross margin	1,104	1,022	962	945	968	1,048	1,051	1,020	4,033	4,087	3,972
Acquisition and integration costs	3	11	3	5	9	8	14	24	22	55	31
Restructuring and other charges (credits), net	30	31	(99)	40	70	19	38	25	2	152	19
Amounts attributable to TE Connectivity Ltd.:
Income from continuing operations	437	791	389	324	136	351	316	435	1,941	1,238	1,614
Income (loss) from discontinued operations, net of income taxes		48	(9)	29	904	(42)	283	37	68	1,182	167
Net Income	$ 437	839	$ 380	$ 353	1,040	$ 309	$ 599	472	2,009	2,420	1,781
Gain on divestiture									144
Income tax benefit associated with settlement of certain U.S. tax matters		1,135			63			189	1,135	264
Other nonoperating expense, settlement of certain U.S. tax matters		604						83	604	84
Valuation allowance for certain U.S. tax loss carryforwards and tax credits									97	(3)	$ (239)
Net income tax benefit related to tax settlements in certain other jurisdictions		83							83
Other nonoperating expense, tax settlement in an other jurisdiction		$ 46							$ 46
Amortization of fair value adjustments to inventories and customer order backlog								$ 27
Income tax charges associated with intercompany legal entity restructurings					$ 216					$ 216
Basic earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations (in dollars per share)	$ 1.23	$ 2.22	$ 1.07	$ 0.84	$ 0.34	$ 0.86	$ 0.78	$ 1.07	$ 5.30	$ 3.06	$ 3.94
Net income (in dollars per share)	1.23	2.35	1.04	0.92	2.60	0.76	1.47	1.16	5.49	5.98	4.34
Diluted earnings per share attributable to TE Connectivity Ltd.:
Income from continuing operations (in dollars per share)	1.22	2.19	1.06	0.83	0.34	0.85	0.77	1.05	5.26	3.01	3.87
Net income (in dollars per share)	$ 1.22	$ 2.32	$ 1.03	$ 0.91	$ 2.57	$ 0.75	$ 1.45	$ 1.14	$ 5.44	$ 5.89	$ 4.27
Certain U.S. Deferred Tax Assets
Amounts attributable to TE Connectivity Ltd.:
Valuation allowance for certain U.S. tax loss carryforwards and tax credits		$ 91							$ 91
Circuit Protection Devices
Amounts attributable to TE Connectivity Ltd.:
Gain on divestiture			$ 146						$ 144

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Tyco Electronics Group S.A. - Operations (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Sep. 30, 2016	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Tyco Electronics Group S.A.
Ownership percentage in TEGSA	100.00%								100.00%
Statement of Operations Detail:
Net sales	$ 3,332	$ 3,121	$ 2,952	$ 2,833	$ 2,984	$ 3,118	$ 3,082	$ 3,049	$ 12,238	$ 12,233	$ 11,973
Cost of sales									8,205	8,146	8,001
Gross margin	1,104	1,022	962	945	968	1,048	1,051	1,020	4,033	4,087	3,972
Selling, general, and administrative expenses									1,463	1,504	1,534
Research, development, and engineering expenses									644	627	583
Acquisition and integration costs	3	11	3	5	9	8	14	24	22	55	31
Restructuring and other charges (credits), net	30	31	(99)	40	70	19	38	25	2	152	19
Operating income									1,902	1,749	1,805
Interest income									19	17	19
Interest expense, net									(127)	(136)	(127)
Other income (expense), net									(632)	(55)	63
Income from continuing operations before income taxes									1,162	1,575	1,760
Income tax (expense) benefit									779	(337)	(146)
Income from continuing operations	437	791	389	324	136	351	316	435	1,941	1,238	1,614
Income (loss) from discontinued operations, net of income taxes		48	(9)	29	904	(42)	283	37	68	1,182	167
Net Income	$ 437	$ 839	$ 380	$ 353	$ 1,040	$ 309	$ 599	$ 472	2,009	2,420	1,781
Other comprehensive loss									(169)	(356)	(320)
Comprehensive income									1,840	2,064	1,461
Consolidating Adjustments
Statement of Operations Detail:
Equity in net income of subsidiaries									(4,400)	(3,716)	(5,401)
Equity in net income (loss) of subsidiaries of discontinued operations									(235)	(1,547)	(334)
Income from continuing operations before income taxes									(4,635)	(5,263)	(5,735)
Income from continuing operations									(4,635)	(5,263)	(5,735)
Net Income									(4,635)	(5,263)	(5,735)
Other comprehensive loss									312	724	648
Comprehensive income									(4,323)	(4,539)	(5,087)
TE Connectivity Ltd. | Consolidating Reportable entities
Statement of Operations Detail:
Selling, general, and administrative expenses									168	163	131
Restructuring and other charges (credits), net									2
Operating income									(170)	(163)	(131)
Other income (expense), net											18
Equity in net income of subsidiaries									2,139	1,398	1,729
Equity in net income (loss) of subsidiaries of discontinued operations									67	1,182	167
Intercompany interest income (expense), net									(28)	3	(2)
Income from continuing operations before income taxes									2,008	2,420	1,781
Income from continuing operations									2,008	2,420	1,781
Income (loss) from discontinued operations, net of income taxes									1
Net Income									2,009	2,420	1,781
Other comprehensive loss									(169)	(356)	(320)
Comprehensive income									1,840	2,064	1,461
TEGSA | Consolidating Reportable entities
Statement of Operations Detail:
Selling, general, and administrative expenses									95	835	1,877
Restructuring and other charges (credits), net									(1)
Operating income									(94)	(835)	(1,877)
Interest expense, net									(126)	(135)	(126)
Other income (expense), net											(3)
Equity in net income of subsidiaries									2,261	2,318	3,672
Equity in net income (loss) of subsidiaries of discontinued operations									168	365	167
Intercompany interest income (expense), net									98	50	63
Income from continuing operations before income taxes									2,307	1,763	1,896
Income from continuing operations									2,307	1,763	1,896
Income (loss) from discontinued operations, net of income taxes									(101)	817
Net Income									2,206	2,580	1,896
Other comprehensive loss									(169)	(356)	(320)
Comprehensive income									2,037	2,224	1,576
Intercompany transaction gains (losses)									(80)	(846)	(1,874)
Other Subsidiaries | Consolidating Reportable entities
Statement of Operations Detail:
Net sales									12,238	12,233	11,973
Cost of sales									8,205	8,146	8,001
Gross margin									4,033	4,087	3,972
Selling, general, and administrative expenses									1,200	506	(474)
Research, development, and engineering expenses									644	627	583
Acquisition and integration costs									22	55	31
Restructuring and other charges (credits), net									1	152	19
Operating income									2,166	2,747	3,813
Interest income									19	17	19
Interest expense, net									(1)	(1)	(1)
Other income (expense), net									(632)	(55)	48
Intercompany interest income (expense), net									(70)	(53)	(61)
Income from continuing operations before income taxes									1,482	2,655	3,818
Income tax (expense) benefit									779	(337)	(146)
Income from continuing operations									2,261	2,318	3,672
Income (loss) from discontinued operations, net of income taxes									168	365	167
Net Income									2,429	2,683	3,839
Other comprehensive loss									(143)	(368)	(328)
Comprehensive income									$ 2,286	$ 2,315	$ 3,511

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Tyco Electronics Group S.A. - Balance Sheet (Details) - USD ($) $ in Millions	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014	Sep. 27, 2013
Current assets:
Cash and cash equivalents	$ 647	$ 3,329	$ 2,457	$ 1,403
Accounts receivable, net	2,046	2,120
Inventories	1,596	1,615
Prepaid expenses and other current assets	486	476
Deferred income taxes		345
Total current assets	4,775	7,885
Property, plant, and equipment, net	3,052	2,920	2,920
Goodwill	5,492	4,824	3,726
Intangible assets, net	1,879	1,555
Deferred income taxes	2,111	2,144
Receivable from Tyco International plc and Covidien plc	12	964
Other assets	287	297
Total Assets	17,608	20,589	20,132
Current liabilities:
Short-term debt	331	498
Accounts payable	1,090	1,143
Accrued and other current liabilities	1,437	1,749
Deferred revenue	208	185
Total current liabilities	3,066	3,575
Long-term debt	3,739	3,386
Long-term pension and postretirement liabilities	1,502	1,327
Deferred income taxes	207	329
Income taxes	247	1,954
Other liabilities	362	433
Total Liabilities	9,123	11,004
Total Shareholders' Equity	8,485	9,585	9,013	8,386
Total Liabilities and Shareholders' Equity	17,608	20,589
Consolidating Adjustments
Current assets:
Intercompany receivables	(1,399)	(1,268)
Total current assets	(1,399)	(1,268)
Investment in subsidiaries	(29,478)	(29,150)
Intercompany loans receivable	(14,074)	(10,460)
Total Assets	(44,951)	(40,878)
Current liabilities:
Intercompany payables	(1,399)	(1,268)
Total current liabilities	(1,399)	(1,268)
Intercompany loans payable	(14,074)	(10,460)
Total Liabilities	(15,473)	(11,728)
Total Shareholders' Equity	(29,478)	(29,150)
Total Liabilities and Shareholders' Equity	(44,951)	(40,878)
TE Connectivity Ltd. | Consolidating Reportable entities
Current assets:
Intercompany receivables	37	813
Prepaid expenses and other current assets	3	4
Total current assets	40	817
Investment in subsidiaries	10,053	9,505
Intercompany loans receivable	22	22
Total Assets	10,115	10,344
Current liabilities:
Accounts payable	1	2
Accrued and other current liabilities	266	442
Intercompany payables	1,363	311
Total current liabilities	1,630	755
Intercompany loans payable		4
Total Liabilities	1,630	759
Total Shareholders' Equity	8,485	9,585
Total Liabilities and Shareholders' Equity	10,115	10,344
TEGSA | Consolidating Reportable entities
Current assets:
Cash and cash equivalents			1
Intercompany receivables	1,314	389
Prepaid expenses and other current assets	17	4
Total current assets	1,331	393
Investment in subsidiaries	19,425	19,645
Intercompany loans receivable	3,739	2,328
Other assets	14	27
Total Assets	24,509	22,393
Current liabilities:
Short-term debt	330	498
Accrued and other current liabilities	57	75
Intercompany payables		824
Total current liabilities	387	1,397
Long-term debt	3,737	3,385
Intercompany loans payable	10,314	8,106
Other liabilities	18
Total Liabilities	14,456	12,888
Total Shareholders' Equity	10,053	9,505
Total Liabilities and Shareholders' Equity	24,509	22,393
Other Subsidiaries | Consolidating Reportable entities
Current assets:
Cash and cash equivalents	647	3,329	$ 2,456	$ 1,403
Accounts receivable, net	2,046	2,120
Inventories	1,596	1,615
Intercompany receivables	48	66
Prepaid expenses and other current assets	466	468
Deferred income taxes		345
Total current assets	4,803	7,943
Property, plant, and equipment, net	3,052	2,920
Goodwill	5,492	4,824
Intangible assets, net	1,879	1,555
Deferred income taxes	2,111	2,144
Intercompany loans receivable	10,313	8,110
Receivable from Tyco International plc and Covidien plc	12	964
Other assets	273	270
Total Assets	27,935	28,730
Current liabilities:
Short-term debt	1
Accounts payable	1,089	1,141
Accrued and other current liabilities	1,114	1,232
Deferred revenue	208	185
Intercompany payables	36	133
Total current liabilities	2,448	2,691
Long-term debt	2	1
Intercompany loans payable	3,760	2,350
Long-term pension and postretirement liabilities	1,502	1,327
Deferred income taxes	207	329
Income taxes	247	1,954
Other liabilities	344	433
Total Liabilities	8,510	9,085
Total Shareholders' Equity	19,425	19,645
Total Liabilities and Shareholders' Equity	$ 27,935	$ 28,730

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Tyco Electronics Group S.A. - Cash Flows (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	$ 2,019	$ 1,619	$ 1,804
Net cash provided by (used in) discontinued operating activities	(97)	294	279
Net cash provided by operating activities	1,922	1,913	2,083
Cash Flows From Investing Activities:
Capital expenditures	(628)	(600)	(635)
Proceeds from sale of property, plant, and equipment	8	17	129
Acquisition of businesses, net of cash acquired	(1,336)	(1,725)	(522)
Proceeds from divestiture of business, net of cash retained by sold business	333		3
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations	(19)	2,957
Other	61	12	(13)
Net cash provided by (used in) continuing investing activities	(1,581)	661	(1,038)
Net cash used in discontinued investing activities		(25)	(37)
Net cash provided by (used in) investing activities	(1,581)	636	(1,075)
Cash Flows From Financing Activities:
Net increase (decrease) in commercial paper	330	(328)	(23)
Proceeds from issuance of debt	352	617	1,322
Repayment of debt	(501)	(473)	(360)
Proceeds from exercise of share options	90	103	156
Repurchase of common shares	(2,787)	(1,023)	(578)
Payment of common share dividends to shareholders	(509)	(502)	(443)
Transfers (to) from discontinued operations	(97)	269	242
Other	(5)		(9)
Net cash provided by (used in) continuing financing activities	(3,127)	(1,337)	307
Net cash provided by (used in) discontinued financing activities	97	(269)	(242)
Net cash provided by (used in) financing activities	(3,030)	(1,606)	65
Effect of currency translation on cash	7	(71)	(19)
Net increase (decrease) in cash and cash equivalents	(2,682)	872	1,054
Cash and cash equivalents at beginning of fiscal year	3,329	2,457	1,403
Cash and cash equivalents at end of fiscal year	647	3,329	2,457
Consolidating Adjustments
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	(336)	(2,661)	(1,882)
Net cash provided by operating activities	(336)	(2,661)	(1,882)
Cash Flows From Investing Activities:
Intercompany distributions receipts	(2,811)		(99)
Change in intercompany loans	1,244	1,304	(347)
Net cash provided by (used in) continuing investing activities		1,304	(446)
Net cash provided by (used in) investing activities	(1,567)	1,304	(446)
Cash Flows From Financing Activities:
Intercompany distributions	3,147	2,661	1,981
Loan activity with parent	(1,244)	(1,304)	347
Net cash provided by (used in) continuing financing activities	1,903	1,357	2,328
Net cash provided by (used in) financing activities	1,903	1,357	2,328
TE Connectivity Ltd. | Consolidating Reportable entities
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	(37)	1,186	(296)
Net cash provided by operating activities	(37)	1,186	(296)
Cash Flows From Investing Activities:
Intercompany distributions receipts	1,082
Net cash provided by (used in) investing activities	1,082
Cash Flows From Financing Activities:
Changes in parent company equity	410	80	67
Repurchase of common shares	(2,780)	(916)	(127)
Payment of common share dividends to shareholders	(513)	(515)	(452)
Loan activity with parent	1,838	165	808
Net cash provided by (used in) continuing financing activities	(1,045)	(1,186)	296
Net cash provided by (used in) financing activities	(1,045)	(1,186)	296
TEGSA | Consolidating Reportable entities
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	211	1,270	1,829
Net cash provided by operating activities	211	1,270	1,829
Cash Flows From Investing Activities:
Proceeds from divestiture of business, net of cash retained by sold business	199
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations	(120)	709
Intercompany distributions receipts	1,729		99
Change in intercompany loans	(1,244)	(1,304)	347
Net cash provided by (used in) continuing investing activities		(595)	446
Net cash provided by (used in) investing activities	564	(595)	446
Cash Flows From Financing Activities:
Changes in parent company equity	300	624	(3,259)
Net increase (decrease) in commercial paper	330	(328)	(23)
Proceeds from issuance of debt	349	617	1,322
Repayment of debt	(500)	(250)	(303)
Intercompany distributions	(1,250)	(1,335)
Other	(4)	(4)	(11)
Net cash provided by (used in) continuing financing activities	(775)	(676)	(2,274)
Net cash provided by (used in) financing activities	(775)	(676)	(2,274)
Net increase (decrease) in cash and cash equivalents		(1)	1
Cash and cash equivalents at beginning of fiscal year		1
Cash and cash equivalents at end of fiscal year			1
Other Subsidiaries | Consolidating Reportable entities
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	2,181	1,824	2,153
Net cash provided by (used in) discontinued operating activities	(97)	294	279
Net cash provided by operating activities	2,084	2,118	2,432
Cash Flows From Investing Activities:
Capital expenditures	(628)	(600)	(635)
Proceeds from sale of property, plant, and equipment	8	17	129
Acquisition of businesses, net of cash acquired	(1,336)	(1,725)	(522)
Proceeds from divestiture of business, net of cash retained by sold business	134		3
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations	101	2,248
Other	61	12	(13)
Net cash provided by (used in) continuing investing activities		(48)	(1,038)
Net cash used in discontinued investing activities		(25)	(37)
Net cash provided by (used in) investing activities	(1,660)	(73)	(1,075)
Cash Flows From Financing Activities:
Changes in parent company equity	(710)	(704)	3,192
Proceeds from issuance of debt	3
Repayment of debt	(1)	(223)	(57)
Proceeds from exercise of share options	90	103	156
Repurchase of common shares	(7)	(107)	(451)
Payment of common share dividends to shareholders	4	13	9
Intercompany distributions	(1,897)	(1,326)	(1,981)
Loan activity with parent	(594)	1,139	(1,155)
Transfers (to) from discontinued operations	(97)	269	242
Other	(1)	4	2
Net cash provided by (used in) continuing financing activities	(3,210)	(832)	(43)
Net cash provided by (used in) discontinued financing activities	97	(269)	(242)
Net cash provided by (used in) financing activities	(3,113)	(1,101)	(285)
Effect of currency translation on cash	7	(71)	(19)
Net increase (decrease) in cash and cash equivalents	(2,682)	873	1,053
Cash and cash equivalents at beginning of fiscal year	3,329	2,456	1,403
Cash and cash equivalents at end of fiscal year	$ 647	$ 3,329	$ 2,456

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SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Allowance for doubtful accounts receivable
Valuation and qualifying accounts.
Balance at Beginning of Year	$ 18	$ 14	$ 29
Additions Charged to Costs and Expenses		2	2
Acquisitions, Divestitures and Other	1	3
Deductions	(2)	(1)	(17)
Balance at End of Year	17	18	14
Valuation allowance on deferred tax assets
Valuation and qualifying accounts.
Balance at Beginning of Year	3,237	1,706	1,801
Additions Charged to Costs and Expenses	283	1,627	285
Acquisitions, Divestitures and Other	1	1
Deductions	(425)	(97)	(380)
Balance at End of Year	$ 3,096	$ 3,237	$ 1,706