8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2016

TE CONNECTIVITY LTD.

(Exact Name of Registrant as Specified in its Charter)

Switzerland	98-0518048
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

001-33260
(Commission File Number)

Rheinstrasse 20

CH-8200 Schaffhausen

Switzerland

(Address of Principal Executive Offices, including Zip Code)

+41 (0)52 633 66 61

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On April 20, 2016, TE Connectivity Ltd. (the “Company”) issued a press release reporting the Company’s second quarter results for fiscal 2016. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 2.02.

Item 7.01.  Regulation FD Disclosure

The Company will hold a conference call and webcast on April 20, 2016 (see information in the press release attached hereto as Exhibit 99.1 under “Conference Call and Webcast”).  A copy of the slide materials to be discussed at the conference call and webcast is being furnished pursuant to Regulation FD as Exhibit 99.2 and is incorporated herein by reference, and the slide materials also can be accessed at the “Investors” section of the Company’s website (www.te.com).

Item 9.01.  Financial Statements and Exhibits

(d)        Exhibits

Exhibit No.	Description
99.1	Press release issued April 20, 2016
99.2	Presentation - TE Connectivity Q2 2016 Earnings Call (April 20, 2016)

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SIGNATURES

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

TE CONNECTIVITY LTD.
(Registrant)
By:	/s/ Mario Calastri
	Mario Calastri
	Senior Vice President, Treasurer, and Acting Chief Financial Officer

Date: April 20, 2016

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EX-99.1

Exhibit 99.1

TE CONNECTIVITY POSTS SOLID FISCAL 2016 SECOND QUARTER RESULTS

Adjusted EPS of $0.90, above the mid-point of guidance; GAAP EPS of $1.06

SCHAFFHAUSEN, Switzerland — April 20, 2016 — TE Connectivity Ltd. (NYSE: TEL) today reported results for the fiscal second quarter ended March 25, 2016.

Second Quarter Highlights

·Net sales of $2.95 billion

·Adjusted Earnings Per Share (EPS) were $0.90, above the mid-point of guidance

·Diluted Earnings Per Share from Continuing Operations (GAAP EPS) were $1.06

·Free cash flow was $165 million

·Returned $1.2 billion to shareholders through share buybacks and dividends

·Completed the acquisition of Creganna Medical Group (closed April 4, 2016), and the sale of the Circuit Protection business

·Named a 2016 World’s Most Ethical Company by Ethisphere Institute

“I am pleased we exceeded the midpoint of our adjusted EPS guidance range. The company continues to execute well in a sluggish global economic environment,” said TE Connectivity Chairman and CEO Tom Lynch. “Organic growth in our Transportation Solutions segment and SubCom business was offset by continued weakness in industrial-related markets.

“We strengthened our harsh environment portfolio with the acquisition of Creganna and the sale of the Circuit Protection business. The Creganna acquisition doubles our medical business to about $500 million in revenue and establishes TE as a leader in the high-growth minimally invasive medical device market.

“For the full year, we are reiterating our adjusted EPS guidance of $4.00 at the midpoint, an increase of 11 percent over the prior year. This outlook reflects a return to sales growth in the second half of the fiscal year and continued benefits from our strong operating model.”

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FISCAL SECOND QUARTER RESULTS

The company reported net sales of $2.95 billion, compared to prior year sales of $3.08 billion. Adjusted EPS were $0.90, compared to $0.91 in the prior year. GAAP EPS were $1.06, compared to $0.77 in the prior year. Free cash flow was $165 million for the quarter.

GAAP EPS included $64 million of income from net restructuring and other charges (credits) partially offset by $6 million of expense from acquisition related charges and tax items.

Total company orders were $2.7 billion, up 1 percent sequentially, excluding SubCom. The book-to-bill ratio was 1.00, excluding SubCom.

OUTLOOK

For the fiscal third quarter 2016, the company expects net sales of $3.0 billion to $3.2 billion and adjusted EPS of $1.00 to $1.06. GAAP EPS are expected to be $0.90 to $0.96, including acquisition related charges of $0.03, and restructuring and other charges of $0.07.

For the full year, the company expects net sales of $12.1 billion to $12.5 billion and adjusted EPS of $3.90 to $4.10. GAAP EPS are expected to be $3.92 to $4.12, including acquisition related charges of $0.06, net restructuring and other credits of $0.01, and tax-related income of $0.07. The outlook includes the Creganna acquisition, reduced impact from foreign exchange headwinds and the impact of a 53rd week.

The outlook assumes foreign exchange and commodity rates that are consistent with current levels. Information about TE Connectivity’s use of non-GAAP financial measures is provided below. For a reconciliation of these non-GAAP financial measures, see the attached tables.

OTHER ITEMS

Earlier today, the company announced the acquisition of Jaquet Technology Group AG (JAQUET), a sensor company with speed sensing products for the automotive and industrial markets. The transaction is subject to obtaining the necessary regulatory approvals and is expected to close later in the company’s fiscal year. Learn more at http://www.te.com/usa-en/products/sensors.html

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CONFERENCE CALL AND WEBCAST

·Internet users will be able to access the company’s earnings webcast, including slide materials, at the Investors section of TE Connectivity’s website: http://investors.te.com.

·The company will hold a conference call for investors today at 8:30 a.m. ET. For both listen-only participants and those participants who wish to take part in the question-and-answer portion of the call, the dial-in number in the United States is (800) 230-1074, and for international callers, the dial-in number is (612) 234-9960.

·An audio replay of the conference call will be available beginning at 10:30 a.m. ET on April 20, 2016, and ending at 11:59 p.m. ET on April 27, 2016. The dial-in number for participants in the United States is (800) 475-6701. For participants outside the United States, the dial-in number is (320) 365-3844. The replay access code for all callers is 390294.

NON-GAAP MEASURES

“Organic Sales Growth,” “Adjusted Operating Income,” “Adjusted Operating Margin,” “Adjusted Other Income, Net,” “Adjusted Income Tax Expense,” “Adjusted Income from Continuing Operations,” “Adjusted Earnings Per Share” and “Free Cash Flow” are non-GAAP measures and should not be considered replacements for results in accordance with accounting principles generally accepted in the U.S. (“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 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 Sales Growth consists of the impact from foreign currency exchange rates and acquisitions and divestitures, if any. Organic Sales Growth is a useful measure of our performance because it excludes items that: i) are not completely under management’s control, such as the impact of changes in foreign currency exchange rates; or ii) do not reflect the underlying growth of the company, such as acquisition and divestiture activity.

·Adjusted Operating Income — represents operating income (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We utilize Adjusted Operating Income to assess segment level core operating performance and to provide insight to management in evaluating segment operating plan execution and underlying market conditions. It also is a significant component in our incentive compensation plans. Adjusted Operating Income is a useful measure for investors because it provides insight into our underlying operating results, trends, and the comparability of these results between periods.

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·Adjusted Operating Margin — represents operating margin (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We present Adjusted Operating Margin before special items to give investors a perspective on the underlying business results. This measure should be considered in conjunction with operating margin calculated using our GAAP results in order to understand the amounts, character and impact of adjustments to operating margin.

·Adjusted Other Income, Net — represents other income, net (the most comparable GAAP measure) before special items including tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, if any. We present Adjusted Other Income, Net as we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP.

·Adjusted Income Tax Expense — represents income tax expense (the most comparable GAAP measure) after adjusting for the tax effect of special items including charges related to restructuring and other charges, acquisition related charges, impairment charges, other income or charges, and certain significant special tax items, if any. We present Adjusted Income Tax Expense to provide investors further information regarding the tax effects of adjustments used in determining the non-GAAP financial measure Adjusted Income from Continuing Operations (as defined below).

·Adjusted Income from Continuing Operations — represents income from continuing operations (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items, other income or charges, if any, and, if applicable, the related tax effects. We present Adjusted Income from Continuing Operations as we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. Adjusted Income from Continuing Operations provides additional information regarding our underlying operating results, trends and the comparability of these results between periods.

·Adjusted Earnings Per Share — represents diluted earnings per share from continuing operations (the most comparable GAAP measure) before special items, including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items, other income or charges, if any, and, if applicable, the related tax effects. We present Adjusted Earnings Per Share because we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. We believe such a measure provides insight into our underlying operating results, trends and the comparability of these results between periods since it excludes the impact of special items, which may recur, but tend to be irregular as to timing. It also is a significant component in our incentive compensation plans.

·Free Cash Flow (FCF) — 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. Net capital expenditures consist of capital expenditures less proceeds from the sale of property, plant, and

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equipment. These items are subtracted because they represent long-term commitments. Voluntary pension contributions are excluded from the GAAP measure because this activity is driven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters, are also considered by management in evaluating Free Cash Flow.

Free Cash Flow subtracts certain cash items that are ultimately within management’s and the Board of Directors’ discretion to direct and may imply that there is less or more cash available for our programs than the most comparable GAAP measure indicates. It should not be inferred that the entire Free Cash Flow amount is available for future discretionary expenditures, as our definition of Free Cash Flow does not consider certain non-discretionary expenditures, such as debt payments. In addition, we may have other discretionary expenditures, such as discretionary dividends, share repurchases, and business acquisitions, that are not considered in the calculation of Free Cash Flow.

FORWARD-LOOKING STATEMENTS

This release contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this release include statements addressing our future financial condition and operating results. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as conditions affecting demand for products, particularly in the automotive and data and devices industries; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; the possible effects on us of changes in tax laws, tax treaties and other legislation; the risk that the conditions precedent to our proposed tax litigation settlement with the IRS relating to our intercompany debt dispute are not met and the intercompany debt dispute is not settled; the risk that Creganna’s operations will not be successfully integrated into ours; and the risk that revenue opportunities, cost savings and other anticipated synergies from the Creganna acquisition may not be fully realized or may take longer to realize than expected.  More detailed information about these and other factors is set forth in TE Connectivity Ltd.’s Annual Report on Form 10-K for the fiscal year ended Sept. 25, 2015 as well as in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission.

ABOUT TE CONNECTIVITY

TE Connectivity (NYSE: TEL) is a $12 billion global technology leader. Our connectivity and sensor solutions are essential in today’s increasingly connected world. We collaborate with engineers to transform their concepts into creations — redefining what’s possible using intelligent, efficient and high-performing TE products and

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solutions proven in harsh environments. Our 72,000 people, including over 7,000 engineers, partner with customers in close to 150 countries across a wide range of industries. We believe EVERY CONNECTION COUNTS — www.TE.com.

# # #

Contacts: Media Relations: Amy Shah TE Connectivity 610-893-9555 media@te.com Investor Relations: Sujal Shah TE Connectivity 610-893-9790 Sujal.shah@te.com

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TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Quarters Ended						For the Six Months Ended
	March 25,			March 27,			March 25,			March 27,
	2016			2015			2016			2015
	(in millions, except per share data)
Net sales	$	2,952		$	3,082		$	5,785		$	6,131
Cost of sales	1,990			2,031			3,878			4,060
Gross margin	962			1,051			1,907			2,071
Selling, general, and administrative expenses	367			391			707			777
Research, development, and engineering expenses	156			160			318			320
Acquisition and integration costs	3			14			8			38
Restructuring and other charges (credits), net	(99		)	38			(59		)	63
Operating income	535			448			933			873
Interest income	4			4			10			9
Interest expense	(32		)	(37		)	(62		)	(71		)
Other income (expense), net	12			(5		)	20			(75		)
Income from continuing operations before income taxes	519			410			901			736
Income tax (expense) benefit	(130		)	(94		)	(188		)	15
Income from continuing operations	389			316			713			751
Income (loss) from discontinued operations, net of income taxes	(9		)	283			20			320
Net income	$	380		$	599		$	733		$	1,071
Basic earnings per share:
Income from continuing operations	$	1.07		$	0.78		$	1.90		$	1.85
Income (loss) from discontinued operations	(0.02		)	0.70			0.05			0.79
Net income	1.04			1.47			1.95			2.63
Diluted earnings per share:
Income from continuing operations	$	1.06		$	0.77		$	1.88		$	1.82
Income (loss) from discontinued operations	(0.02		)	0.69			0.05			0.77
Net income	1.03			1.45			1.93			2.59
Dividends paid per common share	$	0.33		$	0.29		$	0.66		$	0.58
Weighted-average number of shares outstanding:
Basic	364			407			375			407
Diluted	368			413			379			413

TE CONNECTIVITY LTD.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	March 25,			September 25,
	2016			2015
	(in millions, except share data)
Assets
Current assets:
Cash and cash equivalents	$	1,150		$	3,329
Accounts receivable, net of allowance for doubtful accounts of $17 and $18, respectively	2,095			2,120
Inventories	1,635			1,615
Prepaid expenses and other current assets	534			476
Deferred income taxes	—			345
Total current assets	5,414			7,885
Property, plant, and equipment, net	2,899			2,920
Goodwill	4,673			4,824
Intangible assets, net	1,435			1,555
Deferred income taxes	2,458			2,144
Receivable from Tyco International plc and Covidien plc	679			964
Other assets	283			297
Total Assets	$	17,841		$	20,589
Liabilities and Shareholders’ Equity
Current liabilities:
Current maturities of long-term debt	$	152		$	498
Accounts payable	1,116			1,143
Accrued and other current liabilities	1,719			1,749
Deferred revenue	110			185
Total current liabilities	3,097			3,575
Long-term debt	3,732			3,386
Long-term pension and postretirement liabilities	1,315			1,327
Deferred income taxes	291			329
Income taxes	1,552			1,954
Other liabilities	448			433
Total Liabilities	10,435			11,004
Commitments and contingencies
Shareholders’ Equity:
Common shares, 414,064,381 shares authorized and issued, CHF 0.57 par value	182			182
Contributed surplus	3,765			4,359
Accumulated earnings	7,406			6,673
Treasury shares, at cost, 56,563,475 and 20,071,089 shares, respectively	(3,498		)	(1,256		)
Accumulated other comprehensive loss	(449		)	(373		)
Total Shareholders’ Equity	7,406			9,585
Total Liabilities and Equity	$	17,841		$	20,589

TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Quarters Ended						For the Six Months Ended
	March 25,			March 27,			March 25,			March 27,
	2016			2015			2016			2015
	(in millions)
Cash Flows From Operating Activities:
Net income	$	380		$	599		$	733		$	1,071
(Income) loss from discontinued operations, net of income taxes	9			(283		)	(20		)	(320		)
Income from continuing operations	389			316			713			751
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	144			147			290			307
Non-cash restructuring charges	6			—			8			15
Deferred income taxes	6			25			(52		)	(54		)
Provision for losses on accounts receivable and inventories	2			10			23			28
Tax sharing (income) expense	(11		)	5			(19		)	74
Share-based compensation expense	21			21			43			44
Gain on divestiture	(146		)	—			(146		)	—
Other	39			16			54			46
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net	(228		)	(53		)	9			(19		)
Inventories	38			(19		)	(61		)	(180		)
Prepaid expenses and other current assets	286			8			302			11
Accounts payable	14			(19		)	(41		)	(11		)
Accrued and other current liabilities	(8		)	(39		)	(138		)	(241		)
Deferred revenue	1			(24		)	(70		)	(80		)
Income taxes	(424		)	(17		)	(396		)	(132		)
Other	26			(27		)	3			(4		)
Net cash provided by continuing operating activities	155			350			522			555
Net cash provided by (used in) discontinued operating activities	(1		)	48			(2		)	138
Net cash provided by operating activities	154			398			520			693
Cash Flows From Investing Activities:
Capital expenditures	(131		)	(156		)	(270		)	(291		)
Proceeds from sale of property, plant, and equipment	—			1			1			6
Acquisition of businesses, net of cash acquired	(6		)	(218		)	(6		)	(1,729		)
Proceeds from divestiture of business, net of cash retained by business sold	261			—			261			—
Other	12			1			29			(2		)
Net cash provided by (used in) continuing investing activities	136			(372		)	15			(2,016		)
Net cash used in discontinued investing activities	—			(7		)	—			(14		)
Net cash provided by (used in) investing activities	136			(379		)	15			(2,030		)
Cash Flows From Financing Activities:
Net increase (decrease) in commercial paper	150			(362		)	150			(92		)
Proceeds from issuance of long-term debt	350			617			350			617
Repayment of long-term debt	(500		)	(250		)	(500		)	(473		)
Proceeds from exercise of share options	27			72			61			88
Repurchase of common shares	(1,274		)	(130		)	(2,523		)	(285		)
Payment of common share dividends to shareholders	(118		)	(118		)	(245		)	(236		)
Transfers (to) from discontinued operations	(1		)	41			(2		)	124
Other	(1		)	(3		)	(5		)	(2		)
Net cash used in continuing financing activities	(1,367		)	(133		)	(2,714		)	(259		)
Net cash provided by (used in) discontinued financing activities	1			(41		)	2			(124		)
Net cash used in financing activities	(1,366		)	(174		)	(2,712		)	(383		)
Effect of currency translation on cash	3			(16		)	(2		)	(40		)
Net decrease in cash and cash equivalents	(1,073		)	(171		)	(2,179		)	(1,760		)
Cash and cash equivalents at beginning of period	2,223			868			3,329			2,457
Cash and cash equivalents at end of period	$	1,150		$	697		$	1,150		$	697
Supplemental Cash Flow Information:
Interest paid	$	20		$	18		$	62		$	64
Income taxes paid, net of refunds	547			85			635			170
Reconciliation to Free Cash Flow:
Net cash provided by continuing operating activities	$	155		$	350		$	522		$	555
Capital expenditures, net	(131		)	(155		)	(269		)	(285		)
Payments related to pre-separation U.S. tax matters, net	139			22			140			26
Payments related to income taxes on the sale of the Broadband Network Solutions business	2			—			9			—
Free cash flow (1)	$	165		$	217		$	402		$	296

(1) Free cash flow is a non-GAAP measure.  See description of non-GAAP measures contained in this release.

TE CONNECTIVITY LTD.

CONSOLIDATED SEGMENT DATA (UNAUDITED)

	For the Quarters Ended				For the Six Months Ended
	March 25,		March 27,		March 25,		March 27,
	2016		2015		2016		2015
	($ in millions)
	Net Sales		Net Sales		Net Sales		Net Sales
Transportation Solutions	$	1,608	$	1,610	$	3,115	$	3,222
Industrial Solutions	738		797		1,447		1,581
Communications Solutions	606		675		1,223		1,328
Total	$	2,952	$	3,082	$	5,785	$	6,131

	Operating		Operating		Operating		Operating		Operating		Operating		Operating		Operating
	Income		Margin		Income		Margin		Income		Margin		Income		Margin
Transportation Solutions	$	289	18.0	%	$	323	20.1	%	$	550	17.7	%	$	618	19.2	%
Industrial Solutions	63		8.5		84		10.5		129		8.9		170		10.8
Communications Solutions	183		30.2		41		6.1		254		20.8		85		6.4
Total	$	535	18.1	%	$	448	14.5	%	$	933	16.1	%	$	873	14.2	%

	Adjusted		Adjusted		Adjusted		Adjusted		Adjusted		Adjusted		Adjusted		Adjusted
	Operating		Operating		Operating		Operating		Operating		Operating		Operating		Operating
	Income (1)		Margin (1)		Income (1)		Margin (1)		Income (1)		Margin (1)		Income (1)		Margin (1)
Transportation Solutions	$	305	19.0	%	$	333	20.7	%	$	585	18.8	%	$	670	20.8	%
Industrial Solutions	84		11.4		112		14.1		162		11.2		210		13.3
Communications Solutions	51		8.4		61		9.0		137		11.2		127		9.6
Total	$	440	14.9	%	$	506	16.4	%	$	884	15.3	%	$	1,007	16.4	%

(1) Adjusted operating income and adjusted operating margin are non-GAAP measures. See description of non-GAAP measures contained in this release.

TE CONNECTIVITY LTD.

RECONCILIATION OF NET SALES GROWTH (UNAUDITED)

																	Percentage of
	Change in Net Sales for the Quarter Ended March 25, 2016																Segment’s Total
	versus Net Sales for the Quarter Ended March 27, 2015																Net Sales for the
									Acquisitions								Quarter Ended
	Organic (1)					Translation (2)			(Divestiture)			Total					March 25, 2016
	($ in millions)
Transportation Solutions (3):
Automotive	$	47		3.9	%	$	(43	)	$	—		$	4		0.3	%	76	%
Commercial Transportation	1			0.7		(4		)	—			(3		)	(1.4	)	13
Sensors	4			1.9		(7		)	—			(3		)	(1.6	)	11
Total	52			3.2		(54		)	—			(2		)	(0.1	)	100	%
Industrial Solutions (3):
Industrial Equipment	(26		)	(7.9	)	(4		)	14			(16		)	(4.9	)	42
Aerospace, Defense, Oil, and Gas	(29		)	(9.6	)	(3		)	2			(30		)	(9.9	)	37
Energy	(4		)	(2.4	)	(9		)	—			(13		)	(7.6	)	21
Total	(59		)	(7.4	)	(16		)	16			(59		)	(7.4	)	100	%
Communications Solutions (3):
Data and Devices	(72		)	(24.2	)	(3		)	(12		)	(87		)	(25.1	)	43
Subsea Communications	30			17.6		—			—			30			17.6		33
Appliances	(10		)	(6.4	)	(2		)	—			(12		)	(7.5	)	24
Total	(52		)	(8.3	)	(5		)	(12		)	(69		)	(10.2	)	100	%
Total	$	(59	)	(2.0	)%	$	(75	)	$	4		$	(130	)	(4.2	)%

																	Percentage of
	Change in Net Sales for the Six Months Ended March 25, 2016																Segment’s Total
	versus Net Sales for the Six Months Ended March 27, 2015																Net Sales for the
									Acquisitions								Six Months Ended
	Organic (1)					Translation (2)			(Divestiture)			Total					March 25, 2016
	($ in millions)
Transportation Solutions (3):
Automotive	$	58		2.4	%	$	(138	)	$	—		$	(80	)	(3.3	)%	75	%
Commercial Transportation	(9		)	(2.1	)	(17		)	—			(26		)	(6.2	)	13
Sensors	19			5.3		(20		)	—			(1		)	(0.3	)	12
Total	68			2.1		(175		)	—			(107		)	(3.3	)	100	%
Industrial Solutions (3):
Industrial Equipment	(49		)	(7.6	)	(19		)	30			(38		)	(6.0	)	41
Aerospace, Defense, Oil, and Gas	(62		)	(10.3	)	(15		)	7			(70		)	(11.8	)	36
Energy	2			0.5		(28		)	—			(26		)	(7.4	)	23
Total	(109		)	(6.9	)	(62		)	37			(134		)	(8.5	)	100	%
Communications Solutions (3):
Data and Devices	(142		)	(23.8	)	(11		)	(31		)	(184		)	(26.0	)	43
Subsea Communications	119			39.1		—			—			119			39.1		34
Appliances	(31		)	(9.8	)	(9		)	—			(40		)	(12.6	)	23
Total	(54		)	(4.4	)	(20		)	(31		)	(105		)	(7.9	)	100	%
Total	$	(95	)	(1.6	)%	$	(257	)	$	6		$	(346	)	(5.6	)%

(1) Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes in foreign currency exchange rates. Organic net sales growth is a non-GAAP measure. See description of non-GAAP measures contained in this release.

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

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

TE CONNECTIVITY LTD.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

For the Quarter Ended March 25, 2016

(UNAUDITED)

				Adjustments
							Restructuring
				Acquisition			and Other
				Related			Charges			Tax		Adjusted
	U.S. GAAP			Charges (1)			(Credits), Net (1)(2)			Items		(Non-GAAP) (3)
	($ in millions, except per share data)
Operating Income:
Transportation Solutions	$	289		$	1		$	15		$	—	$	305
Industrial Solutions	63			3			18			—		84
Communications Solutions	183			—			(132		)	—		51
Total	$	535		$	4		$	(99	)	$	—	$	440
Operating Margin	18.1		%									14.9		%
Other Income, Net	$	12		$	—		$	—		$	—	$	12
Income Tax Expense	$	(130	)	$	(1	)	$	35		$	3	$	(93	)
Income from Continuing Operations	$	389		$	3		$	(64	)	$	3	$	331
Diluted Earnings per Share from Continuing Operations	$	1.06		$	0.01		$	(0.17	)	$	0.01	$	0.90

(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

(2) Includes the gain on the divestiture of our Circuit Protection Devices business.

(3) See description of non-GAAP measures contained in this release.

TE CONNECTIVITY LTD.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

For the Quarter Ended March 27, 2015

(UNAUDITED)

				Adjustments
				Acquisition			Restructuring
				Related			and Other			Tax		Adjusted
	U.S. GAAP			Charges (1)(2)			Charges, Net (2)			Items (3)		(Non-GAAP) (4)
	($ in millions, except per share data)
Operating Income:
Transportation Solutions	$	323		$	10		$	—		$	—	$	333
Industrial Solutions	84			12			16			—		112
Communications Solutions	41			—			20			—		61
Total	$	448		$	22		$	36		$	—	$	506
Operating Margin	14.5		%									16.4		%
Other Income (Expense), Net	$	(5	)	$	—		$	—		$	11	$	6
Income Tax Expense	$	(94	)	$	(4	)	$	(10	)	$	5	$	(103	)
Income from Continuing Operations	$	316		$	18		$	26		$	16	$	376
Diluted Earnings per Share from Continuing Operations	$	0.77		$	0.04		$	0.06		$	0.04	$	0.91

(1) Includes $6 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales, $14 million of acquisition and integration costs, and $2 million of restructuring costs.

(2) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

(3) Includes an income tax charge for the estimated tax impacts of certain intercompany dividends related to the restructuring and anticipated sale of the Broadband Network Solutions business. Also includes an income tax benefit associated with the settlement of audits of prior year income tax returns and the related impact to other expense pursuant to the tax sharing agreement with Tyco International and Covidien.

(4) See description of non-GAAP measures contained in this release.

TE CONNECTIVITY LTD.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

For the Six Months Ended March 25, 2016

(UNAUDITED)

				Adjustments
							Restructuring
				Acquisition			and Other
				Related			Charges			Tax			Adjusted
	U.S. GAAP			Charges (1)			(Credits), Net (1)(2)			Items (3)			(Non-GAAP) (4)
	($ in millions, except per share data)
Operating Income:
Transportation Solutions	$	550		$	4		$	31		$	—		$	585
Industrial Solutions	129			6			27			—			162
Communications Solutions	254			—			(117		)	—			137
Total	$	933		$	10		$	(59	)	$	—		$	884
Operating Margin	16.1		%										15.3		%
Other Income, Net	$	20		$	—		$	—		$	—		$	20
Income Tax Expense	$	(188	)	$	(3	)	$	23		$	(25	)	$	(193	)
Income from Continuing Operations	$	713		$	7		$	(36	)	$	(25	)	$	659
Diluted Earnings per Share from Continuing Operations	$	1.88		$	0.02		$	(0.09	)	$	(0.07	)	$	1.74

(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

(2) Includes the gain on the divestiture of our Circuit Protection Devices business.

(3) Includes income tax benefits related to deferred tax assets recognized in connection with the sale of the Circuit Protection Devices business.

(4) See description of non-GAAP measures contained in this release.

TE CONNECTIVITY LTD.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

For the Six Months Ended March 27, 2015

(UNAUDITED)

				Adjustments
				Acquisition			Restructuring
				Related			and Other			Tax			Adjusted
	U.S. GAAP			Charges (1)(2)			Charges, Net (2)			Items (3)			(Non-GAAP) (4)
	($ in millions, except per share data)
Operating Income:
Transportation Solutions	$	618		$	51		$	1		$	—		$	670
Industrial Solutions	170			22			18			—			210
Communications Solutions	85			—			42			—			127
Total	$	873		$	73		$	61		$	—		$	1,007
Operating Margin	14.2		%										16.4		%
Other Income (Expense), Net	$	(75	)	$	—		$	—		$	94		$	19
Income Tax (Expense) Benefit	$	15		$	(18	)	$	(11	)	$	(206	)	$	(220	)
Income from Continuing Operations	$	751		$	55		$	50		$	(112	)	$	744
Diluted Earnings per Share from Continuing Operations	$	1.82		$	0.13		$	0.12		$	(0.27	)	$	1.80

(1) Includes $33 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales, $38 million of acquisition and integration costs, and $2 million of restructuring costs.

(2) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

(3) Includes $202 million of income tax benefits associated with the settlement of audits of prior year income tax returns as well as the related impact of $94 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax benefits related to the impacts of certain non-U.S. tax law changes and the associated reduction in the valuation allowance for tax loss carryforwards and an income tax charge for the estimated tax impacts of certain intercompany dividends related to the restructuring and anticipated sale of the Broadband Network Solutions business.

(4) See description of non-GAAP measures contained in this release.

TE CONNECTIVITY LTD.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

For the Quarter Ended June 26, 2015

(UNAUDITED)

				Adjustments
				Acquisition			Restructuring
				Related			and Other			Tax			Adjusted
	U.S. GAAP			Charges (1)(2)			Charges, Net (2)			Items			(Non-GAAP) (3)
	($ in millions, except per share data)
Operating Income:
Transportation Solutions	$	303		$	5		$	9		$	—		$	317
Industrial Solutions	98			5			6			—			109
Communications Solutions	68			—			3			—			71
Total	$	469		$	10		$	18		$	—		$	497
Operating Margin	15.0		%										15.9		%
Other Income, Net	$	11		$	—		$	—		$	(5	)	$	6
Income Tax Expense	$	(100	)	$	(5	)	$	(1	)	$	2		$	(104	)
Income from Continuing Operations	$	351		$	5		$	17		$	(3	)	$	370
Diluted Earnings per Share from Continuing Operations	$	0.85		$	0.01		$	0.04		$	(0.01	)	$	0.90

(1) Includes $8 million of acquisition and integration costs, $1 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales, and $1 million of restructuring costs.

(2) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

(3) See description of non-GAAP measures contained in this release.

TE CONNECTIVITY LTD.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

For the Year Ended September 25, 2015

(UNAUDITED)

				Adjustments
				Acquisition			Restructuring
				Related			and Other			Tax			Adjusted
	U.S. GAAP			Charges (1)(2)			Charges, Net (2)			Items (3)			(Non-GAAP) (4)
	($ in millions, except per share data)
Operating Income:
Transportation Solutions	$	1,193		$	61		$	39		$	—		$	1,293
Industrial Solutions	352			33			44			—			429
Communications Solutions	204			—			66			—			270
Total	$	1,749		$	94		$	149		$	—		$	1,992
Operating Margin	14.3		%										16.3		%
Other Income (Expense), Net	$	(55	)	$	—		$	—		$	84		$	29
Income Tax Expense	$	(337	)	$	(22	)	$	(29	)	$	(36	)	$	(424	)
Income from Continuing Operations	$	1,238		$	72		$	120		$	48		$	1,478
Diluted Earnings per Share from Continuing Operations	$	3.01		$	0.18		$	0.29		$	0.12		$	3.60

(1) Includes $55 million of acquisition and integration costs, $36 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales, and $3 million of restructuring costs.

(2) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

(3) Includes $264 million of income tax benefits associated with the settlement of audits of prior year income tax returns as well as the related impact of $84 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes $216 million of income tax charges associated with the tax impacts of certain intercompany legal entity restructurings made in connection with our integration of Measurement Specialties, Inc. and $29 million of income tax charges for the tax impacts of certain intercompany dividends related to the restructuring and sale of the Broadband Network Solutions business.

(4) See description of non-GAAP measures contained in this release.

TE CONNECTIVITY LTD.

RECONCILIATION OF FORWARD-LOOKING NON-GAAP FINANCIAL MEASURES

TO FORWARD-LOOKING GAAP FINANCIAL MEASURES

As of April 20, 2016

(UNAUDITED)

	Outlook for
	Quarter Ending
	June 24,		Outlook for
	2016		Fiscal 2016
Diluted earnings per share from continuing operations (GAAP)	$0.90 - $0.96		$3.92 - $4.12
Restructuring and other charges (credits), net	0.07		(0.01	)
Acquisition related charges	0.03		0.06
Tax items	—		(0.07	)
Adjusted diluted earnings per share from continuing operations (non-GAAP) (1)	$1.00 - $1.06		$3.90 - $4.10
Net sales growth (GAAP)	(3) - 4	%	(1) - 2	%
Translation	1		2
(Acquisitions) divestitures	(1	)	—
Organic net sales growth (non-GAAP) (1)	(3) - 4	%	1 - 4	%

(1) See description of non-GAAP measures contained in this release.

EX-99.2

Exhibit 99.2

Q2 2016 Earnings April 20, 2016

Forward-Looking Statements and Non-GAAP Measures 2 Forward-Looking Statements This presentation contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this presentation include statements addressing our future financial condition and operating results. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as conditions affecting demand for products, particularly in the automotive and data and devices industries; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; the possible effects on us of changes in tax laws, tax treaties and other legislation; the risk that the conditions precedent to our proposed tax litigation settlement with the IRS relating to our intercompany debt dispute are not met and the intercompany debt dispute is not settled; the risk that Creganna Medical's operations will not be successfully integrated into ours; and the risk that revenue opportunities, cost savings and other anticipated synergies from the Creganna Medical acquisition may not be fully realized or may take longer to realize than expected. More detailed information about these and other factors is set forth in TE Connectivity Ltd.’s Annual Report on Form 10-K for the fiscal year ended Sept. 25, 2015 as well as in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission. Non-GAAP Measures Where we have used non-GAAP financial measures, reconciliations to the most comparable GAAP measure are provided, along with a disclosure on the usefulness of the non-GAAP measure, in this presentation.

Adjusted EPS above the midpoint of guidance in a challenging macro environment Continued slow recovery in Industrial markets; China excluding Auto remains sluggish Reiterating full year guidance of $12.3B in sales and adjusted EPS of $4.00 Returned $1.2B to shareholders; generated $165M in free cash flow Continued execution of our Harsh strategy Completed Creganna acquisition and announced tuck-in acquisition in Sensors Completed sale of Circuit Protection business SubCom business momentum continues New program Hawaiki in force, adds $200M of lifetime revenue Total value of programs in force ~$1B Adjusted EPS and Free Cash Flow are non-GAAP measures; see Appendix for description and reconciliation. Earnings Highlights 3

FY15 FY16 FY16 Q2 Q1 Q2 Transportation 1,653 1,583 1,550 Industrial 828 728 764 Communications Ex SubCom 513 408 425 Total TE Ex SubCom 2,994 2,719 2,739 Total TE Ex SubCom @ Constant Currency 2,952 2,758 2,786 Book to Bill Ex SubCom 1.03 1.04 1.00 Segment Orders Summary ($ in millions) 4 Transportation orders remain solid Auto demand steady, Q2 impacted by a customer backlog correction Industrial continues to recover with Q/Q growth in OEM and distribution orders Communications orders grew 4% Q/Q China orders recovering, driven by Auto; other markets remain sluggish SubCom – new Hawaiki program now in force

Y/Y Growth Rates Actual Organic Automotive $1,215 0% 4% Commercial Transportation $208 (1)% 1% Sensors $185 (2)% 2% Transportation Solutions $1,608 (0)% 3% $ in Millions Sales Automotive organic sales growth driven by strength in China and EMEA Commercial Transportation organic growth driven by China and EMEA heavy truck markets, offset by weakness in North America Sensors 2% organic growth impacted by weakness in Industrial markets Y/Y adjusted operating margin decline driven by currency impacts and investment for growth Business Performance Actual Flat Organic Up 3% Actual Organic Orders $1,550 (6)% (2)% Adjusted Operating Margin Operating margins up sequentially and in line with expectations Organic Sales Growth, Adjusted Operating Income and Adjusted Operating Margin are non-GAAP measures; see Appendix for description and reconciliation. Transportation Solutions 5 20.7% 19.0% Q2 2015 Q2 2016 $1,610 $1,608 Q2 2015 Q2 2016

Y/Y Growth Rates Actual Organic Industrial Equipment $308 (5)% (8)% Aerospace & Defense 242 (2)% (2)% Oil and Gas 31 (44)% (42)% Energy 157 (8)% (2)% Industrial Solutions $738 (7)% (7)% $ in Millions Sales EMEA stable, with weakness driven by NA supply chain corrections and China slowdown Aerospace & Defense declines driven by Defense-related distribution softness; Aerospace up Y/Y O&G market remains weak with impact to adjacent industries Adjusted Operating Margin down Y/Y driven primarily by declines in Oil & Gas Business Performance Actual Down 7% Organic Down 7% Adjusted Operating Margin Operating margin up sequentially and expected to improve in 2H Industrial Solutions 6 Organic Sales Growth, Adjusted Operating Income and Adjusted Operating Margin are non-GAAP measures; see Appendix for description and reconciliation. Actual Organic Orders $764 (8)% (9)% 14.1% 11.4% Q2 2015 Q2 2016 $797 $738 Q2 2015 Q2 2016

Y/Y Growth Rates Actual Organic SubCom $200 18% 18% Appliances $147 (8)% (6)% Data & Devices $259 (25)% (24)% Communications Solutions $606 (10)% (8)% $ in Millions Sales SubCom growth driven by execution of multiple programs in force Appliances impacted by inventory corrections in the NA Distribution channel and lower Asia production Data & Devices in line with guidance expectations. Y/Y decline due to distribution inventory corrections and product exits Adjusted Operating Margin as expected Business Performance Actual Down 10% Organic Down 8% Actual Organic Orders ex SubCom $425 (17)% (15)% Adjusted Operating Margin Operating margins in line with expectations, with improvements expected 2H 7 Communications Solutions Organic Sales Growth, Adjusted Operating Income and Adjusted Operating Margin are non-GAAP measures; see Appendix for description and reconciliation. 9.0% 8.4% Q2 2015 Q2 2016 $675 $606 Q2 2015 Q2 2016

Adjusted Operating Income, Adjusted Operating Margin and Adjusted EPS are non-GAAP measures; see Appendix for description and reconciliation. ($ in Millions, except per share amounts) Q2 FY15 Q2 FY16 Net Sales $ 3,082 $ 2,952 Operating Income $ 448 $ 535 Acquisition Related Charges 22 4 Restructuring & Other Charges (Credits), net 36 (99) Adjusted Operating Income $ 506 $ 440 Operating Margin 14.5% 18.1% Adjusted Operating Margin 16.4% 14.9% GAAP Earnings Per Share $ 0.77 $ 1.06 Acquisition Related Charges 0.04 0.01 Restructuring & Other Charges (Credits), net 0.06 (0.17) Tax Items 0.04 0.01 Adjusted EPS $ 0.91 $ 0.90 Q2 Financial Summary 8

$ in Millions Adjusted Gross Margin Percentage Adjusted Operating Margin Free Cash Flow Adjusted Gross Margin Percentage, Free Cash Flow, Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP measures; See Appendix for description and reconciliation. Operating Metrics in Line with Expectations 9 Adjusted EBITDA Margin Expect improvement across metrics in second half 21.1% 19.7% Q2 2015 Q2 2016 34.3% 32.6% Q2 2015 Q2 2016 $217 $165 Q2 2015 Q2 2016 16.4% 14.9% Q2 2015 Q2 2016

Guidance* Adjusted EPS Growth of 14% Y/Y in Q3; 16% in Constant Currency Transportation Solutions Industrial Solutions Communications Solutions TE Connectivity Highlights Sales $3.0B to $3.2B Adjusted EPS $1.00 to $1.06 Sales up 1% actual and flat organic Y/Y at midpoint Sales impacted by $23M FX headwind Y/Y Adjusted EPS up 14% at midpoint, includes ~$.01 FX headwind Up Low Single Digits Up Low Single Digits Organic Down Low Double Digits Down Mid Single Digits Organic Up Mid Single Digits Flat Y/Y Organic * Assumes foreign exchange rates and commodity prices that are consistent with current levels Organic Sales Growth and Adjusted EPS are non-GAAP measures; see Appendix for description and reconciliation. Q3 Outlook 10 Auto remains strong; slight recovery in Commercial Transportation Industrial Solutions growth driven by Creganna acquisition and Commercial Aerospace Communications impacted by the sale of the Circuit Protection business and product exits in Data & Devices SubCom Y/Y growth continues with execution on programs in force

Sales Up 1% Organically, with 14% Adjusted EPS Growth Y/Y in Constant Currency Sales of $12.1B - $12.5B Adjusted EPS of $3.90 - $4.10 Sales up 1% and 3% organic at midpoint FX impacting sales by ~$284M Y/Y Adjusted EPS up 11% at midpoint, with ~$0.10 FX headwind Includes a 53rd week, which will occur in the 4th quarter Up Low Single Digits Up Mid Single Digits Organic Down High Single Digits Down Low Single Digits Organic Up Low Single Digits Down Low Single Digits Organic FY16 Outlook Guidance* Transportation Solutions Industrial Solutions TE Connectivity Highlights 11 Communications Solutions * Assumes foreign exchange rates and commodity prices that are consistent with current levels Organic Sales Growth, Adjusted EPS and Adjusted EPS in Constant Currency are non-GAAP measures; see Appendix for description and reconciliation. Transportation remains strong with mid single digit Automotive organic growth expected on 2% to 2.5% global auto production growth Industrial growth expected in the second half vs the first half across all businesses; organic down slightly for the year due to market weakness Expect growth in Communications in the second half vs the first half; full year impacted by sale of Circuit Protection and product exits SubCom sales expected to be up ~20% Y/Y

Additional Information 12

Sales (in millions) Adjusted EPS Q2 2015 Results $3,082 $0.91 FX Impact (74) (0.02) Operational Performance (56) 0.01 Q2 2016 Results $2,952 $0.90 Y/Y Q2 2016 13 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation.

Y/Y Q3 2016 14 Sales (in millions) Adjusted EPS Q3 2015 Results $3,118 $0.90 FX Impact (23) (0.01) Operational Performance 5 0.14 Q3 2016 Guidance $3,100 $1.03 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. Guidance Range Sales $3.0B - $3.2B Adjusted EPS $1.00 - $1.06

Y/Y 2016 15 Sales (in millions) Adjusted EPS 2015 Results $12,233 $3.60 FX Impact (284) (0.10) Operational Performance 351 0.50 2016 Guidance* $12,300 $4.00 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. * 53 Week Year Guidance Range Sales $12.1B - $12.5B Adjusted EPS $3.90 - $4.10

Liquidity Summary ($ in Millions) Q2 2015 Q2 2016 Beginning Cash Balance $868 $2,223 Free Cash Flow 217 165 Dividends (118) (118) Share repurchases (130) (1,274) Acquisitions, net of cash acquired (218) (6) Divestiture, net of cash retained Repayment of long-term debt - (250) 261 (500) Proceeds from issuance of debt and CP, net 255 500 Proceeds from exercise of share options 72 27 Pre-separation and BNS related tax payments, net Other (22) 23 (141) 13 Ending Cash Balance $697 $1,150 Total Debt $4,126 $3,884 ($ in Millions) Q2 2015 Q2 2016 Cash from Continuing Operations $350 $155 Capital expenditures, net Pre-separation and BNS related tax payments, net (155) 22 (131) 141 Free Cash Flow $217 $165 A/R - $ $2,094 $2,095 Days Sales Outstanding* 61 65 Inventory (Excl. CIP) - $ $1,650 $1,562 Days on Hand* 73 72 Accounts Payable - $ $1,233 $1,116 Days Outstanding* 55 51 Free Cash Flow is a non-GAAP measure, see Appendix for description * Adjusted to exclude the impact of acquisitions. Free Cash Flow and Working Capital Liquidity, Cash & Debt Q2 Balance Sheet & Cash Flow Summary 16

Appendix 17

Non-GAAP Measures “Organic Sales Growth,” “Sales in Constant Currency,” “Adjusted Gross Margin,” “Adjusted Gross Margin Percentage,” “Adjusted Operating Income,” “Adjusted Operating Income in Constant Currency,” “Adjusted Operating Margin,” “Adjusted Other Income, Net,” “Adjusted Income Tax Expense,” “Adjusted Effective Tax Rate,” ”Adjusted Income from Continuing Operations,” “Adjusted Earnings Per Share,” “Adjusted Earnings Per Share in Constant Currency,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Free Cash Flow” are non-GAAP measures and should not be considered replacements for results in accordance with accounting principles generally accepted in the U.S. (“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 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 Sales Growth consists of the impact from foreign currency exchange rates and acquisitions and divestitures, if any. Organic Sales Growth is a useful measure of our performance because it excludes items that: i) are not completely under management’s control, such as the impact of changes in foreign currency exchange rates; or ii) do not reflect the underlying growth of the company, such as acquisition and divestiture activity. Sales in Constant Currency – represents net sales (the most comparable GAAP measure) excluding the impact of fluctuations in foreign currency exchange rates between periods. We believe constant currency information provides valuable supplemental information regarding our sales. Adjusted Gross Margin and Adjusted Gross Margin Percentage – represent gross margin and gross margin percentage (the most comparable GAAP measures) before special items including acquisition related charges, if any. We present Adjusted Gross Margin and Adjusted Gross Margin Percentage before special items to give investors a perspective on the underlying business results. These measures should be considered in conjunction with gross margin calculated using our GAAP results in order to understand the amounts, character and impact of adjustments to gross margin. Adjusted Operating Income – represents operating income (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We utilize Adjusted Operating Income to assess segment level core operating performance and to provide insight to management in evaluating segment operating plan execution and underlying market conditions. It also is a significant component in our incentive compensation plans. Adjusted Operating Income is a useful measure for investors because it provides insight into our underlying operating results, trends, and the comparability of these results between periods. Adjusted Operating Income in Constant Currency – represents Adjusted Operating Income excluding the impact of fluctuations in foreign currency exchange rates between periods. We believe constant currency information provides valuable supplemental information regarding our operating income. Adjusted Operating Margin – represents operating margin (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We present Adjusted Operating Margin before special items to give investors a perspective on the underlying business results. This measure should be considered in conjunction with operating margin calculated using our GAAP results in order to understand the amounts, character and impact of adjustments to operating margin. Adjusted Other Income, Net – represents other income, net (the most comparable GAAP measure) before special items including tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, if any. We present Adjusted Other Income, Net as we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. 18

Adjusted Income Tax Expense – represents income tax expense (the most comparable GAAP measure) after adjusting for the tax effect of special items including charges related to restructuring and other charges, acquisition related charges, impairment charges, other income or charges, and certain significant special tax items, if any. We present Adjusted Income Tax Expense to provide investors further information regarding the tax effects of adjustments used in determining the non-GAAP financial measure Adjusted Income from Continuing Operations (as defined below). Adjusted Effective Tax Rate – represents effective income tax rate (the most comparable GAAP measure) after adjusting for the tax effect of special items including charges related to restructuring and other charges, acquisition related charges, impairment charges, other income or charges, and certain significant special tax items, if any. We present Adjusted Effective Tax Rate to provide investors further information regarding the tax rate effects of adjustments used in determining the non-GAAP financial measure Adjusted Income from Continuing Operations (as defined below). Adjusted Income from Continuing Operations – represents income from continuing operations (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items, other income or charges, if any, and, if applicable, the related tax effects. We present Adjusted Income from Continuing Operations as we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. Adjusted Income from Continuing Operations provides additional information regarding our underlying operating results, trends and the comparability of these results between periods. Adjusted Earnings Per Share – represents diluted earnings per share from continuing operations (the most comparable GAAP measure) before special items, including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items, other income or charges, if any, and, if applicable, the related tax effects. We present Adjusted Earnings Per Share because we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. We believe such a measure provides insight into our underlying operating results, trends, and the comparability of these results between periods, since it excludes the impact of special items, which may recur, but tend to be irregular as to timing. It also is a significant component in our incentive compensation plans. Adjusted Earnings Per Share in Constant Currency – represents Adjusted Earnings Per Share excluding the impact of fluctuations in foreign currency exchange rates between periods. We believe constant currency information provides valuable supplemental information regarding our earnings per share. Adjusted EBITDA and Adjusted EBITDA Margin -represent net income and net income as a percentage of net sales (the most comparable GAAP measures) before interest expense, interest income, income taxes, depreciation, and amortization, as adjusted for net other income, income from discontinued operations, and special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We present Adjusted EBITDA and Adjusted EBITDA Margin to give investors a perspective in assessing our operating performance, trends, and the comparability of our results between periods. Free Cash Flow (FCF) –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. 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. Voluntary pension contributions are excluded from the GAAP measure because this activity is driven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters, are also considered by management in evaluating Free Cash Flow. Free Cash Flow subtracts certain cash items that are ultimately within management’s and the Board of Directors’ discretion to direct and may imply that there is less or more cash available for our programs than the most comparable GAAP measure indicates. It should not be inferred that the entire Free Cash Flow amount is available for future discretionary expenditures, as our definition of Free Cash Flow does not consider certain non-discretionary expenditures, such as debt payments. In addition, we may have other discretionary expenditures, such as discretionary dividends, share repurchases, and business acquisitions, that are not considered in the calculation of Free Cash Flow Non-GAAP Measures (cont.) 19

20 Segment Summary for the Quarter Ended March 25, 2016 Operating Adjusted Operating Y/Y Actual Y/Y Organic Margin for the Margin for the March 27, March 25, Sales Sales Quarter Ended Quarter Ended Segment 2015 2016 Growth Growth (1) March 25, 2016 March 25, 2016 (1) Transportation Solutions 1,610 $ 1,608 $ (0.1) % 3.2 % 18.0 % 19.0 % Industrial Solutions 797 738 (7.4) (7.4) 8.5 11.4 Communications Solutions 675 606 (10.2) (8.3) 30.2 8.4 Total 3,082 $ 2,952 $ (4.2) % (2.0) % 18.1 % 14.9 % (1) See description and reconciliation of non-GAAP measures contained in this Appendix. For the Quarters Ended Net Sales ($ in millions)

Reconciliation of Net Sales Growth– Q2 16 vs. Q2 15 21 Acquisitions Translation (2) (Divestiture) Transportation Solutions (3) : Automotive 47 $ 3.9 % (43) $ - $ 4 $ 0.3 % 76 % Commercial Transportation 1 0.7 (4) - (3) (1.4) 13 Sensors 4 1.9 (7) - (3) (1.6) 11 Total 52 3.2 (54) - (2) (0.1) 100 % Industrial Solutions (3) : Aerospace, Defense, Oil, and Gas: Aerospace and Defense (6) (2.4) (2) 2 (6) (2.4) 33 Oil and Gas (23) (42.4) (1) - (24) (43.6) 4 Aerospace, Defense, Oil, and Gas total (29) (9.6) (3) 2 (30) (9.9) 37 Industrial Equipment (26) (7.9) (4) 14 (16) (4.9) 42 Energy (4) (2.4) (9) - (13) (7.6) 21 Total (59) (7.4) (16) 16 (59) (7.4) 100 % Communications Solutions (3) : Data and Devices (72) (24.2) (3) (12) (87) (25.1) 43 Subsea Communications 30 17.6 - - 30 17.6 33 Appliances (10) (6.4) (2) - (12) (7.5) 24 Total (52) (8.3) (5) (12) (69) (10.2) 100 % Total (59) $ (2.0) % (75) $ 4 $ (130) $ (4.2) % (1) Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes in foreign currency exchange rates. Organic net sales growth is a non-GAAP measure. See description of non-GAAP measures contained in this Appendix. (2) Represents the change in net sales resulting from changes in foreign currency exchange rates. (3) Industry end market information about net sales is presented consistently with our internal management reporting and may be periodically revised as management deems necessary. Percentage of Segment's Total Quarter Ended versus Net Sales for the Quarter Ended March 27, 2015 Net Sales for the Organic (1) Total March 25, 2016 ($ in millions) Change in Net Sales for the Quarter Ended March 25, 2016

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 25, 2016 22 Restructuring Acquisition and Other Related Charges Tax Adjusted U.S. GAAP Charges (1) (Credits), Net (1)(2) Items (Non-GAAP) (3) Operating Income: Transportation Solutions 289 $ 1 $ 15 $ - $ 305 $ Industrial Solutions 63 3 18 - 84 Communications Solutions 183 - (132) - 51 Total 535 $ 4 $ (99) $ - $ 440 $ Operating Margin 18.1% 14.9% Other Income, Net 12 $ - $ - $ - $ 12 $ Income Tax Expense (130) $ (1) $ 35 $ 3 $ (93) $ Effective Tax Rate 25.0% 21.9% Income from Continuing Operations 389 $ 3 $ (64) $ 3 $ 331 $ Diluted Earnings per Share from Continuing Operations 1.06 $ 0.01 $ (0.17) $ 0.01 $ 0.90 $ (3) See description of non-GAAP measures contained in this Appendix. (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) Includes the gain on the divestiture of our Circuit Protection Devices business. ($ in millions, except per share data) Adjustments

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 27, 2015 23 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1)(2) Charges, Net (2) Items (3) (Non-GAAP) (4) Operating Income: Transportation Solutions 323 $ 10 $ - $ - $ 333 $ Industrial Solutions 84 12 16 - 112 Communications Solutions 41 - 20 - 61 Total 448 $ 22 $ 36 $ - $ 506 $ Operating Margin 14.5% 16.4% Other Income (Expense), Net (5) $ - $ - $ 11 $ 6 $ Income Tax Expense (94) $ (4) $ (10) $ 5 $ (103) $ Effective Tax Rate 22.9% 21.5% Income from Continuing Operations 316 $ 18 $ 26 $ 16 $ 376 $ Diluted Earnings per Share from Continuing Operations 0.77 $ 0.04 $ 0.06 $ 0.04 $ 0.91 $ (1) Includes $6 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales, $14 million of acquisition and integration costs, and $2 million of restructuring costs. (2) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (3) Includes an income tax charge for the estimated tax impacts of certain intercompany dividends related to the restructuring and anticipated sale of the Broadband Network Solutions business. Also includes an income tax benefit associated with the settlement of audits of prior year income tax returns and the related impact to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (4) See description of non-GAAP measures contained in this Appendix. Adjustments ($ in millions, except per share data)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended June 26, 2015 24 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1)(2) Charges, Net (2) Items (Non-GAAP) (3) Operating Income: Transportation Solutions 303 $ 5 $ 9 $ - $ 317 $ Industrial Solutions 98 5 6 - 109 Communications Solutions 68 - 3 - 71 Total 469 $ 10 $ 18 $ - $ 497 $ Operating Margin 15.0% 15.9% Other Income, Net 11 $ - $ - $ (5) $ 6 $ Income Tax Expense (100) $ (5) $ (1) $ 2 $ (104) $ Effective Tax Rate 22.2% 21.9% Income from Continuing Operations 351 $ 5 $ 17 $ (3) $ 370 $ Diluted Earnings per Share from Continuing Operations 0.85 $ 0.01 $ 0.04 $ (0.01) $ 0.90 $ (1) Includes $8 million of acquisition and integration costs, $1 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales, and $1 million of restructuring costs. (2) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (3) See description of non-GAAP measures contained in this Appendix. Adjustments ($ in millions, except per share data)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 25, 2015 25 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1)(2) Charges, Net (2) Items (3) (Non-GAAP) (4) Operating Income: Transportation Solutions 1,193 $ 61 $ 39 $ - $ 1,293 $ Industrial Solutions 352 33 44 - 429 Communications Solutions 204 - 66 - 270 Total 1,749 $ 94 $ 149 $ - $ 1,992 $ Operating Margin 14.3% 16.3% Other Income (Expense), Net (55) $ - $ - $ 84 $ 29 $ Income Tax Expense (337) $ (22) $ (29) $ (36) $ (424) $ Effective Tax Rate 21.4% 22.3% Income from Continuing Operations 1,238 $ 72 $ 120 $ 48 $ 1,478 $ Diluted Earnings per Share from Continuing Operations 3.01 $ 0.18 $ 0.29 $ 0.12 $ 3.60 $ (4) See description of non-GAAP measures contained in this Appendix. (3) Includes $264 million of income tax benefits associated with the settlement of audits of prior year income tax returns as well as the related impact of $84 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes $216 million of income tax charges associated with the tax impacts of certain intercompany legal entity restructurings made in connection with our integration of Measurement Specialties, Inc. and $29 million of income tax charges for the tax impacts of certain intercompany dividends related to the restructuring and sale of the Broadband Network Solutions business. ($ in millions, except per share data) (1) Includes $55 million of acquisition and integration costs, $36 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales, and $3 million of restructuring costs. Adjustments (2) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

Reconciliation of Gross Margin & Gross Margin Percentage 26 March 27, March 25, 2015 2016 Net Sales 3,082 $ 2,952 $ Cost of Sales 2,031 1,990 Gross Margin 1,051 962 Gross Margin Percentage 34.1% 32.6% Acquisition Related Charges 6 1 Adjusted Gross Margin (1) 1,057 $ 963 $ Adjusted Gross Margin Percentage (1) 34.3% 32.6% (1) See description of non-GAAP measures contained in this Appendix. For the Quarters Ended ($ in millions)

Reconciliation of Free Cash Flow 27 March 27, March 25, March 27, March 25, 2015 2016 2015 2016 Net cash provided by continuing operating activities 350 $ 155 $ 555 $ 522 $ Capital expenditures, net (155) (131) (285) (269) Payments related to pre-separation U.S. tax matters, net 22 139 26 140 Payments related to income taxes on the sale of the Broadband Network Solutions business - 2 - 9 Free cash flow (1) 217 $ 165 $ 296 $ 402 $ (1) See description of non-GAAP measures contained in this Appendix. For the Quarters Ended For the Six Months Ended (in millions)

Reconciliation of Adjusted EBITDA Margin 28 March 27, March 25, 2015 2016 Net Income 599 $ 380 $ (Income) loss from discontinued operations (283) 9 Income tax expense (benefit) 94 130 Other (income) expense, net 5 (12) Interest expense 37 32 Interest income (4) (4) Operating Income 448 $ 535 $ Acquisition related charges 22 4 Restructuring and other charges (credits), net 36 (99) Adjusted Operating Income (1) 506 $ 440 $ Depreciation and amortization (2) 143 143 Adjusted EBITDA (1) 649 $ 583 $ Net Sales 3,082 $ 2,952 $ Net income as a percentage of net sales 19.4% 12.9% Adjusted EBITDA margin (1) 21.1% 19.7% (2) Excludes non-cash amortization associated with fair value adjustments related to acquired customer order backlog of $4 million and $1 million for the quarters ended March 27, 2015 and March 25, 2016, respectively, and $14 million and $2 million for the six months ended March 27, 2015 and March 25, 2016, respectively, as these charges are included in the acquisition related charges line. (1) See description of non-GAAP measures contained in this Appendix. For the Quarters Ended ($ in millions)

Reconciliation of Forward-Looking Non-GAAP Financial Measures to Forward-Looking GAAP Financial Measures for Q3 2016 and Fiscal 2016 29 Outlook for Quarter Ending June 24, Outlook for 2016 Fiscal 2016 Diluted earnings per share from continuing operations (GAAP) $0.90 - $0.96 $3.92 - $4.12 Restructuring and other charges (credits), net 0.07 (0.01) Acquisition related charges 0.03 0.06 Tax items - (0.07) Adjusted diluted earnings per share from continuing operations (non-GAAP) (1) $1.00 - $1.06 $3.90 - $4.10 Net sales growth (GAAP) (3) - 4% (1) - 2% Translation 1 2 (Acquisitions) divestitures (1) - Organic net sales growth (non-GAAP) (1) (3) - 4% 1 - 4% (1) See description of non-GAAP measures contained in this Appendix.

Impact of Changes in Foreign Currency Exchange Rates for Q2 2016, Q3 2016 and Fiscal 2016 30 Adjusted Operating Net Sales Income (1) Adjusted EPS (1) Quarter ended March 27, 2015 3,082 $ 506 $ 0.91 $ Impact of changes in foreign currency exchange rates (74) (2) (11) (0.02) Operational performance (56) (55) 0.01 Quarter ended March 25, 2016 2,952 $ 440 $ 0.90 $ Net Sales Adjusted EPS (1) Quarter ended June 26, 2015 3,118 $ 0.90 $ Impact of changes in foreign currency exchange rates (23) (0.01) Operational performance 5 0.14 Outlook for the quarter ending June 24, 2016 (3) 3,100 $ 1.03 $ Net Sales Adjusted EPS (1) Year ended September 25, 2015 12,233 $ 3.60 $ Impact of changes in foreign currency exchange rates (284) (0.10) Operational performance 351 0.50 Outlook for the year ending September 30, 2016 (3) 12,300 $ 4.00 $ (in millions, except per share data) (1) See description of non-GAAP measures contained in this Appendix. (2) Includes $1 million impact of changes in foreign currency exchange rates on sales from acquisitions. (3) Outlook is as of April 20, 2016. (in millions, except per share data) (in millions, except per share data)