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 26, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 2.02.  Results of Operations and Financial Condition

On April 26, 2017, TE Connectivity Ltd. (the “Company”) issued a press release reporting the Company’s second quarter results for fiscal 2017. 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 26, 2017 (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 26, 2017
99.2	Presentation - TE Connectivity Q2 2017 Earnings Call (April 26, 2017)

2

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/ Heath A. Mitts
	Heath A. Mitts
	Executive Vice President and Chief Financial Officer

Date: April 26, 2017

3

EX-99.1

Exhibit 99.1

TE Connectivity Reports Second Quarter 2017 Financial Results

Sales grow 9 percent, 8 percent organically, with profits setting a second quarter record;

Company raises full-year guidance for sales and earnings

SCHAFFHAUSEN, Switzerland — April 26, 2017 — TE Connectivity Ltd. (NYSE: TEL) today reported results for the fiscal second quarter that ended March 31, 2017.

Second Quarter Highlights

·Net sales were $3.2 billion, up 9 percent overall and 8 percent organically, from second quarter of 2016;

·Orders were $3.4 billion, up 20 percent organically from the prior year, with a book-to-bill ratio of 1.04;

·Diluted earnings per share from continuing operations were $1.13, up 7 percent from second quarter 2016;

·Adjusted earnings per share were $1.19, up 32 percent over the same period in 2016;

·Cash flow from continuing operating activities was $521 million, with free cash flow of $387 million, and $234 million returned to shareholders.

Second Quarter Results

For the second quarter, the company reported net sales of $3.2 billion, with organic sales growth of 8 percent year-over-year. Diluted earnings per share (EPS) from continuing operations (GAAP EPS) were $1.13 and adjusted EPS were $1.19, both record second quarter results for the company. Cash flow from continuing operating activities was $521 million, and free cash flow was $387 million. The company returned $234 million to shareholders in the quarter through dividends and share repurchases. Orders for the quarter totaled $3.4 billion, up 20 percent organically from the prior year.  Excluding the company’s SubCom business, which saw significant year-over-year order growth in the quarter due to program timing, second quarter orders grew 15 percent organically over 2016.

“We are very pleased with our strong second quarter performance, which reflects broad strength across all businesses and regions, continued progress on our strategic priorities, and execution by our teams around the world.” said TE Connectivity Chief Executive Officer Terrence Curtin. “Our results — including organic sales growth of 8 percent and record earnings — were above our prior guidance and driven by adjusted operating margin expansion in our Industrial and Communications segments.

“We are raising our full-year guidance due to our strong performance and expected organic growth across all of our segments. For the full fiscal year, we expect organic sales growth of 6 percent and adjusted earnings per share of $4.62 at the midpoint, a 17 percent increase over last year. This guidance reflects the benefits of our global market leadership, a portfolio focused on harsh environment applications and confidence in our teams as they execute against our business model.”

2017 Outlook

For the fiscal third quarter of 2017, the company expects net sales of $3.2 billion to $3.3 billion, reflecting an increase of 4 percent on an as reported basis and 5 percent organically, year over year at the midpoint. GAAP EPS are expected to be $1.08 to $1.12, including net restructuring, acquisition-related and other charges of $0.06. TE expects adjusted EPS of $1.14 to $1.18 which represents a 7 percent improvement at the mid-point versus the third quarter of 2016.

For the full year, the company expects net sales of $12.6 to $12.8 billion, reflecting 6 percent growth at the mid-point versus the prior year, excluding the additional week in fiscal year 2016. GAAP EPS are expected to be $4.39 to $4.47 including net restructuring, acquisition-related and other charges of $0.33 and a tax related benefit of $0.14. TE expects adjusted EPS of $4.58 to $4.66, reflecting 17 percent growth at the mid-point compared to 2016, when excluding the additional week.

Information about TE Connectivity’s use of non-GAAP financial measures is provided below. For reconciliations of these non-GAAP financial measures, see the attached tables.

Chief Executive Officer Transition

In early March 2017, Terrence Curtin succeeded Tom Lynch as the company’s chief executive officer, following the company’s annual general meeting of shareholders. Lynch is continuing as executive chairman of TE’s board of directors.

Conference Call and Webcast

The company will hold a conference call today beginning at 8:30 a.m. ET. The dial-in information is provided here:

·At TE Connectivity’s website: http://investors.te.com.

·By telephone: 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) 230-1059, 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 26, 2017, and ending at 11:59 p.m. ET on May 3, 2017. 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 421540.

About TE Connectivity

TE Connectivity (NYSE: TEL) is a $12 billion global technology leader. Our commitment to innovation enables advancements in transportation, industrial applications, medical technology, energy, data communications, and the home. TE’s unmatched breadth of connectivity and sensor solutions, proven in the harshest of environments, helps build a safer, greener, smarter and more connected world. With 75,000 people — including more than 7,000 engineers — working alongside customers in nearly 150 countries, we help ensure that EVERY CONNECTION COUNTS — www.TE.com

Non-GAAP Measures

We present non-GAAP performance and liquidity measures as we believe it is appropriate for investors to consider adjusted financial measures in addition to results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP financial measures provide supplemental information and should not be considered replacements for results in accordance with GAAP. Management uses non-GAAP financial measures internally for planning and forecasting purposes and in its decision making processes related to the operations of our company. We believe these measures provide meaningful information to us and investors because they enhance the understanding of our operating performance, ability to generate cash, and the trends of our business. Additionally, we believe that investors benefit from having access to the same financial measures that management uses in evaluating our operations. 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 financial measures in combination with the most directly comparable GAAP financial measures in order to better understand the amounts, character, and impact of any increase or decrease in reported amounts. These non-GAAP financial measures may not be comparable to similarly-titled measures reported by other companies.

The following provides additional information regarding our non-GAAP financial measures:

·Organic Net Sales Growth — represents net sales growth (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, 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. This measure is a significant component in our incentive compensation plans.

·Adjusted Operating Income and Adjusted Operating Margin — represent operating income and operating margin, respectively, (the most comparable GAAP financial measures) before special items including restructuring and other charges, acquisition related charges, and other income or charges, if any. We utilize these measures to assess segment level operating performance and to provide insight to management in evaluating segment operating plan execution and market conditions. Adjusted Operating Income is a significant component in our incentive compensation plans.

·Adjusted Other Income, Net — represents net other income (the most comparable GAAP financial measure) before special items including tax sharing income related to adjustments to prior period tax returns and other items, if any.

·Adjusted Income Tax Expense — represents income tax expense (the most comparable GAAP financial measure) after adjusting for the tax effect of special items including restructuring and other charges, acquisition related charges, other income or charges, and certain significant tax items, if any.

·Adjusted Income from Continuing Operations — represents income from continuing operations (the most comparable GAAP financial measure) before special items including restructuring and other charges, acquisition related charges, tax sharing income related to adjustments to prior period tax returns and other tax items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects.

·Adjusted Earnings Per Share — represents diluted earnings per share from continuing operations (the most comparable GAAP financial measure) before special items including restructuring and other charges, acquisition related charges, tax sharing income related to adjustments to prior period tax returns and other tax items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects. This measure is a significant component in our incentive compensation plans.

·Net Sales Excluding the Impact of the Additional Week, Net Sales Growth Excluding the Impact of the Additional Week, Organic Net Sales Growth Excluding the Impact of the Additional Week, Adjusted Operating Income Excluding the Impact of the Additional Week, Adjusted Operating Margin Excluding the Impact of the Additional Week, and Adjusted Earnings Per Share Excluding the Impact of the Additional Week — represent certain GAAP and non-GAAP financial measures excluding the impact of the additional week in the fourth quarter of the fiscal year for fiscal years which are 53 weeks in length. The impact of the additional week is estimated using an average weekly sales figure for the last month of the fiscal year.

·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 financial 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 from the GAAP financial 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 and cash paid (collected) pursuant to collateral requirements related to cross currency swaps, 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 financial 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; and the possible effects on us of changes in tax laws, tax treaties and other legislation.  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. 30, 2016 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.

# # #

Contacts:	Media Relations:	Investor Relations:
	B.J. Talley	Sujal Shah
	TE Connectivity	TE Connectivity
	610-893-9553	610-893-9790
	bj.talley@te.com	sujal.shah@te.com

TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Quarters Ended						For the Six Months Ended
	March 31,			March 25,			March 31,			March 25,
	2017			2016			2017			2016
	(in millions, except per share data)
Net sales	$	3,227		$	2,952		$	6,290		$	5,785
Cost of sales	2,119			1,990			4,117			3,878
Gross margin	1,108			962			2,173			1,907
Selling, general, and administrative expenses	412			367			784			707
Research, development, and engineering expenses	162			156			320			318
Acquisition and integration costs	2			3			4			8
Restructuring and other charges (credits), net	59			(99		)	106			(59		)
Operating income	473			535			959			933
Interest income	6			4			11			10
Interest expense	(32		)	(32		)	(63		)	(62		)
Other income (expense), net	(2		)	12			(2		)	20
Income from continuing operations before income taxes	445			519			905			901
Income tax expense	(39		)	(130		)	(93		)	(188		)
Income from continuing operations	406			389			812			713
Income (loss) from discontinued operations, net of income taxes	(1		)	(9		)	2			20
Net income	$	405		$	380		$	814		$	733
Basic earnings per share:
Income from continuing operations	$	1.14		$	1.07		$	2.28		$	1.90
Income (loss) from discontinued operations	—			(0.02		)	0.01			0.05
Net income	1.14			1.04			2.29			1.95
Diluted earnings per share:
Income from continuing operations	$	1.13		$	1.06		$	2.26		$	1.88
Income (loss) from discontinued operations	—			(0.02		)	0.01			0.05
Net income	1.13			1.03			2.27			1.93
Dividends paid per common share	$	0.37		$	0.33		$	0.74		$	0.66
Weighted-average number of shares outstanding:
Basic	356			364			356			375
Diluted	359			368			359			379

TE CONNECTIVITY LTD.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	March 31,			September 30,
	2017			2016
	(in millions, except share data)
Assets
Current assets:
Cash and cash equivalents	$	773		$	647
Accounts receivable, net of allowance for doubtful accounts of $18 and $17, respectively	2,244			2,046
Inventories	1,660			1,596
Prepaid expenses and other current assets	469			486
Total current assets	5,146			4,775
Property, plant, and equipment, net	3,046			3,052
Goodwill	5,382			5,492
Intangible assets, net	1,768			1,879
Deferred income taxes	2,280			2,111
Other assets	434			299
Total Assets	$	18,056		$	17,608
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term debt	$	879		$	331
Accounts payable	1,226			1,090
Accrued and other current liabilities	1,701			1,437
Deferred revenue	129			208
Total current liabilities	3,935			3,066
Long-term debt	3,073			3,739
Long-term pension and postretirement liabilities	1,474			1,502
Deferred income taxes	197			207
Income taxes	276			247
Other liabilities	348			362
Total Liabilities	9,303			9,123
Commitments and contingencies
Shareholders’ equity:
Common shares, CHF 0.57 par value, 382,835,381 shares authorized and issued	168			168
Contributed surplus	1,147			1,801
Accumulated earnings	9,661			8,682
Treasury shares, at cost, 27,525,920 and 27,554,005 shares, respectively	(1,639		)	(1,624		)
Accumulated other comprehensive loss	(584		)	(542		)
Total Shareholders’ Equity	8,753			8,485
Total Liabilities and Shareholders’ Equity	$	18,056		$	17,608

TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Quarters Ended						For the Six Months Ended
	March 31,			March 25,			March 31,			March 25,
	2017			2016			2017			2016
	(in millions)
Cash Flows From Operating Activities:
Net income	$	405		$	380		$	814		$	733
(Income) loss from discontinued operations, net of income taxes	1			9			(2		)	(20		)
Income from continuing operations	406			389			812			713
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	152			144			312			290
Deferred income taxes	(49		)	6			(118		)	(52		)
Provision for losses on accounts receivable and inventories	5			2			9			23
Share-based compensation expense	23			21			47			43
Gain on divestiture	—			(146		)	—			(146		)
Other	8			34			12			43
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net	(185		)	(228		)	(215		)	9
Inventories	(10		)	38			(69		)	(61		)
Prepaid expenses and other current assets	1			286			32			302
Accounts payable	84			15			148			(16		)
Accrued and other current liabilities	83			(8		)	13			(138		)
Deferred revenue	(24		)	1			(83		)	(70		)
Income taxes	5			(424		)	33			(396		)
Other	22			26			(8		)	3
Net cash provided by continuing operating activities	521			156			925			547
Net cash used in discontinued operating activities	—			(1		)	—			(2		)
Net cash provided by operating activities	521			155			925			545
Cash Flows From Investing Activities:
Capital expenditures	(159		)	(131		)	(289		)	(270		)
Proceeds from sale of property, plant, and equipment	4			—			8			1
Acquisition of business, net of cash acquired	—			(6		)	—			(6		)
Proceeds from divestiture of business, net of cash retained by business sold	—			261			—			261
Other	12			12			(16		)	29
Net cash provided by (used in) investing activities	(143		)	136			(297		)	15
Cash Flows From Financing Activities:
Net increase (decrease) in commercial paper	(172		)	150			(162		)	150
Proceeds from issuance of debt	89			350			89			350
Repayment of debt	—			(500		)	—			(500		)
Proceeds from exercise of share options	39			27			64			61
Repurchase of common shares	(105		)	(1,274		)	(198		)	(2,523		)
Payment of common share dividends to shareholders	(131		)	(118		)	(263		)	(245		)
Other	(3		)	(3		)	(22		)	(32		)
Net cash used in continuing financing activities	(283		)	(1,368		)	(492		)	(2,739		)
Net cash provided by discontinued financing activities	—			1			—			2
Net cash used in financing activities	(283		)	(1,367		)	(492		)	(2,737		)
Effect of currency translation on cash	13			3			(10		)	(2		)
Net increase (decrease) in cash and cash equivalents	108			(1,073		)	126			(2,179		)
Cash and cash equivalents at beginning of period	665			2,223			647			3,329
Cash and cash equivalents at end of period	$	773		$	1,150		$	773		$	1,150
Supplemental Cash Flow Information:
Interest paid	$	26		$	20		$	66		$	62
Income taxes paid, net of refunds	81			547			177			635

TE CONNECTIVITY LTD.

RECONCILIATION OF FREE CASH FLOW (UNAUDITED)

	For the Quarters Ended						For the Six Months Ended
	March 31,			March 25,			March 31,			March 25,
	2017			2016			2017			2016
	(in millions)
Net cash provided by continuing operating activities	$	521		$	156		$	925		$	547
Excluding:
Payments related to pre-separation U.S. tax matters, net	—			139			—			140
Payments related to income taxes on the sale of the Broadband Network Solutions business	—			2			—			9
Cash (collected) paid pursuant to collateral requirements related to cross currency swaps	21			43			(39		)	19
Capital expenditures, net	(155		)	(131		)	(281		)	(269		)
Free cash flow (1)	$	387		$	209		$	605		$	446

(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 31,		March 25,		March 31,		March 25,
	2017		2016		2017		2016
	($ in millions)
	Net Sales		Net Sales		Net Sales		Net Sales
Transportation Solutions	$	1,755	$	1,608	$	3,430	$	3,115
Industrial Solutions	853		738		1,648		1,447
Communications Solutions	619		606		1,212		1,223
Total	$	3,227	$	2,952	$	6,290	$	5,785

	Operating		Operating		Operating		Operating		Operating		Operating		Operating		Operating
	Income		Margin		Income		Margin		Income		Margin		Income		Margin
Transportation Solutions	$	300	17.1	%	$	289	18.0	%	$	643	18.7	%	$	550	17.7	%
Industrial Solutions	86		10.1		63		8.5		153		9.3		129		8.9
Communications Solutions	87		14.1		183		30.2		163		13.4		254		20.8
Total	$	473	14.7	%	$	535	18.1	%	$	959	15.2	%	$	933	16.1	%
	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	$	333	19.0	%	$	305	19.0	%	$	701	20.4	%	$	585	18.8	%
Industrial Solutions	108		12.7		84		11.4		198		12.0		162		11.2
Communications Solutions	94		15.2		51		8.4		172		14.2		137		11.2
Total	$	535	16.6	%	$	440	14.9	%	$	1,071	17.0	%	$	884	15.3	%

(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)

	Change in Net Sales for the Quarter Ended March 31, 2017
	versus Net Sales for the Quarter Ended March 25, 2016
	Net					Organic Net								Acquisitions
	Sales Growth					Sales Growth (1)					Translation (2)			(Divestiture)
	($ in millions)
Transportation Solutions (3):
Automotive	$	94		7.7	%	$	112		9.3	%	$	(18	)	$	—
Commercial transportation	40			19.2		44			21.0		(4		)	—
Sensors	13			7.0		6			3.5		(3		)	10
Total	147			9.1		162			10.1		(25		)	10
Industrial Solutions (3):
Industrial equipment	110			35.7		14			4.4		(8		)	104
Aerospace, defense, oil, and gas	(5		)	(1.8	)	(1		)	(0.3	)	(5		)	1
Energy	10			6.4		11			7.0		(1		)	—
Total	115			15.6		24			3.3		(14		)	105
Communications Solutions (3):
Data and devices	(26		)	(10.0	)	14			4.9		(6		)	(34		)
Subsea communications	21			10.5		21			10.5		—			—
Appliances	18			12.2		21			14.1		(3		)	—
Total	13			2.1		56			9.2		(9		)	(34		)
Total	$	275		9.3	%	$	242		8.2	%	$	(48	)	$	81

	Change in Net Sales for the Six Months Ended March 31, 2017
	versus Net Sales for the Six Months Ended March 25, 2016
	Net					Organic Net							Acquisitions
	Sales Growth					Sales Growth (1)				Translation (2)			(Divestiture)
	($ in millions)
Transportation Solutions (3):
Automotive	$	229		9.7	%	$	256	10.9	%	$	(27	)	$	—
Commercial transportation	67			17.0		73		18.5		(6		)	—
Sensors	19			5.2		4		1.2		(6		)	21
Total	315			10.1		333		10.7		(39		)	21
Industrial Solutions (3):
Industrial equipment	204			34.2		16		2.6		(10		)	198
Aerospace, defense, oil, and gas	(5		)	(1.0	)	1		0.2		(7		)	1
Energy	2			0.6		6		1.9		(4		)	—
Total	201			13.9		23		1.6		(21		)	199
Communications Solutions (3):
Data and devices	(59		)	(11.3	)	17		3.3		(6		)	(70		)
Subsea communications	12			2.8		12		2.8		—			—
Appliances	36			13.0		42		14.2		(6		)	—
Total	(11		)	(0.9	)	71		5.8		(12		)	(70		)
Total	$	505		8.7	%	$	427	7.5	%	$	(72	)	$	150

(1) 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 31, 2017

(UNAUDITED)

				Adjustments
				Acquisition		Restructuring
				Related		and Other			Tax			Adjusted
	U.S. GAAP			Charges (1)		Charges, Net (1)			Items (2)			(Non-GAAP) (3)
	($ in millions, except per share data)
Operating Income:
Transportation Solutions	$	300		$	—	$	33		$	—		$	333
Industrial Solutions	86			3		19			—			108
Communications Solutions	87			—		7			—			94
Total	$	473		$	3	$	59		$	—		$	535
Operating Margin	14.7		%									16.6		%
Other Expense, Net	$	(2	)	$	—	$	—		$	—		$	(2	)
Income Tax Expense	$	(39	)	$	—	$	(17	)	$	(22	)	$	(78	)
Income from Continuing Operations	$	406		$	3	$	42		$	(22	)	$	429
Diluted Earnings per Share from Continuing Operations	$	1.13		$	0.01	$	0.12		$	(0.06	)	$	1.19

(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) Income tax benefits associated with the tax impacts of certain intercompany transactions.

(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 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 Six Months Ended March 31, 2017

(UNAUDITED)

				Adjustments
				Acquisition			Restructuring
				Related			and Other			Tax			Adjusted
	U.S. GAAP			Charges (1)			Charges, Net (1)			Items (2)			(Non-GAAP) (3)
	($ in millions, except per share data)
Operating Income:
Transportation Solutions	$	643		$	1		$	57		$	—		$	701
Industrial Solutions	153			5			40			—			198
Communications Solutions	163			—			9			—			172
Total	$	959		$	6		$	106		$	—		$	1,071
Operating Margin	15.2		%										17.0		%
Other Expense, Net	$	(2	)	$	—		$	—		$	—		$	(2	)
Income Tax Expense	$	(93	)	$	(1	)	$	(30	)	$	(52	)	$	(176	)
Income from Continuing Operations	$	812		$	5		$	76		$	(52	)	$	841
Diluted Earnings per Share from Continuing Operations	$	2.26		$	0.01		$	0.21		$	(0.14	)	$	2.34

(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) Income tax benefits associated with the tax impacts of certain intercompany transactions and the corresponding reduction in the valuation allowance for U.S. tax loss carryforwards.

(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 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 Quarter Ended June 24, 2016

(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	$	297		$	2		$	21		$	—		$	320
Industrial Solutions	95			16			1			—			112
Communications Solutions	60			—			9			—			69
Total	$	452		$	18		$	31		$	—		$	501
Operating Margin	14.5		%										16.1		%
Other Expense, Net	$	(651	)	$	—		$	—		$	650		$	(1	)
Income Tax (Expense) Benefit	$	1,019		$	(3	)	$	(10	)	$	(1,086	)	$	(80	)
Income from Continuing Operations	$	791		$	15		$	21		$	(436	)	$	391
Diluted Earnings per Share from Continuing Operations	$	2.19		$	0.04		$	0.06		$	(1.21	)	$	1.08

(1) Includes $11 million of acquisition and integration costs and $7 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales.

(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 $1,135 million of income tax benefits associated with the 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, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in 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, as well as the related impact of $46 million 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 Year Ended September 30, 2016

(UNAUDITED)

				Adjustments
							Restructuring
				Acquisition			and Other
				Related			Charges			Tax			Adjusted
	U.S. GAAP			Charges (1)(2)			(Credits), Net (2)			Items (3)			(Non-GAAP) (4)
	($ in millions, except per share data)
Operating Income:
Transportation Solutions	$	1,191		$	9		$	46		$	—		$	1,246
Industrial Solutions	343			23			31			—			397
Communications Solutions	368			—			(75		)	—			293
Total	$	1,902		$	32		$	2		$	—		$	1,936
Operating Margin	15.5		%										15.8		%
Other Income (Expense), Net	$	(632	)	$	—		$	—		$	650		$	18
Income Tax (Expense) Benefit	$	779		$	(7	)	$	(2	)	$	(1,111	)	$	(341	)
Income from Continuing Operations	$	1,941		$	25		$	—		$	(461	)	$	1,505
Diluted Earnings per Share from Continuing Operations	$	5.26		$	0.07		$	—		$	(1.25	)	$	4.08

(1) Includes $22 million of acquisition and integration costs and $10 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales.

(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 $1,135 million of income tax benefits associated with the 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, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in 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, as well as the related impact of $46 million 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.

IMPACT OF ADDITIONAL WEEK (UNAUDITED)

For the Year Ended September 30, 2016

	Fiscal 2016									Change in Net Sales for Fiscal 2016 versus Net Sales for Fiscal 2015						Change in Organic Net Sales for Fiscal 2016 versus Organic Net Sales for Fiscal 2015 (2)
			Adjustment									Adjustment						Adjustment
	53 Weeks		Impact of			52 Weeks				53 Weeks		Impact of		52 Weeks		53 Weeks		Impact of		52 Weeks
	U.S. GAAP		53rd Week			(Non-GAAP) (1)(2)		Fiscal 2015		U.S. GAAP		53rd Week		(Non-GAAP) (1)(2)		(Non-GAAP) (2)		53rd Week		(Non-GAAP) (1)(2)
	($ in millions)
Net Sales:
Transportation Solutions
Automotive	$	4,912	$	(102	)	$	4,810	$	4,780	2.8	%	(2.2	)%	0.6	%	5.6	%	(2.2	)%	3.4	%
Commercial transportation	825		(15		)	810		820		0.6		(1.8	)	(1.2	)	2.6		(1.8	)	0.8
Sensors	766		(13		)	753		751		2.0		(1.7	)	0.3		3.1		(1.7	)	1.4
Total	6,503		(130		)	6,373		6,351		2.4		(2.1	)	0.3		4.9		(2.1	)	2.8
Industrial Solutions
Industrial equipment	1,419		(32		)	1,387		1,323		7.3		(2.5	)	4.8		(5.2	)	(2.1	)	(7.3	)
Aerospace, defense, oil, and gas	1,100		(20		)	1,080		1,151		(4.4	)	(1.8	)	(6.2	)	(3.8	)	(1.7	)	(5.5	)
Energy	696		(13		)	683		705		(1.3	)	(1.8	)	(3.1	)	3.6		(1.9	)	1.7
Total	3,215		(65		)	3,150		3,179		1.1		(2.0	)	(0.9	)	(2.8	)	(1.9	)	(4.7	)
Communications Solutions
Data and devices	1,020		(21		)	999		1,357		(24.8	)	(1.6	)	(26.4	)	(17.8	)	(1.7	)	(19.5	)
Subsea communications	885		(11		)	874		709		24.8		(1.5	)	23.3		24.8		(1.3	)	23.5
Appliances	615		(11		)	604		637		(3.5	)	(1.7	)	(5.2	)	(1.8	)	(1.9	)	(3.7	)
Total	2,520		(43		)	2,477		2,703		(6.8	)	(1.6	)	(8.4	)	(1.6	)	(1.7	)	(3.3	)
Total	$	12,238	$	(238	)	$	12,000	$	12,233	—	%	(1.9	)%	(1.9	)%	1.5	%	(2.0	)%	(0.5	)%

				Adjustments										Adjustment
				Acquisition		Restructuring
				Related		and Other					53 Weeks			Impact of			52 Weeks
	U.S. GAAP			Charges (3)		Charges, Net		Tax Items (4)			(Non-GAAP) (2)			53rd Week			(Non-GAAP) (1)(2)
	($ in millions, except per share data)
Operating Income	$	1,902		$	32	$	2	$	—		$	1,936		$	(55	)	$	1,881
Operating Margin	15.5		%								15.8		%				15.7		%
Diluted Earnings per Share from Continuing Operations	$	5.26		$	0.07	$	—	$	(1.25	)	$	4.08		$	(0.13	)	$	3.95

(1) Excludes the impact of an additional week in the fourth quarter of fiscal 2016. The impact of the additional week was estimated using an average weekly sales figure for the last month of the fiscal year.

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

(3) Includes $22 million of acquisition and integration costs and $10 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales.

(4) Includes $1,135 million of income tax benefits associated with the 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, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in 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, as well as the related impact of $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien.

TE CONNECTIVITY LTD.

RECONCILIATION OF FORWARD-LOOKING NON-GAAP FINANCIAL MEASURES

TO FORWARD-LOOKING GAAP FINANCIAL MEASURES

As of April 26, 2017

(UNAUDITED)

	Outlook for
	Quarter Ending
	June 30,
	2017
Diluted earnings per share from continuing operations (GAAP)	$	1.08 - $1.12
Restructuring and other charges, net	0.05
Acquisition related charges	0.01
Adjusted diluted earnings per share from continuing operations (non-GAAP) (1)	$	1.14 - $1.18
Net sales growth (GAAP)	2 - 6		%
Translation	2
(Acquisitions) divestitures, net	(1		)
Organic net sales growth (non-GAAP) (1)	3 - 7		%
	Outlook for
	Fiscal 2017
Diluted earnings per share from continuing operations (GAAP)	$4.39 - $4.47
Restructuring and other charges, net	0.30
Acquisition related charges	0.03
Tax items	(0.14		)
Adjusted diluted earnings per share from continuing operations (non-GAAP) (1)	$4.58 - $4.66
Net sales growth (GAAP)	3 - 5		%
Impact of additional week in fiscal 2016	2
Net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (1)	5 - 7		%
Translation	2
(Acquisitions) divestitures, net	(2		)
Organic net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (1)	5 - 7		%

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

EX-99.2

Exhibit 99.2

Q2 2017 Earnings April 26, 2017

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; and the possible effects on us of changes in tax laws, tax treaties and other legislation. 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. 30, 2016 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.

Record Q2 performance and raising FY17 Guidance 8% organic growth year-over-year Sales of $3.2B, with organic growth across all segments and regions, with Asia up 16% Organic growth of 10% in Transportation, with content growth driving market outperformance Industrial markets improving with 3% organic growth driven by factory automation Communications grew 9% organically with growth across all businesses Record Q2 profitability Adjusted Operating Margin of 16.6% and Adjusted EPS of $1.19, up 32% Y/Y 170bps Adjusted Operating Margin expansion Y/Y driven by Industrial and Communications Raising FY17 guidance, with order momentum in all regions Increasing year over year organic growth from 4% to 6% and adjusted EPS to $4.62 at the mid-point Second half year on year organic growth driven by all businesses Q2 orders up 20% organically year over year and up 15% organically excluding SubCom Free Cash Flow of $387M with $234M returned to shareholders Q2 Highlights 3 Organic Net Sales Growth, Adjusted EPS, Adjusted Operating Margin and Free Cash Flow are non-GAAP measures; see Appendix for description and reconciliation.

Reported FY16 FY17 FY17 Q2 Growth Q2 Q1 Q2 Reported Organic Transportation 1,551 1,775 1,811 17% 18% Industrial 762 832 927 22% 8% Communications Ex SubCom* 422 417 446 6% 17% Total TE Ex SubCom* 2,735 3,024 3,184 16% 15% Book to Bill Ex SubCom* 0.99 1.06 1.06 Segment Orders Summary ($ in millions) 4 Transportation Y/Y growth driven by strength in all regions Industrial Y/Y growth driven primarily by factory automation and interventional medical Communications Y/Y growth driven by strength in Asia in both Data and Devices and Appliances Q2 Book to Bill of 1.06 with momentum in all segments *SubCom is a project based business and excluded from the summary to provide a comparable view of orders in each period.

Y/Y Growth Rates Reported Organic Automotive $1,309 8% 9% Commercial Transportation 248 19% 21% Sensors 198 7% 3% Transportation Solutions $1,755 9% 10% $ in Millions Sales Automotive sales significantly above market driven by content growth and growth in Asia and EMEA Commercial Transportation organic growth driven by Asia due to our strong position in the heavy truck market and electronic content from regulation changes Sensors organic growth driven by Transportation and improving Industrial markets Business Performance Reported Up 9% Organic Up 10% Reported Organic Orders $1,811 17% 18% Adjusted Operating Margin Segment operating margins remain strong and support continued investments Organic Sales Growth, Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP measures; see Appendix for description and reconciliation. Transportation Solutions 5 Adjusted EBITDA Margin 24.3% 23.9% 19.0% 19.0% Q2 2016 Q2 2017 $1,608 $1,755 Q2 2016 Q2 2017

Y/Y Growth Rates Reported Organic Industrial Equipment $418 36% 4% Aerospace, Defense and Marine 268 (2)% -% Energy 167 6% 7% Industrial Solutions $853 16% 3% $ in Millions Sales Industrial Equipment organic growth driven by factory automation Industrial Equipment reported growth of 36% from Creganna and Intercontec acquisitions and strong performance Organic growth in Defense offset by Aerospace program timing Energy growth driven by strength in EMEA and Asia Business Performance Reported Up 16% Organic Up 3% Adjusted Operating Margin Industrial Solutions 6 Reported Organic Orders $927 22% 8% 130bps expansion Y/Y; No dilutive impact from Oil and Gas Organic Sales Growth, Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP measures; see Appendix for description and reconciliation. Adjusted EBITDA Margin 15.3% 16.9% $738 $853 Q2 2016 Q2 2017 11.4% 12.7% Q2 2016 Q2 2017

Y/Y Growth Rates Reported Organic Data & Devices* $233 (10)% 5% Appliances 165 12% 14% SubCom 221 11% 11% Communications Solutions $619 2% 9% $ in Millions Sales Data & Devices growth driven primarily by high speed programs with cloud infrastructure customers Data & Devices portfolio transformation and footprint optimization favorably impact operating margins Double digit Appliances growth driven by strength in Asia SubCom remains robust with multiple programs in force and a solid pipeline of opportunities Business Performance Reported Up 2% Organic Up 9% Reported Organic Orders ex SubCom* $446 6% 17% Adjusted Operating Margin 680bps margin expansion Y/Y with contributions from all businesses 7 Communications Solutions Organic Sales Growth, Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP measures; see Appendix for description and reconciliation. Adjusted EBITDA Margin 13.2% 19.9% *Prior year included the Circuit Protection business that was divested in Q2 FY16. 8.4% 15.2% Q2 2016 Q2 2017 $606 $619 Q2 2016 Q2 2017

Adjusted Operating Income, Adjusted Operating Margin and Adjusted EPS are non-GAAP measures; see Appendix for description. *Represents Diluted Earnings Per Share from Continuing Operations ($ in Millions, except per share amounts) Q2 FY16 Q2 FY17 Net Sales $ 2,952 $ 3,227 Operating Income $ 535 $ 473 Operating Margin 18.1% 14.7% Acquisition Related Charges 4 3 Restructuring & Other Charges, net (99) 59 Adjusted Operating Income $ 440 $ 535 Adjusted Operating Margin 14.9% 16.6% Earnings Per Share* $ 1.06 $ 1.13 Acquisition Related Charges 0.01 0.01 Restructuring & Other Charges, net (0.17) 0.12 Tax Items 0.01 (0.06) Adjusted EPS $ 0.90 $ 1.19 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. Q2 Operating Metrics 9 Adjusted EBITDA Margin $209 $387 Q2 2016 Q2 2017 32.6% 34.4% Q2 2016 Q2 2017 14.9% 16.6% Q2 2016 Q2 2017 19.7% 21.3% Q2 2016 Q2 2017

Guidance* 5% organic sales growth Y/Y driven by all segments Transportation Solutions Industrial Solutions Communications Solutions TE Connectivity Highlights Sales $3.2B to $3.3B Adjusted EPS $1.14 to $1.18 Sales up 4% Y/Y and up 5% organically at midpoint Adjusted EPS up 7% at the midpoint FX headwind unfavorably impacting sales by ~$70M Y/Y and Adjusted EPS by $0.04 Y/Y Tax rate headwind unfavorably impacting Adjusted EPS by $0.03 Y/Y Up Low Single Digits Up Mid Single Digits Organic Up High Single Digits Up High Single Digits Organic Up Low Single Digits Up Low Single Digits 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 Transportation Solutions mid single digit organic growth expected on 1% global auto production; Heavy truck performance remains strong Industrial Solutions organic growth expected across all three business units Communications Solutions growth expected across all businesses; Expect strong growth in SubCom based on program timing

Raising Guidance: 6% organic growth and Adjusted EPS up 17% Y/Y Sales of $12.6B to $12.8B Adjusted EPS of $4.58 - $4.66 Sales up 6% Y/Y; Expect organic growth of 6% Y/Y, up from 4% in Prior Guidance Adjusted EPS up 17% Y/Y at midpoint FX headwind impacting sales by ~$200M Y/Y and Adjusted EPS by $0.10 Y/Y Y/Y tax rate benefits 1H but negatively impacts 2H Up Mid Single Digits Up High Single Digits Organic Up Low Single Digits Up Mid Single Digits Organic Up High Single Digits Up Low Single Digits Organic FY17 Outlook* vs 52 week prior year Guidance Transportation Solutions Industrial Solutions TE Connectivity Highlights 11 Communications Solutions * Assumes foreign exchange rates and commodity prices that are consistent with current levels; Growth comparisons to prior year exclude the impact of an additional week in the fourth quarter of fiscal 2016 ($238M Revenue and $0.13 Adjusted EPS) Organic Sales Growth, Net Sales Growth Excluding the Impact of the Additional Week, Organic Net Sales Growth Excluding the Impact of the Additional Week, Adjusted EPS and Adjusted EPS Excluding the Impact of the Additional Week are non-GAAP measures; see Appendix for description and reconciliation. Transportation organic growth increases from prior view driven by 1H China strength; Expect 2-3% global auto production growth; Continue to expect strong growth in Commercial Transportation and growth in Sensors Industrial organic growth consistent with prior view reflecting continued improvement in Industrial markets Communications organic growth up versus prior view due to strength in both Appliances and Data and Devices; SubCom now expected to grow high single digits

Additional Information 12

Y/Y Q2 2017 13 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. Sales (in millions) Adjusted EPS Q2 2016 Results $2,952 $0.90 Operational Performance 242 0.23 Acquisitions / Divestitures, net 78 0.03 Tax Impact - 0.06 FX Impact (45) (0.03) Q2 2017 Results $3,227 $1.19

Y/Y Q3 2017 14 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. Sales (in millions) Adjusted EPS Q3 2016 Results $3,121 $1.08 Operational Performance 162 0.14 Acquisitions / Divestitures, net 29 0.01 Tax Impact - (0.03) FX Impact (72) (0.04) Q3 2017 Guidance $3,240 $1.16 Guidance Range: Sales of $3.2B - $3.3B Adjusted EPS of $1.14 – $1.18

Y/Y FY 2017 15 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. 1H 2H FY17 Sales (in millions) Adjusted EPS Sales (in millions) Adjusted EPS Sales (in millions) Adjusted EPS 2016 – 52 Weeks $5,785 $1.74 $6,215 $2.21 $12,000 $3.95 Operational Performance 429 0.36 282 0.19 711 0.55 Acquisitions / Divestitures, net* 146 0.05 50 0.03 196 0.08 Share Repurchase 0.12 0.02 0.14 Tax Rate Impact 0.10 (0.10) 0.00 FX Impact (70) (0.03) (137) (0.07) (207) (0.10) 2017 Guidance $6,290 $2.34 $6,410 $2.28 $12,700 $4.62 Guidance Range Sales of $12.6B - $12.8B Adjusted EPS of $4.58 - $4.66 * The impact of Acquisitions and Divestitures is shown until one year after the event. Upon the annual anniversary, the impact is considered to be operational.

($ in Millions) Q2 2016 Q2 2017 Beginning Cash Balance $2,223 $665 Free Cash Flow 209 387 Dividends (118) (131) Share repurchases (1,274) (105) Divestiture, net of cash retained 261 - Pre-separation and BNS related tax payments, net (141) - Other (10) (43) Ending Cash Balance $1,150 $773 Total Debt $3,884 $3,952 ($ in Millions) Q2 2016 Q2 2017 Cash from Continuing Operations $156 $521 Capital expenditures, net Cash paid pursuant to collateral requirements related to cross currency swaps Pre-separation and BNS related tax payments, net (131) 43 141 (155) 21 - Free Cash Flow $209 $387 A/R - $ $2,095 $2,244 Days Sales Outstanding* 65 63 Inventory (Excl. CIP) - $ $1,562 $1,527 Days on Hand* 72 65 Accounts Payable - $ $1,116 $1,226 Days Outstanding* 51 52 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

18 Non-GAAP Measures (cont.) We present non-GAAP performance and liquidity measures as we believe it is appropriate for investors to consider adjusted financial measures in addition to results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP financial measures provide supplemental information and should not be considered replacements for results in accordance with GAAP. Management uses non-GAAP financial measures internally for planning and forecasting purposes and in its decision making processes related to the operations of our company. We believe these measures provide meaningful information to us and investors because they enhance the understanding of our operating performance, ability to generate cash, and the trends of our business. Additionally, we believe that investors benefit from having access to the same financial measures that management uses in evaluating our operations. 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 financial measures in combination with the most directly comparable GAAP financial measures in order to better understand the amounts, character, and impact of any increase or decrease in reported amounts. These non-GAAP financial measures may not be comparable to similarly-titled measures reported by other companies. The following provides additional information regarding our non-GAAP financial measures: Organic Net Sales Growth – represents net sales growth (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, 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. This measure is a significant component in our incentive compensation plans. Adjusted Gross Margin and Adjusted Gross Margin Percentage – represent gross margin and gross margin percentage, respectively, (the most comparable GAAP financial measures) before special items including acquisition related charges, if any. Adjusted Operating Income and Adjusted Operating Margin – represent operating income and operating margin, respectively, (the most comparable GAAP financial measures) before special items including restructuring and other charges, acquisition related charges, and other income or charges, if any. We utilize these measures to assess segment level operating performance and to provide insight to management in evaluating segment operating plan execution and market conditions. Adjusted Operating Income is a significant component in our incentive compensation plans. Adjusted Other Income, Net – represents net other income (the most comparable GAAP financial measure) before special items including tax sharing income related to adjustments to prior period tax returns and other items, if any. Adjusted Income Tax Expense and Adjusted Effective Tax Rate – represent income tax expense and effective tax rate, respectively, (the most comparable GAAP financial measures) after adjusting for the tax effect of special items including restructuring and other charges, acquisition related charges, other income or charges, and certain significant tax items, if any. Adjusted Income from Continuing Operations – represents income from continuing operations (the most comparable GAAP financial measure) before special items including restructuring and other charges, acquisition related charges, tax sharing income related to adjustments to prior period tax returns and other tax items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects. Adjusted Earnings Per Share – represents diluted earnings per share from continuing operations (the most comparable GAAP financial measure) before special items including restructuring and other charges, acquisition related charges, tax sharing income related to adjustments to prior period tax returns and other tax items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects. This measure is a significant component in our incentive compensation plans.

19 Adjusted EBITDA and Adjusted EBITDA Margin - represent net income and net income as a percentage of net sales, respectively, (the most comparable GAAP financial 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 restructuring and other charges, acquisition related charges, and other income or charges, if any. Net Sales Excluding the Impact of the Additional Week, Net Sales Growth Excluding the Impact of the Additional Week, Organic Net Sales Growth Excluding the Impact of the Additional Week, Adjusted Operating Income Excluding the Impact of the Additional Week, Adjusted Operating Margin Excluding the Impact of the Additional Week, and Adjusted Earnings Per Share Excluding the Impact of the Additional Week – represent certain GAAP and non-GAAP financial measures excluding the impact of the additional week in the fourth quarter of the fiscal year for fiscal years which are 53 weeks in length. The impact of the additional week is estimated using an average weekly sales figure for the last month of the fiscal year. 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 financial 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 from the GAAP financial 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 and cash paid (collected) pursuant to collateral requirements related to cross currency swaps, 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 financial 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.)

20 Segment Summary Net Sales Net Sales Net Sales Net Sales Transportation Solutions 1,608 $ 1,755 $ 3,115 $ 3,430 $ Industrial Solutions 738 853 1,447 1,648 Communications Solutions 606 619 1,223 1,212 Total 2,952 $ 3,227 $ 5,785 $ 6,290 $ Operating Operating Operating Operating Operating Operating Operating Operating Income Margin Income Margin Income Margin Income Margin Transportation Solutions 289 $ 18.0% 300 $ 17.1% 550 $ 17.7% 643 $ 18.7% Industrial Solutions 63 8.5 86 10.1 129 8.9 153 9.3 Communications Solutions 183 30.2 87 14.1 254 20.8 163 13.4 Total 535 $ 18.1% 473 $ 14.7% 933 $ 16.1% 959 $ 15.2% 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 $ 19.0% 585 $ 18.8% 701 $ 20.4% Industrial Solutions 84 11.4 108 12.7 162 11.2 198 12.0 Communications Solutions 51 8.4 94 15.2 137 11.2 172 14.2 Total 440 $ 14.9% 535 $ 16.6% 884 $ 15.3% 1,071 $ 17.0% For the Quarters Ended For the Six Months Ended ($ in millions) (1) Adjusted operating income and adjusted operating margin are non-GAAP measures. See description of non-GAAP measures contained in this Appendix. 2016 2017 2016 2017 March 25, March 31, March 25, March 31,

Reconciliation of Net Sales Growth – Q2 17 vs. Q2 16 21 Acquisitions Translation (2) (Divestiture) Transportation Solutions (3) : Automotive 94 $ 7.7% 112 $ 9.3% (18) $ - $ Commercial transportation 40 19.2 44 21.0 (4) - Sensors 13 7.0 6 3.5 (3) 10 Total 147 9.1 162 10.1 (25) 10 Industrial Solutions (3) : Industrial equipment 110 35.7 14 4.4 (8) 104 Aerospace, defense, oil, and gas (5) (1.8) (1) (0.3) (5) 1 Energy 10 6.4 11 7.0 (1) - Total 115 15.6 24 3.3 (14) 105 Communications Solutions (3) : Data and devices (26) (10.0) 14 4.9 (6) (34) Subsea communications 21 10.5 21 10.5 - - Appliances 18 12.2 21 14.1 (3) - Total 13 2.1 56 9.2 (9) (34) Total 275 $ 9.3% 242 $ 8.2% (48) $ 81 $ (3) Industry end market information is presented consistently with our internal management reporting and may be periodically revised as management deems necessary. versus Net Sales for the Quarter Ended March 25, 2016 Change in Net Sales for the Quarter Ended March 31, 2017 (2) Represents the change in net sales resulting from changes in foreign currency exchange rates. (1) Organic net sales growth is a non-GAAP measure. See description of non-GAAP measures contained in this Appendix. Net Organic Net Sales Growth (1) ($ in millions) Sales Growth

Reconciliation of Net Sales Growth by Region – Q2 17 vs. Q2 16 22 Acquisitions Translation (2) (Divestiture) Americas 78 $ 7.9% 31 $ 3.1% 4 $ 43 $ EMEA 80 7.9 58 5.7 (36) 58 Asia-Pacific 117 12.4 153 16.2 (16) (20) Total 275 $ 9.3% 242 $ 8.2% (48) $ 81 $ (1) 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. Change in Net Sales for the Quarter Ended March 31, 2017 versus Net Sales for the Quarter Ended March 25, 2016 Sales Growth ($ in millions) Net Organic Net Sales Growth (1)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 31, 2017 23 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating Income: Transportation Solutions 300 $ - $ 33 $ - $ 333 $ Industrial Solutions 86 3 19 - 108 Communications Solutions 87 - 7 - 94 Total 473 $ 3 $ 59 $ - $ 535 $ Operating Margin 14.7% 16.6% Other Expense, Net (2) $ - $ - $ - $ (2) $ Income Tax Expense (39) $ - $ (17) $ (22) $ (78) $ Effective Tax Rate 8.8% 15.4% Income from Continuing Operations 406 $ 3 $ 42 $ (22) $ 429 $ Diluted Earnings per Share from Continuing Operations 1.13 $ 0.01 $ 0.12 $ (0.06) $ 1.19 $ (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. (3) See description of non-GAAP measures contained in this Appendix. Adjustments ($ in millions, except per share data) (2) Income tax benefits associated with the tax impacts of certain intercompany transactions.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended December 30, 2016 24 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating Income: Transportation Solutions 343 $ 1 $ 24 $ - $ 368 $ Industrial Solutions 67 2 21 - 90 Communications Solutions 76 - 2 - 78 Total 486 $ 3 $ 47 $ - $ 536 $ Operating Margin 15.9% 17.5% Income Tax Expense (54) $ (1) $ (13) $ (30) $ (98) $ Effective Tax Rate 11.7% 19.2% Income from Continuing Operations 406 $ 2 $ 34 $ (30) $ 412 $ Diluted Earnings per Share from Continuing Operations 1.13 $ 0.01 $ 0.09 $ (0.08) $ 1.15 $ (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. (3) See description of non-GAAP measures contained in this Appendix. Adjustments ($ in millions, except per share data) (2) Income tax benefits associated with the tax impacts of certain intercompany restructurings and the corresponding reduction in the valuation allowance for U.S. tax loss carryforwards.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 25, 2016 25 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 $ (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 Appendix. Adjustments ($ in millions, except per share data)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Six Months Ended March 31, 2017 26 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating Income: Transportation Solutions 643 $ 1 $ 57 $ - $ 701 $ Industrial Solutions 153 5 40 - 198 Communications Solutions 163 - 9 - 172 Total 959 $ 6 $ 106 $ - $ 1,071 $ Operating Margin 15.2% 17.0% Other Expense, Net (2) $ - $ - $ - $ (2) $ Income Tax Expense (93) $ (1) $ (30) $ (52) $ (176) $ Effective Tax Rate 10.3% 17.3% Income from Continuing Operations 812 $ 5 $ 76 $ (52) $ 841 $ Diluted Earnings per Share from Continuing Operations 2.26 $ 0.01 $ 0.21 $ (0.14) $ 2.34 $ Adjustments (3) See description of non-GAAP measures contained in this Appendix. ($ in millions, except per share data) (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) Income tax benefits associated with the tax impacts of certain intercompany transactions and the corresponding reduction in the valuation allowance for U.S. tax loss carryforwards.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Six Months Ended March 25, 2016 27 Restructuring Acquisition and Other Related Charges Tax Adjusted U.S. GAAP Charges (1) (Credits), Net (1)(2) Items (3) (Non-GAAP) (4) 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) $ Effective Tax Rate 20.9% 22.7% 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 $ (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 Appendix. Adjustments ($ in millions, except per share data) (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.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended June 24, 2016 28 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 297 $ 2 $ 21 $ - $ 320 $ Industrial Solutions 95 16 1 - 112 Communications Solutions 60 - 9 - 69 Total 452 $ 18 $ 31 $ - $ 501 $ Operating Margin 14.5% 16.1% Other Expense, Net (651) $ - $ - $ 650 $ (1) $ Income Tax (Expense) Benefit 1,019 $ (3) $ (10) $ (1,086) $ (80) $ Effective Tax Rate 446.9% 17.0% Income from Continuing Operations 791 $ 15 $ 21 $ (436) $ 391 $ Diluted Earnings per Share from Continuing Operations 2.19 $ 0.04 $ 0.06 $ (1.21) $ 1.08 $ (3) Includes $1,135 million of income tax benefits associated with the 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, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in 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, as well as the related impact of $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (4) See description of non-GAAP measures contained in this Appendix. Adjustments ($ in millions, except per share data) (1) Includes $11 million of acquisition and integration costs and $7 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales. (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 Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended September 30, 2016 29 Restructuring Acquisition and Other Related Charges Adjusted U.S. GAAP Charges (1) (Credits), Net (1) (Non-GAAP) (2) Operating Income: Transportation Solutions 344 $ 3 $ (6) $ 341 $ Industrial Solutions 119 1 3 123 Communications Solutions 54 - 33 87 Total 517 $ 4 $ 30 $ 551 $ Operating Margin 15.5% 16.5% Other Expense, Net (1) $ - $ - $ (1) $ Income Tax Expense (52) $ (1) $ (15) $ (68) $ Effective Tax Rate 10.6% 13.0% Income from Continuing Operations 437 $ 3 $ 15 $ 455 $ Diluted Earnings per Share from Continuing Operations 1.22 $ 0.01 $ 0.04 $ 1.27 $ (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) See description of non-GAAP measures contained in this Appendix. Adjustments ($ in millions, except per share data)

Impact of Additional Week for Q4 2016 30 Adjustment Adjustment Adjustment 14 Weeks Impact of 13 Weeks 14 Weeks Impact of 13 Weeks 14 Weeks Impact of 13 Weeks U.S. GAAP 14th Week (Non-GAAP) (1)(2) U.S. GAAP 14th Week (Non-GAAP) (1)(2) (Non-GAAP) (2) 14th Week (Non-GAAP) (1)(2) Net Sales: Transportation Solutions Automotive 1,311 $ (102) $ 1,209 $ 1,128 $ 16.2% (9.0)% 7.2% 15.3% (9.0)% 6.3% Commercial transportation 215 (15) 200 190 13.2 (7.9) 5.3 12.1 (7.9) 4.2 Sensors 210 (13) 197 190 10.5 (6.8) 3.7 4.2 (6.5) (2.3) Total 1,736 (130) 1,606 1,508 15.1 (8.6) 6.5 13.4 (8.5) 4.9 Industrial Solutions Industrial equipment 427 (32) 395 343 24.5 (9.3) 15.2 0.7 (7.8) (7.1) Aerospace, defense, oil, and gas 299 (20) 279 276 8.3 (7.2) 1.1 8.0 (7.1) 0.9 Energy 193 (13) 180 173 11.6 (7.6) 4.0 13.4 (7.6) 5.8 Total 919 (65) 854 792 16.0 (8.2) 7.8 6.0 (7.5) (1.5) Communications Solutions Data and devices 262 (21) 241 323 (18.9) (6.5) (25.4) (5.8) (7.5) (13.3) Subsea communications 239 (11) 228 202 18.3 (5.4) 12.9 18.3 (5.2) 13.1 Appliances 176 (11) 165 159 10.7 (6.9) 3.8 10.4 (7.4) 3.0 Total 677 (43) 634 684 (1.0) (6.3) (7.3) 5.9 (6.8) (0.9) Total 3,332 $ (238) $ 3,094 $ 2,984 $ 11.7% (8.0)% 3.7% 9.8% (7.9)% 1.9% Adjustment Acquisition Restructuring Related and Other 14 Weeks Impact of 13 Weeks U.S. GAAP Charges Charges, Net (Non-GAAP) (2) 14th Week (Non-GAAP) (1)(2) Operating Income 517 $ 4 $ 30 $ 551 $ (55) $ 496 $ Operating Margin 15.5% 16.5% 16.0% Diluted Earnings per Share from Continuing Operations 1.22 $ 0.01 $ 0.04 $ 1.27 $ (0.13) $ 1.14 $ Change in Net Sales for the Quarter Ended September 30, 2016 versus Net Sales for the Quarter Ended September 25, 2015 Change in Organic Net Sales for the Quarter Ended September 30, 2016 versus Organic Net Sales for the Quarter Ended September 25, 2015 (2) For the Quarter Ended September 30, 2016 For the Quarter Ended September 25, 2015 ($ in millions) Adjustments ($ in millions, except per share data) (1) Excludes the impact of an additional week in the fourth quarter of fiscal 2016. The impact of the additional week was estimated using an average weekly sales figure for the last month of the fiscal year. (2) See description of non-GAAP measures contained in this Appendix.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 30, 2016 31 Restructuring Acquisition and Other Related Charges Tax Adjusted U.S. GAAP Charges (1)(2) (Credits), Net (2) Items (3) (Non-GAAP) (4) Operating Income: Transportation Solutions 1,191 $ 9 $ 46 $ - $ 1,246 $ Industrial Solutions 343 23 31 - 397 Communications Solutions 368 - (75) - 293 Total 1,902 $ 32 $ 2 $ - $ 1,936 $ Operating Margin 15.5% 15.8% Other Income (Expense), Net (632) $ - $ - $ 650 $ 18 $ Income Tax (Expense) Benefit 779 $ (7) $ (2) $ (1,111) $ (341) $ Effective Tax Rate (67.0)% 18.5% Income from Continuing Operations 1,941 $ 25 $ - $ (461) $ 1,505 $ Diluted Earnings per Share from Continuing Operations 5.26 $ 0.07 $ - $ (1.25) $ 4.08 $ (4) See description of non-GAAP measures contained in this Appendix. Adjustments ($ in millions, except per share data) (1) Includes $22 million of acquisition and integration costs and $10 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales. (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 $1,135 million of income tax benefits associated with the 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, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in 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, as well as the related impact of $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien.

32 Impact of Additional Week for Fiscal 2016 Adjustment Adjustment Adjustment 53 Weeks Impact of 52 Weeks 53 Weeks Impact of 52 Weeks 53 Weeks Impact of 52 Weeks U.S. GAAP 53rd Week (Non-GAAP) (1)(2) U.S. GAAP 53rd Week (Non-GAAP) (1)(2) (Non-GAAP) (2) 53rd Week (Non-GAAP) (1)(2) Net Sales: Transportation Solutions Automotive 4,912 $ (102) $ 4,810 $ 4,780 $ 2.8% (2.2)% 0.6% 5.6% (2.2)% 3.4% Commercial transportation 825 (15) 810 820 0.6 (1.8) (1.2) 2.6 (1.8) 0.8 Sensors 766 (13) 753 751 2.0 (1.7) 0.3 3.1 (1.7) 1.4 Total 6,503 (130) 6,373 6,351 2.4 (2.1) 0.3 4.9 (2.1) 2.8 Industrial Solutions Industrial equipment 1,419 (32) 1,387 1,323 7.3 (2.5) 4.8 (5.2) (2.1) (7.3) Aerospace, defense, oil, and gas 1,100 (20) 1,080 1,151 (4.4) (1.8) (6.2) (3.8) (1.7) (5.5) Energy 696 (13) 683 705 (1.3) (1.8) (3.1) 3.6 (1.9) 1.7 Total 3,215 (65) 3,150 3,179 1.1 (2.0) (0.9) (2.8) (1.9) (4.7) Communications Solutions Data and devices 1,020 (21) 999 1,357 (24.8) (1.6) (26.4) (17.8) (1.7) (19.5) Subsea communications 885 (11) 874 709 24.8 (1.5) 23.3 24.8 (1.3) 23.5 Appliances 615 (11) 604 637 (3.5) (1.7) (5.2) (1.8) (1.9) (3.7) Total 2,520 (43) 2,477 2,703 (6.8) (1.6) (8.4) (1.6) (1.7) (3.3) Total 12,238 $ (238) $ 12,000 $ 12,233 $ -% (1.9)% (1.9)% 1.5% (2.0)% (0.5)% Adjustment Acquisition Restructuring Related and Other 53 Weeks Impact of 52 Weeks U.S. GAAP Charges (3) Charges, Net Tax Items (4) (Non-GAAP) (2) 53rd Week (Non-GAAP) (1)(2) Operating Income 1,902 $ 32 $ 2 $ - $ 1,936 $ (55) $ 1,881 $ Operating Margin 15.5% 15.8% 15.7% Diluted Earnings per Share from Continuing Operations 5.26 $ 0.07 $ - $ (1.25) $ 4.08 $ (0.13) $ 3.95 $ (4) Includes $1,135 million of income tax benefits associated with the 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, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in 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, as well as the related impact of $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. ($ in millions) Adjustments ($ in millions, except per share data) (1) Excludes the impact of an additional week in the fourth quarter of fiscal 2016. The impact of the additional week was estimated using an average weekly sales figure for the last month of the fiscal year. (2) See description of non-GAAP measures contained in this Appendix. (3) Includes $22 million of acquisition and integration costs and $10 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales. Change in Net Sales for Fiscal 2016 versus Net Sales for Fiscal 2015 Change in Organic Net Sales for Fiscal 2016 versus Organic Net Sales for Fiscal 2015 (2) Fiscal 2016 Fiscal 2015

Reconciliation of Gross Margin & Gross Margin Percentage 33 March 25, March 31, 2016 2017 Net Sales 2,952 $ 3,227 $ Cost of Sales 1,990 2,119 Gross Margin 962 1,108 Gross Margin Percentage 32.6% 34.3% Acquisition Related Charges 1 1 Adjusted Gross Margin (1) 963 $ 1,109 $ Adjusted Gross Margin Percentage (1) 32.6% 34.4% (1) See description of non-GAAP measures contained in this Appendix. ($ in millions) For the Quarters Ended

Reconciliation of Free Cash Flow 34 March 25, March 31, March 25, March 31, 2016 2017 2016 2017 Net cash provided by operating activities: Net cash provided by continuing operating activities 156 $ 521 $ 547 $ 925 $ Net cash used in discontinued operating activities (1) - (2) - 155 521 545 925 Net cash provided by (used in) investing activities 136 (143) 15 (297) Net cash used in financing activities (1,367) (283) (2,737) (492) Effect of currency translation on cash 3 13 (2) (10) Net increase (decrease) in cash and cash equivalents (1,073) $ 108 $ (2,179) $ 126 $ Net cash provided by continuing operating activities 156 $ 521 $ 547 $ 925 $ Excluding: Payments related to pre-separation U.S. tax matters, net 139 - 140 - Payments related to income taxes on the sale of the Broadband Network Solutions business 2 - 9 - Cash (collected) paid pursuant to collateral requirements related to cross currency swaps 43 21 19 (39) Capital expenditures, net (131) (155) (269) (281) Free cash flow (1) 209 $ 387 $ 446 $ 605 $ For the Quarters Ended (1) Free cash flow is a non-GAAP measure. See description of non-GAAP measures contained in this Appendix. For the Six Months Ended (in millions)

Reconciliation of Adjusted EBITDA Margin 35 March 25, March 31, 2016 2017 Net Income 380 $ 405 $ Loss from discontinued operations 9 1 Income tax expense 130 39 Other (income) expense, net (12) 2 Interest expense 32 32 Interest (income) (4) (6) Operating Income 535 473 Acquisition related charges 4 3 Restructuring and other charges (credits), net (99) 59 Adjusted Operating Income (1) 440 535 Depreciation and amortization (2) 143 151 Adjusted EBITDA (1) 583 $ 686 $ Net Sales 2,952 $ 3,227 $ Net income as a percentage of net sales 12.9% 12.6% Adjusted EBITDA margin (1) 19.7% 21.3% Transportation Industrial Communications Transportation Industrial Communications Solutions Solutions Solutions Total Solutions Solutions Solutions Total Operating Income 289 $ 63 $ 183 $ 535 $ 300 $ 86 $ 87 $ 473 $ Acquisition related charges 1 3 - 4 - 3 - 3 Restructuring and other charges (credits), net 15 18 (132) (99) 33 19 7 59 Adjusted Operating Income (1) 305 84 51 440 333 108 94 535 Depreciation and amortization 85 29 29 143 (2) 86 36 29 151 (2) Adjusted EBITDA (1) 390 $ 113 $ 80 $ 583 $ 419 $ 144 $ 123 $ 686 $ Net Sales $ 1,608 $ 738 $ 606 $ 2,952 1,755 $ 853 $ 619 $ 3,227 $ Operating margin 18.0% 8.5% 30.2% 18.1% 17.1% 10.1% 14.1% 14.7% Adjusted operating margin (1) 19.0% 11.4% 8.4% 14.9% 19.0% 12.7% 15.2% 16.6% Adjusted EBITDA margin (1) 24.3% 15.3% 13.2% 19.7% 23.9% 16.9% 19.9% 21.3% March 25, 2016 March 31, 2017 (1) See description of non-GAAP measures contained in this Appendix. (2) Excludes non-cash amortization associated with fair value adjustments related to acquired customer order backlog of $1 million for the quarters ended March 25, 2016 and March 31, 2017 as these charges are included in the acquisition related charges line. For the Quarters Ended ($ in millions) For the Quarters Ended ($ in millions)

Reconciliation of Forward-Looking Non-GAAP Financial Measures to Forward-Looking GAAP Financial Measures 36 Outlook for Quarter Ending June 30, 2017 (1) Diluted earnings per share from continuing operations (GAAP) $1.08 - $1.12 Restructuring and other charges, net 0.05 Acquisition related charges 0.01 Tax items - Adjusted diluted earnings per share from continuing operations (non-GAAP) (2) $1.14 - $ 1.18 Net sales growth (GAAP) 2 - 6% Translation 2 (Acquisitions) divestitures, net (1) Organic net sales growth (non-GAAP) (2) 3 - 7% Outlook for Fiscal 2017 (1) Diluted earnings per share from continuing operations (GAAP) $4.39 - $4.47 Restructuring and other charges, net 0.30 Acquisition related charges 0.03 Tax items (0.14) Adjusted diluted earnings per share from continuing operations (non-GAAP) (2) $4.58 - $4.66 Net sales growth (GAAP) 3 - 5% Impact of additional week in fiscal 2016 2% Net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (2) 5 - 7% Translation 2 (Acquisitions) divestitures, net (2) Organic net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (2) 5 - 7% (1) Outlook is as of April 26, 2017. (2) See description of non-GAAP measures contained in this Appendix.