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): July 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 July 26, 2017, TE Connectivity Ltd. (the “Company”) issued a press release reporting the Company’s third 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 July 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 July 26, 2017
99.2	Presentation - TE Connectivity Q3 2017 Earnings Call (July 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: July 26, 2017

3

EX-99.1

Exhibit 99.1

TE Connectivity Reports Third Quarter 2017 Financial Results

Net sales and earnings per share exceed guidance; company raises full year sales and earnings outlook

SCHAFFHAUSEN, Switzerland — July 26, 2017 — TE Connectivity Ltd. (NYSE: TEL) today reported results for the fiscal third quarter that ended June 30, 2017.

Third Quarter Highlights

·Net sales were $3.4 billion, up 8 percent, as reported and organically, from third quarter of 2016;

·Orders, excluding the company’s SubCom business, were $3.3 billion, up 12 percent from the prior year;

·Diluted earnings per share from continuing operations were $1.21;

·Adjusted earnings per share were $1.24;

·Cash flow from continuing operating activities was $524 million, with free cash flow of $408 million, and $324 million returned to shareholders.

Third Quarter Results

For the third quarter, the company reported net sales of $3.4 billion, with growth of 8 percent year-over-year. Diluted earnings per share (EPS) from continuing operations (GAAP EPS) were $1.21 and adjusted EPS were $1.24. Cash flow from continuing operating activities was $524 million, and free cash flow was $408 million. The company returned $324 million to shareholders in the quarter through dividends and share repurchases. Orders for the quarter, excluding the company’s SubCom business, totaled $3.3 billion, up 12 percent from the prior year, with a book-to-bill ratio of 1.06.

“Our teams continued to deliver strong financial performance and growth across all segments and regions, reflecting our strategy to create safer, sustainable, productive and connected solutions for our customers,” said TE Connectivity Chief Executive Officer Terrence Curtin. “This quarter’s results were driven by content growth in Transportation Solutions; strength in our Industrial Solutions segment, particularly in factory automation and medical applications; and strong results in our Communications Solutions segment, especially in areas connected to cloud solutions.

“In connection with these results, we are raising the midpoint of our fiscal 2017 sales and adjusted EPS guidance to $12.9 billion and $4.73 respectively, representing 7 percent organic sales growth and 20 percent adjusted EPS

growth versus the prior year,” Curtin added. “This increase in our guidance is due to above market growth in all of our segments and strong execution of our strategy.”

During the third quarter, the company announced a definitive agreement to acquire Hirschmann Car Communication, which focuses on vehicle connectivity technology used in antenna and infotainment systems and acquired MicroGroup, a producer of specialized shafts for medical applications. These acquisitions will enable further content growth in key applications for the automotive and medical markets.

2017 Outlook

For the fiscal fourth quarter of 2017, the company expects net sales of $3.2 billion to $3.3 billion, reflecting an increase of 5 percent on an as reported basis and 4 percent organically, at the midpoint versus the fourth quarter of 2016, excluding the additional week in fiscal year 2016. GAAP EPS are expected to be $1.07 to $1.09, including net restructuring, acquisition-related and other charges of $0.07. TE expects adjusted EPS of $1.14 to $1.16, which includes a $0.09 favorable impact from growth and margin improvements year-over-year, offset by a $0.08 tax rate impact due to an unusually low tax rate in the prior year.

For the full year, the company expects net sales of $12.85 billion to $12.95 billion, reflecting 8 percent growth on an as reported basis and 7 percent organically at the mid-point versus the prior year, excluding the additional week in fiscal year 2016. GAAP EPS are expected to be $4.54 to $4.56, including net restructuring, acquisition-related and other charges of $0.34 and a tax-related benefit of $0.16. TE expects adjusted EPS of $4.72 to $4.74 reflecting 20 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.

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) 234-9959.

·An audio replay of the conference call will be available beginning at 10:30 a.m. ET on July 26, 2017, and ending at 11:59 p.m. ET on August 2, 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 426345.

About TE Connectivity

TE Connectivity (NYSE: TEL) is a global technology leader with revenues of approximately $13 billion. 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 Financial 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 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.

·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 Nine Months Ended
	June 30,			June 24,			June 30,			June 24,
	2017			2016			2017			2016
	(in millions, except per share data)
Net sales	$	3,367		$	3,121		$	9,657		$	8,906
Cost of sales	2,229			2,099			6,346			5,977
Gross margin	1,138			1,022			3,311			2,929
Selling, general, and administrative expenses	412			367			1,196			1,074
Research, development, and engineering expenses	170			161			490			479
Acquisition and integration costs	1			11			5			19
Restructuring and other charges (credits), net	19			31			125			(28		)
Operating income	536			452			1,495			1,385
Interest income	3			2			14			12
Interest expense	(32		)	(31		)	(95		)	(93		)
Other expense, net	(4		)	(651		)	(6		)	(631		)
Income (loss) from continuing operations before income taxes	503			(228		)	1,408			673
Income tax (expense) benefit	(71		)	1,019			(164		)	831
Income from continuing operations	432			791			1,244			1,504
Income from discontinued operations, net of income taxes	3			48			5			68
Net income	$	435		$	839		$	1,249		$	1,572
Basic earnings per share:
Income from continuing operations	$	1.22		$	2.22		$	3.50		$	4.08
Income from discontinued operations	0.01			0.13			0.01			0.18
Net income	1.23			2.35			3.52			4.26
Diluted earnings per share:
Income from continuing operations	$	1.21		$	2.19		$	3.47		$	4.03
Income from discontinued operations	0.01			0.13			0.01			0.18
Net income	1.22			2.32			3.48			4.21
Dividends paid per common share	$	0.40		$	0.37		$	1.14		$	1.03
Weighted-average number of shares outstanding:
Basic	355			357			355			369
Diluted	358			361			359			373

TE CONNECTIVITY LTD.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,			September 30,
	2017			2016
	(in millions, except share data)
Assets
Current assets:
Cash and cash equivalents	$	755		$	647
Accounts receivable, net of allowance for doubtful accounts of $20 and $17, respectively	2,271			2,046
Inventories	1,787			1,596
Prepaid expenses and other current assets	541			486
Total current assets	5,354			4,775
Property, plant, and equipment, net	3,165			3,052
Goodwill	5,516			5,492
Intangible assets, net	1,790			1,879
Deferred income taxes	2,287			2,111
Other assets	408			299
Total Assets	$	18,520		$	17,608
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term debt	$	878		$	331
Accounts payable	1,309			1,090
Accrued and other current liabilities	1,623			1,437
Deferred revenue	62			208
Total current liabilities	3,872			3,066
Long-term debt	3,113			3,739
Long-term pension and postretirement liabilities	1,494			1,502
Deferred income taxes	197			207
Income taxes	283			247
Other liabilities	420			362
Total Liabilities	9,379			9,123
Commitments and contingencies
Shareholders’ equity:
Common shares, CHF 0.57 par value, 357,069,981 shares authorized and issued, and 382,835,381 shares authorized and issued, respectively	157			168
Contributed surplus	—			1,801
Accumulated earnings	9,747			8,682
Treasury shares, at cost, 3,380,507 and 27,554,005 shares, respectively	(257		)	(1,624		)
Accumulated other comprehensive loss	(506		)	(542		)
Total Shareholders’ Equity	9,141			8,485
Total Liabilities and Shareholders’ Equity	$	18,520		$	17,608

TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Quarters Ended						For the Nine Months Ended
	June 30,			June 24,			June 30,			June 24,
	2017			2016			2017			2016
	(in millions)
Cash Flows From Operating Activities:
Net income	$	435		$	839		$	1,249		$	1,572
Income from discontinued operations, net of income taxes	(3		)	(48		)	(5		)	(68		)
Income from continuing operations	432			791			1,244			1,504
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	157			148			469			438
Deferred income taxes	(28		)	214			(146		)	162
Provision for losses on accounts receivable and inventories	6			4			15			27
Tax sharing expense	5			651			6			632
Share-based compensation expense	26			23			73			66
(Gain) loss on divestiture	—			3			—			(143		)
Other	6			22			17			84
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net	(45		)	6			(260		)	15
Inventories	(126		)	59			(195		)	(2		)
Prepaid expenses and other current assets	(38		)	—			(6		)	302
Accounts payable	69			12			217			(4		)
Accrued and other current liabilities	43			70			56			(68		)
Deferred revenue	(67		)	48			(150		)	(22		)
Income taxes	21			(1,339		)	54			(1,735		)
Other	63			3			55			6
Net cash provided by continuing operating activities	524			715			1,449			1,262
Net cash provided by (used in) discontinued operating activities	(1		)	3			(1		)	1
Net cash provided by operating activities	523			718			1,448			1,263
Cash Flows From Investing Activities:
Capital expenditures	(163		)	(150		)	(452		)	(420		)
Proceeds from sale of property, plant, and equipment	4			2			12			3
Acquisition of businesses, net of cash acquired	(77		)	(988		)	(77		)	(994		)
Proceeds from divestiture of business, net of cash retained by sold business	4			65			4			326
Other	(9		)	(1		)	(25		)	28
Net cash used in investing activities	(241		)	(1,072		)	(538		)	(1,057		)
Cash Flows From Financing Activities:
Net increase (decrease) in commercial paper	—			150			(162		)	300
Proceeds from issuance of debt	—			—			89			350
Repayment of debt	—			—			—			(500		)
Proceeds from exercise of share options	22			16			86			77
Repurchase of common shares	(178		)	(134		)	(376		)	(2,657		)
Payment of common share dividends to shareholders	(142		)	(132		)	(405		)	(377		)
Other	(2		)	3			(24		)	(29		)
Net cash used in continuing financing activities	(300		)	(97		)	(792		)	(2,836		)
Net cash provided by (used in) discontinued financing activities	1			(3		)	1			(1		)
Net cash used in financing activities	(299		)	(100		)	(791		)	(2,837		)
Effect of currency translation on cash	(1		)	(2		)	(11		)	(4		)
Net increase (decrease) in cash and cash equivalents	(18		)	(456		)	108			(2,635		)
Cash and cash equivalents at beginning of period	773			1,150			647			3,329
Cash and cash equivalents at end of period	$	755		$	694		$	755		$	694
Supplemental Cash Flow Information:
Interest paid	$	40		$	40		$	106		$	102
Income taxes paid, net of refunds	79			107			256			742

TE CONNECTIVITY LTD.

RECONCILIATION OF FREE CASH FLOW (UNAUDITED)

	For the Quarters Ended						For the Nine Months Ended
	June 30,			June 24,			June 30,			June 24,
	2017			2016			2017			2016
	(in millions)
Net cash provided by continuing operating activities	$	524		$	715		$	1,449		$	1,262
Excluding:
Payments (receipts) related to pre-separation U.S. tax matters, net	(15		)	5			(23		)	145
Payments related to income taxes on the sale of the Broadband Network Solutions business	—			17			—			26
Cash paid pursuant to collateral requirements related to cross currency swaps	58			—			19			19
Capital expenditures, net	(159		)	(148		)	(440		)	(417		)
Free cash flow (1)	$	408		$	589		$	1,005		$	1,035

(1) Free cash flow is a non-GAAP financial measure. See description of non-GAAP financial measures.

TE CONNECTIVITY LTD.

CONSOLIDATED SEGMENT DATA (UNAUDITED)

	For the Quarters Ended				For the Nine Months Ended
	June 30,		June 24,		June 30,		June 24,
	2017		2016		2017		2016
	($ in millions)
	Net Sales		Net Sales		Net Sales		Net Sales
Transportation Solutions	$	1,765	$	1,652	$	5,195	$	4,767
Industrial Solutions	905		849		2,553		2,296
Communications Solutions	697		620		1,909		1,843
Total	$	3,367	$	3,121	$	9,657	$	8,906

	Operating		Operating		Operating		Operating		Operating		Operating		Operating		Operating
	Income		Margin		Income		Margin		Income		Margin		Income		Margin
Transportation Solutions	$	328	18.6	%	$	297	18.0	%	$	971	18.7	%	$	847	17.8	%
Industrial Solutions	98		10.8		95		11.2		251		9.8		224		9.8
Communications Solutions	110		15.8		60		9.7		273		14.3		314		17.0
Total	$	536	15.9	%	$	452	14.5	%	$	1,495	15.5	%	$	1,385	15.6	%

	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	$	332	18.8	%	$	320	19.4	%	$	1,033	19.9	%	$	905	19.0	%
Industrial Solutions	115		12.7		112		13.2		313		12.3		274		11.9
Communications Solutions	112		16.1		69		11.1		284		14.9		206		11.2
Total	$	559	16.6	%	$	501	16.1	%	$	1,630	16.9	%	$	1,385	15.6	%

(1) Adjusted operating income and adjusted operating margin are non-GAAP financial measures. See description of non-GAAP financial measures.

TE CONNECTIVITY LTD.

RECONCILIATION OF NET SALES GROWTH (UNAUDITED)

	Change in Net Sales for the Quarter Ended June 30, 2017
	versus Net Sales for the Quarter Ended June 24, 2016
	Net					Organic Net
	Sales Growth					Sales Growth (1)					Translation (2)			Acquisitions
	($ in millions)
Transportation Solutions (3):
Automotive	$	49		3.9	%	$	70		5.6	%	$	(21	)	$	—
Commercial transportation	45			20.7		50			23.1		(5		)	—
Sensors	19			10.0		14			7.2		(4		)	9
Total	113			6.8		134			8.1		(30		)	9
Industrial Solutions (3):
Industrial equipment	61			15.4		40			10.2		(7		)	28
Aerospace, defense, oil, and gas	(5		)	(1.8	)	(2		)	(0.6	)	(3		)	—
Energy	—			—		4			1.7		(4		)	—
Total	56			6.6		42			4.9		(14		)	28
Communications Solutions (3):
Data and devices	10			4.3		14			5.8		(4		)	—
Subsea communications	48			21.5		48			21.5		—			—
Appliances	19			11.7		22			13.6		(3		)	—
Total	77			12.4		84			13.5		(7		)	—
Total	$	246		7.9	%	$	260		8.3	%	$	(51	)	$	37

	Change in Net Sales for the Nine Months Ended June 30, 2017
	versus Net Sales for the Nine Months Ended June 24, 2016
	Net					Organic Net								Acquisitions
	Sales Growth					Sales Growth (1)					Translation (2)			(Divestiture)
	($ in millions)
Transportation Solutions (3):
Automotive	$	277		7.7	%	$	326		9.1	%	$	(49	)	$	—
Commercial transportation	113			18.5		123			20.1		(10		)	—
Sensors	38			6.8		18			3.2		(10		)	30
Total	428			9.0		467			9.8		(69		)	30
Industrial Solutions (3):
Industrial equipment	265			26.7		56			5.7		(17		)	226
Aerospace, defense, oil, and gas	(10		)	(1.2	)	(1		)	(0.1	)	(10		)	1
Energy	2			0.4		9			1.8		(7		)	—
Total	257			11.2		64			2.8		(34		)	227
Communications Solutions (3):
Data and devices	(49		)	(6.5	)	34			4.1		(13		)	(70		)
Subsea communications	60			9.3		60			9.3		—			—
Appliances	55			12.5		63			14.0		(8		)	—
Total	66			3.6		157			8.5		(21		)	(70		)
Total	$	751		8.4	%	$	688		7.7	%	$	(124	)	$	187

(1) Organic net sales growth is a non-GAAP financial measure. See description of non-GAAP financial measures.

(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 June 30, 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	$	328		$	1		$	3		$	—		$	332
Industrial Solutions	98			3			14			—			115
Communications Solutions	110			—			2			—			112
Total	$	536		$	4		$	19		$	—		$	559
Operating Margin	15.9		%										16.6		%
Other Income (Expense), Net	$	(4	)	$	—		$	—		$	7		$	3
Income Tax Expense	$	(71	)	$	(1	)	$	(3	)	$	(14	)	$	(89	)
Effective Tax Rate	14.1		%										16.7		%
Income from Continuing Operations	$	432		$	3		$	16		$	(7	)	$	444
Diluted Earnings per Share from Continuing Operations	$	1.21		$	0.01		$	0.04		$	(0.02	)	$	1.24

(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 pre-separation tax matters and the related impact to other expense pursuant to the tax sharing agreement with Tyco International and Covidien.

(3) See description of non-GAAP financial measures.

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	)
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

(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 financial measures.

TE CONNECTIVITY LTD.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

For the Nine Months Ended June 30, 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	$	971		$	2		$	60		$	—		$	1,033
Industrial Solutions	251			8			54			—			313
Communications Solutions	273			—			11			—			284
Total	$	1,495		$	10		$	125		$	—		$	1,630
Operating Margin	15.5		%										16.9		%
Other Income (Expense), Net	$	(6	)	$	—		$	—		$	7		$	1
Income Tax Expense	$	(164	)	$	(2	)	$	(33	)	$	(66	)	$	(265	)
Effective Tax Rate	11.6		%										17.1		%
Income from Continuing Operations	$	1,244		$	8		$	92		$	(59	)	$	1,285
Diluted Earnings per Share from Continuing Operations	$	3.47		$	0.02		$	0.26		$	(0.16	)	$	3.58

(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 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. Also includes income tax benefits associated with pre-separation tax matters and the related impact to other expense pursuant to the tax sharing agreement with Tyco International and Covidien.

(3) See description of non-GAAP financial measures.

TE CONNECTIVITY LTD.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

For the Nine Months Ended June 24, 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	$	847		$	6		$	52		$	—		$	905
Industrial Solutions	224			22			28			—			274
Communications Solutions	314			—			(108		)	—			206
Total	$	1,385		$	28		$	(28	)	$	—		$	1,385
Operating Margin	15.6		%										15.6		%
Other Income (Expense), Net	$	(631	)	$	—		$	—		$	650		$	19
Income Tax (Expense) Benefit	$	831		$	(6	)	$	13		$	(1,111	)	$	(273	)
Effective Tax Rate	(123.5		)%										20.6		%
Income from Continuing Operations	$	1,504		$	22		$	(15	)	$	(461	)	$	1,050
Diluted Earnings per Share from
Continuing Operations	$	4.03		$	0.06		$	(0.04	)	$	(1.24	)	$	2.82

(1) Includes $19 million of acquisition and integration costs and $9 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 financial measures.

TE CONNECTIVITY LTD.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

For the Quarter Ended September 30, 2016

(UNAUDITED)

				Adjustments
							Restructuring
				Acquisition			and Other
				Related			Charges			Adjusted
	U.S. GAAP			Charges (1)			(Credits), Net (1)			(Non-GAAP) (2)
	($ in millions, except per share data)
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 financial measures.

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	)
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

(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 financial measures.

TE CONNECTIVITY LTD.

IMPACT OF ADDITIONAL WEEK (UNAUDITED)

For the Quarter Ended September 30, 2016

	For the Quarter Ended September 30, 2016									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
			Adjustment					Quarter Ended				Adjustment						Adjustment
	14 Weeks		Impact of			13 Weeks		September 25,		14 Weeks		Impact of		13 Weeks		14 Weeks		Impact of		13 Weeks
	U.S. GAAP		14th Week			(Non-GAAP) (1)(2)		2015		U.S. GAAP		14th Week		(Non-GAAP) (1)(2)		(Non-GAAP) (2)		14th Week		(Non-GAAP) (1)(2)
	($ in millions)
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	%

				Adjustments							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)
	($ in millions, except per share data)
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

(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 financial measures.

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 financial measures.

(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 July 26, 2017

(UNAUDITED)

	Outlook for
	Quarter Ending
	September 29,	Outlook for
	2017	Fiscal 2017
Diluted earnings per share from continuing operations (GAAP)	$1.07 - $1.09	$4.54 - 4.56
Restructuring and other charges, net	0.06	0.31
Acquisition related charges	0.01	0.03
Tax items	—	(0.16)
Adjusted diluted earnings per share from continuing operations (non-GAAP) (1)	$1.14 - 1.16	$4.72 - 4.74
Net sales growth (GAAP)	(5) - (1)%	5 - 6%
Impact of additional week in fiscal 2016	8	2
Net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (1)	3 - 7%	7 - 8%
Translation	—	1
(Acquisitions) divestitures, net	(1)	(2)
Organic net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (1)	2 - 6%	6 - 7%
Effective tax rate (GAAP)	18.5%	13.8%
Effective tax rate adjustments(2)	0.5	4.2
Adjusted effective tax rate (non-GAAP) (1)	19.0%	18.0%

(1) See description of non-GAAP financial measures.

(2) Includes adjustments for special tax items and the tax effect of acquisition related charges and restructuring and other charges, calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

EX-99.2

Exhibit 99.2

Q3 2017 Earnings July 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 Financial 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 Q3 performance and exceeded Guidance; Raising FY17 Guidance 8% organic growth year-over-year Sales of $3.4B, with organic growth across all segments and regions Transportation grew 8% organically as content growth continues to drive market outperformance Organic growth of 5% in Industrial driven by strength in factory automation & medical applications Double digit organic growth in Communications with growth across all businesses Record profitability in Q3 Adjusted EPS of $1.24, up 15% Y/Y driven by operational strength Adjusted Operating Margin of 16.6%, expanded margins by 50bps Y/Y Free Cash Flow of $408M with $324M returned to shareholders Raising FY17 Sales and EPS guidance Increasing year over year organic growth to 7% and adjusted EPS to $4.73 at the mid-point, up 20% Order momentum continues, up 12% Y/Y in Q3 excluding SubCom Strengthening our harsh portfolio with bolt-on acquisitions in Automotive and Medical Q3 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 Q3 Y/Y Growth Q3 Q2 Q3 Reported Organic Transportation 1,659 1,811 1,887 14% 15% Industrial 875 927 951 9% 6% Communications Ex SubCom* 393 446 432 10% 12% Total TE Ex SubCom* 2,927 3,184 3,270 12% 12% Book to Bill Ex SubCom* 1.01 1.06 1.06 Segment Orders Summary ($ in millions) 4 Transportation Y/Y growth driven by all regions and businesses Industrial Y/Y growth driven by strength in Industrial Equipment Communications Y/Y growth driven by strength in Asia in both Data and Devices and Appliances Orders momentum in all segments in Q3 *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 $1,294 4% 6% Commercial Transportation 262 21% 23% Sensors 209 10% 7% Transportation Solutions $1,765 7% 8% $ in Millions Sales Automotive sales significantly above production of 1% driven by content expansion and growth in all regions Commercial Transportation organic growth driven by strength across all regions and content gains Sensors organic growth driven by Transportation and Industrial applications Y/Y Adjusted Operating Margin impacted by stronger demand than planned creating near term supply chain inefficiencies Business Performance Reported Up 7% Organic Up 8% Y/Y Growth Rates Reported Organic Orders $1,887 14% 15% Adjusted Operating Margin Segment operating margins in line with expectations 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 24.6% 23.9% 19.4% 18.8% Q3 2016 Q3 2017 $1,652 $1,765 Q3 2016 Q3 2017

Y/Y Growth Rates Reported Organic Industrial Equipment $456 15% 10% Aerospace, Defense and Marine 271 (2)% (1)% Energy 178 -% 2% Industrial Solutions $905 7% 5% $ in Millions Sales Industrial Equipment organic growth driven by factory automation and medical applications Organic decline in AD&M driven by timing in Commercial Aerospace partially offset by Defense growth Energy growth driven by Asia and EMEA Y/Y Adjusted Operating Margin impacted by near term AD&M demand softness; Expect sequential and Y/Y improvement in Q4 Business Performance Reported Up 7% Organic Up 5% Adjusted Operating Margin Industrial Solutions 6 Y/Y Growth Rates Reported Organic Orders $951 9% 6% Margins down Y/Y but flat sequentially Organic Sales Growth, Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP measures; see Appendix for description and reconciliation. Adjusted EBITDA Margin 17.2% 17.1% $849 $905 Q3 2016 Q3 2017 13.2% 12.7% Q3 2016 Q3 2017

Y/Y Growth Rates Reported Organic Data & Devices $245 4% 6% Appliances 181 12% 14% SubCom 271 22% 22% Communications Solutions $697 12% 14% $ 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, with growth across all regions and share gains in China SubCom remains solid with a strong pipeline of opportunities Business Performance Reported Up 12% Organic Up 14% Y/Y Growth Rates Reported Organic Orders ex SubCom* $432 10% 12% Adjusted Operating Margin ~500bps margin expansion Y/Y driven by growth and operational improvements 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 15.3% 19.7% 11.1% 16.1% Q3 2016 Q3 2017 $620 $697 Q3 2016 Q3 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) Q3 FY16 Q3 FY17 Net Sales $ 3,121 $ 3,367 Operating Income $ 452 $ 536 Operating Margin 14.5% 15.9% Acquisition Related Charges 18 4 Restructuring & Other Charges, net 31 19 Adjusted Operating Income $ 501 $ 559 Adjusted Operating Margin 16.1% 16.6% Earnings Per Share* $ 2.19 $ 1.21 Acquisition Related Charges 0.04 0.01 Restructuring & Other Charges, net 0.06 0.04 Tax Items (1.21) (0.02) Adjusted EPS $ 1.08 $ 1.24 Q3 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. Q3 Operating Metrics 9 Adjusted EBITDA Margin $589 $408 Q3 2016 Q3 2017 33.0% 33.9% Q3 2016 Q3 2017 16.1% 16.6% Q3 2016 Q3 2017 20.7% 21.2% Q3 2016 Q3 2017

Guidance* Mid Single Digit Organic Growth Across Segments Transportation Solutions Industrial Solutions Communications Solutions TE Connectivity Highlights Sales $3.2B to $3.3B Adjusted EPS $1.14 to $1.16 Sales up 5% Y/Y and up 4% organically at midpoint Minimal impact from FX Adjusted EPS up slightly Y/Y at the midpoint Tax rate headwind unfavorably impacting Adjusted EPS by $0.08 Y/Y Up Mid Single Digits Up Mid Single Digits Organic Up Mid Single Digits Up Mid Single Digits Organic Up High Single Digits Up Mid Single Digits Organic Q4 Outlook* vs 13 week Q4 2016 10 Automotive mid single digit organic growth expected on 1% global auto production; Heavy truck performance remains strong with growth across all regions Industrial Solutions growth driven by strength in factory automation and medical applications Communications Solutions growth expected across all businesses * 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) 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.

Raising Guidance: 7% organic growth and Adjusted EPS up 20% Y/Y Sales of $12.85B to $12.95B Adjusted EPS of $4.72 to $4.74 Sales up 8% Y/Y; Expect organic growth of 7% Y/Y (up from 6% in Prior Guidance) Adjusted EPS up 20% Y/Y at midpoint FX headwind impacting sales by ~$125M Y/Y and Adjusted EPS by $0.07 Y/Y Y/Y tax rate benefits 1H but negatively impacts 2H Up High Single Digits Up High Single Digits Organic Up Mid Single Digits Up High 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) 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. Expect organic Auto growth of high-single digits on ~3% production growth, reflecting content gains; Continue to expect growth in Commercial Transportation and Sensors Low single digit Industrial organic growth reflecting continued improvement in Industrial markets High single digit organic growth in Communications driven by all businesses

Additional Information 12

Y/Y Q3 2017 13 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 260 0.16 Acquisitions / Divestitures, net 37 0.02 Tax Rate Impact - 0.01 FX Impact (51) (0.03) Q3 2017 Results $3,367 $1.24

Y/Y Q4 2017 14 Net Sales Excluding the Impact of the Additional Week, Adjusted Earnings Per Share Excluding the Impact of the Additional Week, and Adjusted EPS are non-GAAP measures; See Appendix for description and reconciliation. Sales (in millions) Adjusted EPS Q4 2016 Results – 13 weeks $3,094 $1.14 Operational Performance 118 0.08 Acquisitions / Divestitures, net 33 0.02 Tax Rate Impact (0.08) FX Impact (5) (0.01) Q4 2017 Guidance $3,240 $1.15 Guidance Range: Sales of $3.2B - $3.3B Adjusted EPS of $1.14 – $1.16

Y/Y FY 2017 15 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 0.36 379 0.23 808 0.59 Acquisitions / Divestitures, net* 146 0.05 70 0.04 216 0.09 Share Repurchase 0.12 0.02 0.14 Tax Rate Impact 0.10 (0.07) 0.03 FX Impact (70) (0.03) (54) (0.04) (124) (0.07) 2017 Guidance $6,290 $2.34 $6,610 $2.39 $12,900 $4.73 Guidance Range Sales of $12.85B - $12.95B Adjusted EPS of $4.72 - $4.74 * 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. Net Sales Excluding the Impact of the Additional Week, Adjusted Earnings Per Share Excluding the Impact of the Additional Week, and Adjusted EPS are non-GAAP measures; See Appendix for description and reconciliation.

($ in Millions) Q3 2016 Q3 2017 Beginning Cash Balance $1,150 $773 Free Cash Flow 589 408 Dividends (132) (142) Share repurchases (134) (178) Acquisitions and Divestiture, net (923) (73) Net Increase in Commercial Paper 150 - Other (6) (33) Ending Cash Balance $694 $755 Total Debt $4,036 $3,991 ($ in Millions) Q3 2016 Q3 2017 Cash from Continuing Operations $715 $524 Capital expenditures, net Cash paid pursuant to collateral requirements related to cross currency swaps Pre-separation and BNS related tax payments (receipts), net (148) - 22 (159) 58 (15) Free Cash Flow $589 $408 A/R - $ $2,158 $2,271 Days Sales Outstanding* 62 61 Inventory (Excl. CIP) - $ $1,538 $1,635 Days on Hand* 67 66 Accounts Payable - $ $1,157 $1,309 Days Outstanding* 51 53 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 Q3 Balance Sheet & Cash Flow Summary 16

Appendix 17

18 Non-GAAP Financial 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 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 Earnings Per Share Excluding the Impact of Changes in the Adjusted Effective Tax Rate – represents Adjusted Earnings Per Share calculated by applying the prior period Adjusted Effective Tax Rate to the current period. We believe this measure provides useful information regarding our Adjusted Earnings Per Share. 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 Financial Measures (cont.)

20 Segment Summary Net Sales Net Sales Net Sales Net Sales Transportation Solutions 1,765 $ 1,652 $ 5,195 $ 4,767 $ Industrial Solutions 905 849 2,553 2,296 Communications Solutions 697 620 1,909 1,843 Total 3,367 $ 3,121 $ 9,657 $ 8,906 $ Operating Operating Operating Operating Operating Operating Operating Operating Income Margin Income Margin Income Margin Income Margin Transportation Solutions 328 $ 18.6% 297 $ 18.0% 971 $ 18.7% 847 $ 17.8% Industrial Solutions 98 10.8 95 11.2 251 9.8 224 9.8 Communications Solutions 110 15.8 60 9.7 273 14.3 314 17.0 Total 536 $ 15.9% 452 $ 14.5% 1,495 $ 15.5% 1,385 $ 15.6% 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 332 $ 18.8% 320 $ 19.4% 1,033 $ 19.9% 905 $ 19.0% Industrial Solutions 115 12.7 112 13.2 313 12.3 274 11.9 Communications Solutions 112 16.1 69 11.1 284 14.9 206 11.2 Total 559 $ 16.6% 501 $ 16.1% 1,630 $ 16.9% 1,385 $ 15.6% June 24, 2017 2016 2017 2016 (1) Adjusted operating income and adjusted operating margin are non-GAAP financial measures. See description of non-GAAP financial measures. ($ in millions) For the Quarters Ended For the Nine Months Ended June 30, June 24, June 30,

Reconciliation of Net Sales Growth – Q3 17 vs. Q3 16 21 Translation (2) Acquisitions Transportation Solutions (3) : Automotive 49 $ 3.9% 70 $ 5.6% (21) $ - $ Commercial transportation 45 20.7 50 23.1 (5) - Sensors 19 10.0 14 7.2 (4) 9 Total 113 6.8 134 8.1 (30) 9 Industrial Solutions (3) : Industrial equipment 61 15.4 40 10.2 (7) 28 Aerospace, defense, oil, and gas (5) (1.8) (2) (0.6) (3) - Energy - - 4 1.7 (4) - Total 56 6.6 42 4.9 (14) 28 Communications Solutions (3) : Data and devices 10 4.3 14 5.8 (4) - Subsea communications 48 21.5 48 21.5 - - Appliances 19 11.7 22 13.6 (3) - Total 77 12.4 84 13.5 (7) - Total 246 $ 7.9% 260 $ 8.3% (51) $ 37 $ (1) Organic net sales growth is a non-GAAP financial measure. See description of non-GAAP financial measures. (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. Organic Net Change in Net Sales for the Quarter Ended June 30, 2017 Sales Growth (1) ($ in millions) Sales Growth Net versus Net Sales for the Quarter Ended June 24, 2016

Reconciliation of Net Sales Growth by Region – Q3 17 vs. Q3 16 22 Translation (2) Acquisitions Americas 100 $ 9.3% 94 $ 8.8% 1 $ 5 $ EMEA 63 5.9 62 5.6 (30) 31 Asia–Pacific 83 8.5 104 10.6 (22) 1 Total 246 $ 7.9% 260 $ 8.3% (51) $ 37 $ ($ in millions) (1) Organic net sales growth is a non-GAAP financial measure. See description of non-GAAP financial measures. (2) Represents the change in net sales resulting from changes in foreign currency exchange rates. Change in Net Sales for the Quarter Ended June 30, 2017 versus Net Sales for the Quarter Ended June 24, 2016 Net Organic Net Sales Growth Sales Growth (1)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended June 30, 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 328 $ 1 $ 3 $ - $ 332 $ Industrial Solutions 98 3 14 - 115 Communications Solutions 110 - 2 - 112 Total 536 $ 4 $ 19 $ - $ 559 $ Operating Margin 15.9% 16.6% Other Income (Expense), Net (4) $ - $ - $ 7 $ 3 $ Income Tax Expense (71) $ (1) $ (3) $ (14) $ (89) $ Effective Tax Rate 14.1% 16.7% Income from Continuing Operations 432 $ 3 $ 16 $ (7) $ 444 $ Diluted Earnings per Share from Continuing Operations 1.21 $ 0.01 $ 0.04 $ (0.02) $ 1.24 $ (3) See description of non-GAAP financial measures. (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. Adjustments ($ in millions, except per share data) (2) Income tax benefits associated with pre-separation tax matters and the related impact to other expense pursuant to the tax sharing agreement with Tyco International and Covidien.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 31, 2017 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 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. (2) Income tax benefits associated with the tax impacts of certain intercompany transactions. (3) See description of non-GAAP financial measures. Adjustments ($ in millions, except per share data)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended June 24, 2016 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 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 $ (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 $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (4) See description of non-GAAP financial measures. Adjustments ($ 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 $ (3) See description of non-GAAP financial measures. 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. (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 Nine Months Ended June 30, 2017 27 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating Income: Transportation Solutions 971 $ 2 $ 60 $ - $ 1,033 $ Industrial Solutions 251 8 54 - 313 Communications Solutions 273 - 11 - 284 Total 1,495 $ 10 $ 125 $ - $ 1,630 $ Operating Margin 15.5% 16.9% Other Income (Expense), Net (6) $ - $ - $ 7 $ 1 $ Income Tax Expense (164) $ (2) $ (33) $ (66) $ (265) $ Effective Tax Rate 11.6% 17.1% Income from Continuing Operations 1,244 $ 8 $ 92 $ (59) $ 1,285 $ Diluted Earnings per Share from Continuing Operations 3.47 $ 0.02 $ 0.26 $ (0.16) $ 3.58 $ (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. Adjustments (2) Includes 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. Also includes income tax benefits associated with pre-separation tax matters and the related impact to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (3) See description of non-GAAP financial measures. ($ in millions, except per share data)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Six Months Ended March 25, 2016 28 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 $ 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. (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 financial measures.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Nine Months Ended June 24, 2016 29 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 847 $ 6 $ 52 $ - $ 905 $ Industrial Solutions 224 22 28 - 274 Communications Solutions 314 - (108) - 206 Total 1,385 $ 28 $ (28) $ - $ 1,385 $ Operating Margin 15.6% 15.6% Other Income (Expense), Net (631) $ - $ - $ 650 $ 19 $ Income Tax (Expense) Benefit 831 $ (6) $ 13 $ (1,111) $ (273) $ Effective Tax Rate (123.5)% 20.6% Income from Continuing Operations 1,504 $ 22 $ (15) $ (461) $ 1,050 $ Diluted Earnings per Share from Continuing Operations 4.03 $ 0.06 $ (0.04) $ (1.24) $ 2.82 $ Adjustments ($ in millions, except per share data) (1) Includes $19 million of acquisition and integration costs and $9 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 financial measures.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended September 30, 2016 30 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 financial measures. Adjustments ($ in millions, except per share data)

Impact of Additional Week for Q4 2016 31 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 financial measures.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 30, 2016 32 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 $ (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 $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (4) See description of non-GAAP financial measures. Adjustments ($ in millions, except per share data)

33 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 financial measures. (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 34 June 30, June 24, 2017 2016 Net Sales 3,367 $ 3,121 $ Cost of Sales 2,229 2,099 Gross Margin 1,138 1,022 Gross Margin Percentage 33.8% 32.7% Acquisition Related Charges 3 7 Adjusted Gross Margin (1) 1,141 $ 1,029 $ Adjusted Gross Margin Percentage (1) 33.9% 33.0% (1) See description of non-GAAP financial measures. For the Quarters Ended ($ in millions)

Reconciliation of Free Cash Flow 35 June 30, June 24, June 30, June 24, 2017 2016 2017 2016 Net cash provided by operating activities: Net cash provided by continuing operating activities 524 $ 715 $ 1,449 $ 1,262 $ Net cash provided by (used in) discontinued operating activities (1) 3 (1) 1 523 718 1,448 1,263 Net cash used in investing activities (241) (1,072) (538) (1,057) Net cash used in financing activities (299) (100) (791) (2,837) Effect of currency translation on cash (1) (2) (11) (4) Net increase (decrease) in cash and cash equivalents (18) $ (456) $ 108 $ (2,635) $ Net cash provided by continuing operating activities 524 $ 715 $ 1,449 $ 1,262 $ Excluding: Payments (receipts) related to pre-separation U.S. tax matters, net (15) 5 (23) 145 Payments related to income taxes on the sale of the Broadband Network Solutions business - 17 - 26 Cash paid pursuant to collateral requirements related to cross currency swaps 58 - 19 19 Capital expenditures, net (159) (148) (440) (417) Free cash flow (1) 408 $ 589 $ 1,005 $ 1,035 $ (1) Free cash flow is a non-GAAP financial measure. See description of non-GAAP financial measures. For the Quarters Ended For the Nine Months Ended (in millions)

Reconciliation of Adjusted EBITDA Margin 36 June 30, June 24, 2017 2016 Net Income 435 $ 839 $ Income from discontinued operations (3) (48) Income tax expense (benefit) 71 (1,019) Other expense, net 4 651 Interest expense 32 31 Interest (income) (3) (2) Operating Income 536 452 Acquisition related charges 4 18 Restructuring and other charges (credits), net 19 31 Adjusted Operating Income (1) 559 501 Depreciation and amortization (2) 154 146 Adjusted EBITDA (1) 713 $ 647 $ Net Sales 3,367 $ 3,121 $ Net income as a percentage of net sales 12.9% 26.9% Adjusted EBITDA margin (1) 21.2% 20.7% Transportation Industrial Communications Transportation Industrial Communications Solutions Solutions Solutions Total Solutions Solutions Solutions Total Operating Income 328 $ 98 $ 110 $ 536 $ 297 $ 95 $ 60 $ 452 $ Acquisition related charges 1 3 - 4 2 16 - 18 Restructuring and other charges, net 3 14 2 19 21 1 9 31 Adjusted Operating Income (1) 332 115 112 559 320 112 69 501 Depreciation and amortization 89 40 25 154 (2) 86 34 26 146 Adjusted EBITDA (1) 421 $ 155 $ 137 $ 713 $ 406 $ 146 $ 95 $ 647 $ Net Sales 1,765 $ 905 $ 697 $ 3,367 $ $ 1,652 $ 849 $ 620 $ 3,121 Operating margin 18.6% 10.8% 15.8% 15.9% 18.0% 11.2% 9.7% 14.5% Adjusted operating margin (1) 18.8% 12.7% 16.1% 16.6% 19.4% 13.2% 11.1% 16.1% Adjusted EBITDA margin (1) 23.9% 17.1% 19.7% 21.2% 24.6% 17.2% 15.3% 20.7% (2) Excludes non-cash amortization associated with fair value adjustments related to acquired customer order backlog of $3 million and $2 million for the quarters ended June 30, 2017 and June 24, 2016, respectively, as these charges are included in the acquisition related charges line. For the Quarters Ended (1) See description of non-GAAP financial measures. June 30, 2017 June 24, 2016 For the Quarters Ended ($ in millions) ($ in millions)

Reconciliation of Forward-Looking Non-GAAP Financial Measures to Forward-Looking GAAP Financial Measures 37 Outlook for Quarter Ending September 29, Outlook for 2017 (1) Fiscal 2017 (1) Diluted earnings per share from continuing operations (GAAP) $1.07 - $1.09 $4.54 - 4.56 Restructuring and other charges, net 0.06 0.31 Acquisition related charges 0.01 0.03 Tax items - (0.16) Adjusted diluted earnings per share from continuing operations (non-GAAP) (2) $1.14 - 1.16 $4.72 - 4.74 Net sales growth (GAAP) (5) - (1)% 5 - 6% Impact of additional week in fiscal 2016 8 2 Net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (2) 3 - 7% 7 - 8% Translation - 1 (Acquisitions) divestitures, net (1) (2) Organic net sales growth excluding the impact of the additional week in fiscal 2016 (non- GAAP) (2) 2 - 6% 6 - 7% Effective tax rate (GAAP) 18.5% 13.8% Effective tax rate adjustments (3) 0.5 4.2 Adjusted effective tax rate (non-GAAP) (2) 19.0% 18.0% (3) Includes adjustments for special tax items and the tax effect of acquisition related charges and restructuring and other charges, calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (1) Outlook is as of July 26,2017 (2) See description of non-GAAP financial measures.