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): January 24, 2018

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 January 24, 2018, TE Connectivity Ltd. (the “Company”) issued a press release reporting the Company’s first quarter results for fiscal 2018. 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 January 24, 2018 (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 January 24, 2018
99.2	Presentation - TE Connectivity Q1 2018 Earnings Call (January 24, 2018)

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SIGNATURES

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

TE CONNECTIVITY LTD.
(Registrant)
By:	/s/ Heath A. Mitts
	Heath A. Mitts
	Executive Vice President and Chief Financial Officer

Date: January 24, 2018

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EX-99.1

Exhibit 99.1

TE Connectivity Announces Results for First Quarter of Fiscal Year 2018

Company reports net sales of $3.5 billion, up 14 percent year-over-year as reported, and 8 percent organically; raises guidance for the full year

SCHAFFHAUSEN, Switzerland — January 24, 2018 — TE Connectivity Ltd. (NYSE: TEL) today reported results for the fiscal first quarter, which ended December 29, 2017.

First Quarter Highlights

·Net sales were $3.5 billion, up 14 percent as reported and 8 percent organically over the first quarter of 2017

·Diluted earnings per share (EPS) from continuing operations were a loss of $0.11, reflecting a one-time charge associated with new U.S. tax regulations, and adjusted EPS were $1.40

·Cash flow from continuing operating activities was $350 million and free cash flow was $127 million, with $355 million returned to shareholders

·Orders, excluding SubCom, were $3.5 billion in the quarter, up 11 percent organically from the first quarter of 2017

First Quarter Results

For the first quarter, the company reported net sales of $3.5 billion, with diluted EPS from continuing operations a loss of $0.11, reflecting a one-time charge associated with new U.S. tax regulations, and adjusted EPS were $1.40. Cash flow from continuing operating activities was $350 million and free cash flow was a $127 million.

Excluding SubCom, total orders were $3.5 billion, up 11 percent organically over the first quarter of 2017, and the book-to-bill ratio was 1.06. For the fiscal year to date, the company’s SubCom business has been awarded nearly $400 million in new subsea cable programs, bringing the backlog for that business to more than $1 billion.

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“Our employees around the globe continue to fulfill our purpose of creating a safer, sustainable, productive and connected future with our customers, and delivered significant growth in sales and adjusted EPS in the first quarter. Sales increased 14 percent year-over-year, driven by our Transportation and Industrial Solutions segments, and orders grew double-digits across all segments.” said TE Connectivity Chief Executive Officer Terrence Curtin. “Our operational performance and our higher guidance for the year are a testament to the strength and consistent execution of our business model.”

2018 Outlook

For the fiscal second quarter of 2018, the company expects net sales of $3.55 billion to $3.65 billion, reflecting an increase of 12 percent on an actual basis and 6 percent on an organic basis year over year at the mid-point. Diluted EPS from continuing operations are expected to be $1.18 to $1.22, including net restructuring, acquisition-related and other charges of $0.15. The company expects adjusted EPS of $1.33 to $1.37 which represents a 13 percent improvement at the mid-point versus the

second quarter of 2017.

For the full year, the company expects net sales of $14.1 to $14.3 billion, reflecting 8 percent actual and 5 percent organic growth at the mid-point versus the prior year. Diluted EPS from continuing operations are expected to be $3.61 to $3.71, including net restructuring, acquisition-related and other charges of $0.37, and a tax-related charge of $1.42. The company expects adjusted EPS of $5.40 to $5.50, reflecting 13 percent growth at the mid-point compared to fiscal year 2017.

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) 234-9960.

·An audio replay of the conference call will be available beginning at 10:30 a.m. ET on January 24, 2018, and ending at 11:59 p.m. ET on February 7, 2018. The dial-in number for participants in the United States

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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 441428.

About TE Connectivity

TE Connectivity Ltd. (NYSE: TEL) is a $13 billion global technology and manufacturing leader creating a safer, sustainable, productive, and connected future. For more than 75 years, our connectivity and sensor solutions, proven in the harshest environments, have enabled advancements in transportation, industrial applications, medical technology, energy, data communications, and the home. With 78,000 employees, including more than 7,000 engineers, working alongside customers in nearly 150 countries, TE ensures that EVERY CONNECTION COUNTS. Learn more at www.te.com and on LinkedIn, Facebook, WeChat and Twitter.

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

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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 (Expense), Net — represents net other income (expense) (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.

·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.

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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, including the effects of the U.S. Tax Cuts and Jobs Act.  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. 29, 2017 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

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TE CONNECTIVITY LTD.

 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Quarters Ended
	December 29,			December 30,
	2017			2016
	(in millions, except per share data)
Net sales	$	3,480		$	3,063
Cost of sales	2,303			1,996
Gross margin	1,177			1,067
Selling, general, and administrative expenses	383			367
Research, development, and engineering expenses	176			156
Acquisition and integration costs	2			2
Restructuring and other charges, net	35			47
Operating income	581			495
Interest income	4			5
Interest expense	(26		)	(31		)
Other income (expense), net	2			(9		)
Income from continuing operations before income taxes	561			460
Income tax expense	(600		)	(54		)
Income (loss) from continuing operations	(39		)	406
Income (loss) from discontinued operations, net of income taxes	(1		)	3
Net income (loss)	$	(40	)	$	409
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	(0.11	)	$	1.14
Income (loss) from discontinued operations	—			0.01
Net income (loss)	(0.11		)	1.15
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	(0.11	)	$	1.13
Income (loss) from discontinued operations	—			0.01
Net income (loss)	(0.11		)	1.14
Dividends paid per common share	$	0.40		$	0.33
Weighted-average number of shares outstanding:
Basic	352			356
Diluted	352			359

TE CONNECTIVITY LTD.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	December 29,			September 29,
	2017			2017
	(in millions, except share data)
Assets
Current assets:
Cash and cash equivalents	$	704		$	1,218
Accounts receivable, net of allowance for doubtful accounts of $21	2,378			2,290
Inventories	1,984			1,813
Prepaid expenses and other current assets	667			605
Total current assets	5,733			5,926
Property, plant, and equipment, net	3,527			3,400
Goodwill	5,672			5,651
Intangible assets, net	1,806			1,841
Deferred income taxes	1,615			2,141
Other assets	458			444
Total Assets	$	18,811		$	19,403
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term debt	$	688		$	710
Accounts payable	1,556			1,436
Accrued and other current liabilities	1,264			1,626
Deferred revenue	127			75
Total current liabilities	3,635			3,847
Long-term debt	3,317			3,634
Long-term pension and postretirement liabilities	1,150			1,160
Deferred income taxes	238			236
Income taxes	303			293
Other liabilities	537			482
Total Liabilities	9,180			9,652
Commitments and contingencies
Shareholders’ equity:
Common shares, CHF 0.57 par value, 357,069,981 shares authorized and issued	157			157
Accumulated earnings	10,047			10,175
Treasury shares, at cost, 5,679,926 and 5,356,369 shares, respectively	(489		)	(421		)
Accumulated other comprehensive loss	(84		)	(160		)
Total Shareholders’ Equity	9,631			9,751
Total Liabilities and Shareholders’ Equity	$	18,811		$	19,403

TE CONNECTIVITY LTD.

 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Quarters Ended
	December 29,			December 30,
	2017			2016
	(in millions)
Cash Flows From Operating Activities:
Net income (loss)	$	(40	)	$	409
(Income) loss from discontinued operations, net of income taxes	1			(3		)
Income (loss) from continuing operations	(39		)	406
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities:
Depreciation and amortization	168			160
Deferred income taxes	511			(69		)
Provision for losses on accounts receivable and inventories	15			4
Share-based compensation expense	29			24
Other	(6		)	4
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net	(89		)	(30		)
Inventories	(185		)	(59		)
Prepaid expenses and other current assets	(43		)	31
Accounts payable	149			64
Accrued and other current liabilities	(250		)	(70		)
Deferred revenue	52			(59		)
Income taxes	7			28
Other	31			(30		)
Net cash provided by operating activities	350			404
Cash Flows From Investing Activities:
Capital expenditures	(241		)	(130		)
Proceeds from sale of property, plant, and equipment	—			4
Other	—			(28		)
Net cash used in investing activities	(241		)	(154		)
Cash Flows From Financing Activities:
Net increase in commercial paper	241			10
Proceeds from the issuance of debt	119			—
Repayment of debt	(708		)	—
Proceeds from exercise of share options	54			25
Repurchase of common shares	(167		)	(93		)
Payment of common share dividends to shareholders	(141		)	(132		)
Other	(32		)	(19		)
Net cash used in financing activities	(634		)	(209		)
Effect of currency translation on cash	11			(23		)
Net increase (decrease) in cash and cash equivalents	(514		)	18
Cash and cash equivalents at beginning of period	1,218			647
Cash and cash equivalents at end of period	$	704		$	665
Supplemental Cash Flow Information:
Interest paid	$	41		$	40
Income taxes paid, net of refunds	82			96

TE CONNECTIVITY LTD.

RECONCILIATION OF FREE CASH FLOW (UNAUDITED)

	For the Quarters Ended
	December 29,			December 30,
	2017			2016
	(in millions)
Net cash provided by continuing operating activities	$	350		$	404
Excluding:
Cash paid (collected) pursuant to collateral requirements related to cross currency swaps	18			(60		)
Capital expenditures, net	(241		)	(126		)
Free cash flow (1)	$	127		$	218

(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
	December 29,		December 30,
	2017		2016
	($ in millions)
	Net Sales		Net Sales
Transportation Solutions	$	2,032	$	1,675
Industrial Solutions	882		795
Communications Solutions	566		593
Total	$	3,480	$	3,063

	Operating		Operating		Operating		Operating
	Income		Margin		Income		Margin
Transportation Solutions	$	420	20.7	%	$	348	20.8	%
Industrial Solutions	102		11.6		70		8.8
Communications Solutions	59		10.4		77		13.0
Total	$	581	16.7	%	$	495	16.2	%

	Adjusted		Adjusted		Adjusted		Adjusted
	Operating		Operating		Operating		Operating
	Income (1)		Margin (1)		Income (1)		Margin (1)
Transportation Solutions	$	429	21.1	%	$	373	22.3	%
Industrial Solutions	127		14.4		93		11.7
Communications Solutions	67		11.8		79		13.3
Total	$	623	17.9	%	$	545	17.8	%

(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 December 29, 2017
	versus Net Sales for the Quarter Ended December 30, 2016
	Net					Organic Net
	Sales Growth					Sales Growth (1)					Translation (2)		Acquisitions
	($ in millions)
Transportation Solutions (3):
Automotive	$	242		19.0	%	$	131		10.2	%	$	57	$	54
Commercial transportation	87			40.8		73			34.2		14		—
Sensors	28			15.0		20			10.6		8		—
Total	357			21.3		224			13.4		79		54
Industrial Solutions (3):
Industrial equipment	88			23.0		66			16.9		14		8
Aerospace, defense, oil, and gas	2			0.8		(6		)	(2.2	)	8		—
Energy	(3		)	(1.9	)	(10		)	(6.1	)	7		—
Total	87			10.9		50			6.3		29		8
Communications Solutions (3):
Data and devices	8			3.5		4			1.9		4		—
Subsea communications	(71		)	(33.2	)	(71		)	(33.2	)	—		—
Appliances	36			24.3		33			21.7		3		—
Total	(27		)	(4.6	)	(34		)	(5.7	)	7		—
Total	$	417		13.6	%	$	240		7.9	%	$	115	$	62

(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 December 29, 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	$	420		$	5		$	4		$	—		$	429
Industrial Solutions	102			2			23			—			127
Communications Solutions	59			—			8			—			67
Total	$	581		$	7		$	35		$	—		$	623
Operating Margin	16.7		%										17.9		%
Other Income, Net	$	2		$	—		$	—		$	(1	)	$	1
Income Tax Expense	$	(600	)	$	(2	)	$	(8	)	$	506		$	(104	)
Effective Tax Rate	107.0		%										17.3		%
Income (Loss) from Continuing Operations	$	(39	)	$	5		$	27		$	505		$	498
Diluted Earnings (Loss) per Share from Continuing Operations	$	(0.11	)	$	0.01		$	0.08		$	1.42		$	1.40

(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 $567 million of income tax expense related to the tax impacts of the Tax Cuts and Jobs Act and a $61 million income tax benefit related to certain legal entity restructurings.

(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 December 30, 2016

(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	$	348		$	1		$	24		$	—		$	373
Industrial Solutions	70			2			21			—			93
Communications Solutions	77			—			2			—			79
Total	$	495		$	3		$	47		$	—		$	545
Operating Margin	16.2		%										17.8		%
Other Expense, Net	$	(9	)	$	—		$	—		$	—		$	(9	)
Income Tax Expense	$	(54	)	$	(1	)	$	(13	)	$	(30	)	$	(98	)
Effective Tax Rate	11.7		%										19.2		%
Income from Continuing Operations	$	406		$	2		$	34		$	(30	)	$	412
Diluted Earnings per Share from Continuing Operations	$	1.13		$	0.01		$	0.09		$	(0.08	)	$	1.15

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

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

(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 March 31, 2017

(UNAUDITED)

				Adjustments
				Acquisition		Restructuring
				Related		and Other			Tax			Adjusted
	U.S. GAAP			Charges (1)		Charges, Net (1)			Items (2)			(Non-GAAP) (3)
	($ in millions, except per share data)
Operating Income:
Transportation Solutions	$	305		$	—	$	33		$	—		$	338
Industrial Solutions	88			3		19			—			110
Communications Solutions	88			—		7			—			95
Total	$	481		$	3	$	59		$	—		$	543
Operating Margin	14.9		%									16.8		%
Other Expense, Net	$	(10	)	$	—	$	—		$	—		$	(10	)
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.

TE CONNECTIVITY LTD.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES

For the Year Ended September 29, 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	$	1,307		$	3		$	67		$	—		$	1,377
Industrial Solutions	369			8			73			—			450
Communications Solutions	385			—			8			—			393
Total	$	2,061		$	11		$	148		$	—		$	2,220
Operating Margin	15.7		%										16.9		%
Other Expense, Net	$	(23	)	$	—		$	—		$	7		$	(16	)
Income Tax Expense	$	(255	)	$	(3	)	$	(40	)	$	(66	)	$	(364	)
Effective Tax Rate	13.2		%										17.4		%
Income from Continuing Operations	$	1,673		$	8		$	108		$	(59	)	$	1,730
Diluted Earnings per Share from Continuing Operations	$	4.67		$	0.02		$	0.30		$	(0.16	)	$	4.83

(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 FORWARD-LOOKING NON-GAAP FINANCIAL MEASURES

TO FORWARD-LOOKING GAAP FINANCIAL MEASURES

As of January 24, 2018

(UNAUDITED)

	Outlook for
	Quarter Ending
	March 30,	Outlook for
	2018	Fiscal 2018
Diluted earnings per share from continuing operations (GAAP)	$1.18 - $1.22	$3.61 - $3.71
Restructuring and other charges, net	0.14	0.32
Acquisition related charges	0.01	0.05
Tax Items	-	1.42
Adjusted diluted earnings per share from continuing operations (non-GAAP) (1)	$1.33 - $1.37	$5.40 - $5.50
Net sales growth (GAAP)	10% - 13%	8% - 9%
Translation	(4)	(2)
(Acquisitions) divestitures, net	(1)	(1)
Organic net sales growth (non-GAAP) (1)	5% - 8%	5% - 6%

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

EX-99.2

Exhibit 99.2

Q1 2018 Earnings January 24, 2018

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, including the effects of the U.S. Tax Cuts and Jobs Act. 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. 29, 2017 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.

TE Value Drivers 3 SERVING LARGE, ATTRACTIVE MARKETS PROVIDING VALUE TO CUSTOMERS Benefiting from the secular trend of content growth across segments Strong differentiation: Global presence, broad portfolio, engineered solutions Levers to expand margins, increased focus on ROIC, consistent capital return, strong Free Cash Flow SOLID BUSINESS MODEL FOCUSED ON HARSH APPLICATIONS Portfolio positioned to deliver above-market growth

Q1 performance above guidance with double digit sales and adjusted EPS growth Sales of $3.5B, up 14% Y/Y and up 8% organically Transportation grew 13% organically, with double-digit organic growth in all businesses Organic growth of 6% in Industrial driven primarily by strength in industrial equipment applications Communications declined 6% organically due to SubCom; 10% organic growth excluding SubCom Delivered record Q1 profitability with adjusted EPS growth of 22% Delivered adjusted operating margins of 17.9%, driven by expansion in the Industrial segment Adjusted EPS of $1.40, with increase driven by operational strength Free Cash Flow of $127M, in line with expectations, with $355M returned to shareholders Raising FY18 Sales and adjusted EPS guidance Increasing reported growth to 8%, organic growth to 5%; raising adjusted EPS by $.22 to $5.45, up 13% year-over-year Orders up 11% Y/Y organically, excluding SubCom, with a book to bill of 1.06; growth in all segments Q1 Highlights 4 Organic Net Sales Growth, Adjusted Operating Margin, Adjusted EPS, and Free Cash Flow are non-GAAP financial measures; see Appendix for description and reconciliation.

Reported FY17 FY17 FY18 Q1 Y/Y Growth Q1 Q4 Q1 Reported Organic Transportation 1,775 1,918 2,129 20% 13% Industrial 832 951 942 13% 8% Communications Ex SubCom* 417 437 454 9% 7% Total TE Ex SubCom* 3,024 3,306 3,525 17% 11% Book to Bill Ex SubCom* 1.06 1.02 1.06 Segment Orders Summary ($ in millions) 5 Transportation growth in all regions and strength in Europe Industrial growth in all regions driven by Industrial Equipment Communications growth across all regions and businesses SubCom cycle healthy with $400M of Q1 orders for new projects Continued order momentum across all segments and regions *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 $1,517 19% 10% Commercial Transportation 300 41% 34% Sensors 215 15% 11% Transportation Solutions $2,032 21% 13% $ in Millions Sales Business Performance Reported Up 21% Organic Up 13% Y/Y Growth Rates Reported Organic Orders $2,129 20% 13% Adjusted Operating Margin Transportation Solutions 6 Adjusted EBITDA Margin 27.6% 26.0% Automotive sales significantly above auto production trends, driven by content expansion and growth across all regions, with particular strength in Europe Commercial Transportation organic growth well above market with content gains and balanced growth across all regions and sub markets Sensors organic growth driven by auto, commercial transportation, and industrial applications Organic Net Sales Growth, Adjusted Operating Margin and Adjusted EBITDA are non-GAAP financial measures: see Appendix for description and reconciliation. Segment operating margins above expectations and up 330 basis points sequentially 22.3% 21.1% Q1 2017 Q1 2018 $1,675 $2,032 Q1 2017 Q1 2018

Y/Y Growth Rates Reported Organic Industrial Equipment $471 23% 17% Aerospace, Defense and Marine 254 1% (2)% Energy 157 (2)% (6)% Industrial Solutions $882 11% 6% $ in Millions Sales Industrial Equipment organic growth across all regions driven by factory automation and medical applications AD&M decline driven by declines in Commercial Air; expect Y/Y organic growth for the full year Energy organic decline driven by European power market weakness Business Performance Reported Up 11% Organic Up 6% Adjusted Operating Margin Industrial Solutions 7 Y/Y Growth Rates Reported Organic Orders $942 13% 8% Margin expansion of 270 basis points, ahead of expectations driven by operating leverage Adjusted EBITDA Margin 16.7% 19.2% Organic Net Sales Growth, Adjusted Operating Margin and Adjusted EBITDA are non-GAAP financial measures: see Appendix for description and reconciliation. $795 $882 Q1 2017 Q1 2018 11.7% 14.4% Q1 2017 Q1 2018

Y/Y Growth Rates Reported Organic Data & Devices $239 3% 2% Appliances 184 24% 22% SubCom 143 (33)% (33)% Communications Solutions $566 (5)% (6)% $ in Millions Sales Data & Devices growth driven by strength in Asia and continued strength in high speed connectivity in the data center Appliances driven by double-digit growth in all regions and continued share gains SubCom revenue and margin impacted by new program ramp-up delay; strong order growth, with backlog exceeding $1B Business Performance Reported Down 5% Organic Down 6% Y/Y Growth Rates Reported Organic Orders ex SubCom $454 9% 7% Adjusted Operating Margin Margin expansion in Appliances and D&D more than offset by SubCom decline 8 Communications Solutions Adjusted EBITDA Margin 18.4% 16.4% Organic Net Sales Growth, Adjusted Operating Margin and Adjusted EBITDA are non-GAAP financial measures: see Appendix for description and reconciliation. 13.3% 11.8% Q1 2017 Q1 2018 $593 $566 Q1 2017 Q1 2018

Adjusted Operating Income, Adjusted Operating Margin and Adjusted EPS are non-GAAP financial measures; see Appendix for description and reconciliation. *Represents Diluted Earnings Per Share from Continuing Operations ($ in Millions, except per share amounts) Q1 FY17 Q1 FY18 Net Sales $ 3,063 $ 3,480 Operating Income $ 495 $ 581 Operating Margin 16.2% 16.7% Acquisition Related Charges 3 7 Restructuring & Other Charges, net 47 35 Adjusted Operating Income $ 545 $ 623 Adjusted Operating Margin 17.8% 17.9% Earnings Per Share* $ 1.13 $ (0.11) Acquisition Related Charges 0.01 0.01 Restructuring & Other Charges, net 0.09 0.08 Tax Items (0.08) 1.42 Adjusted EPS $ 1.15 $ 1.40 Q1 Financial Summary 9

$ 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 financial measures; see Appendix for description and reconciliation. Operating Metrics 10 Adjusted EBITDA Margin $218 $127 Q1 2017 Q1 2018 34.9% 34.0% Q1 2017 Q1 2018 17.8% 17.9% Q1 2017 Q1 2018 23.0% 22.7% Q1 2017 Q1 2018

Guidance* Organic growth across all segments with 13% adjusted EPS growth Transportation Solutions Industrial Solutions Communications Solutions TE Connectivity Highlights Sales $3.55B to $3.65B Adjusted EPS $1.33 to $1.37 Sales up 12% Y/Y; Expect organic growth of 6% Y/Y Adjusted EPS up 13% Y/Y at the midpoint FX tailwind benefiting sales by ~$123M Y/Y and Adjusted EPS by $0.06 Y/Y Y/Y tax rate negatively impacts Adjusted EPS by $0.06 Up Mid Teens Up High Single Digits Organic Up Low Single Digits Up Low Single Digits Organic Up High Single Digits Up Mid Single Digits Organic Q2 Outlook 11 Automotive high single digit organic growth expected on 2% global auto production growth; Continued strong momentum in Commercial Transportation and Sensors Industrial Solutions growth driven by strength in industrial equipment and medical applications Communications Solutions growth expected to be driven by Data & Devices and Appliances * Assumes foreign exchange rates and commodity prices that are consistent with current levels Organic Sales Growth and Adjusted EPS are non-GAAP financial measures; see Appendix for description and reconciliation.

Raising sales and adjusted EPS guidance by $300M and $0.22, respectively Sales of $14.1B to $14.3B Adjusted EPS of $5.40 to $5.50 Raising sales guidance to 8% Y/Y; Organic growth of 5% Y/Y Raising Adjusted EPS guidance to 13% Y/Y at midpoint FX tailwind benefiting sales by ~$228M Y/Y and Adjusted EPS by $0.11 Y/Y Y/Y tax rate negatively impacts Adjusted EPS by $0.12 Up Low Teens Up High Single Digits Organic Flat Flat Organic Up Mid Single Digits Up Mid Single Digits Organic FY18 Outlook Guidance* Transportation Solutions Industrial Solutions TE Connectivity Highlights 12 Communications Solutions Expect high-single digit organic Auto growth on 2% production growth, reflecting content gains; Expect continued market outperformance in Commercial Transportation and continued growth in Sensors Industrial organic growth driven by industrial equipment and medical applications Communications organic growth in Appliances and Data & Devices offset by decline in SubCom due to program ramp delay * Assumes foreign exchange rates and commodity prices that are consistent with current levels Organic Sales Growth and Adjusted EPS are non-GAAP financial measures; see Appendix for description and reconciliation.

Additional Information 13

Y/Y Q1 2018 14 Sales (in millions) Adjusted EPS Q1 2017 Results $3,063 $1.15 Operational Performance 302 0.17 FX Impact 115 0.05 Tax Rate Impact - 0.03 Q1 2018 Results $3,480 $1.40 Adjusted EPS is a non-GAAP financial measure; See Appendix for description and reconciliation.

Y/Y Q2 2018 15 Sales (in millions) Adjusted EPS Q2 2017 Results $3,227 $1.19 Operational Performance 250 0.16 FX Impact 123 0.06 Tax Rate Impact - (0.06) Q2 2018 Guidance $3,600 $1.35 Guidance Range: Sales of $3.55B - $3.65B Adjusted EPS of $1.33 – $1.37 New acquisitions minimally accretive in first year Adjusted EPS is a non-GAAP financial measure; See Appendix for description and reconciliation.

Y/Y FY 2018 16 Sales (in millions) Adjusted EPS 2017 Results $13,113 $4.83 Operational Performance 859 0.53 FX Impact 228 0.11 Share Repurchase / Interest - 0.10 Tax Rate Impact - (0.12) 2018 Guidance $14,200 $5.45 Guidance Range Sales of $14.1B - $14.3B Adjusted EPS of $5.40 - $5.50 Adjusted EPS is a non-GAAP financial measure; See Appendix for description and reconciliation.

($ in Millions) Q1 2017 Q1 2018 Beginning Cash Balance $647 $1,218 Free Cash Flow 218 127 Dividends (132) (141) Share repurchases (93) (167) Net increase (decrease) in debt 10 (348) Other 15 15 Ending Cash Balance $665 $704 Total Debt $4,028 $4,005 ($ in Millions) Q1 2017 Q1 2018 Cash from Continuing Operations $404 $350 Capital expenditures, net Cash paid/(collected) pursuant to collateral requirements related to cross currency swaps (126) (60) (241) 18 Free Cash Flow $218 $127 A/R - $ $2,034 $2,378 Days Sales Outstanding* 60 62 Inventory (Excl. CIP) - $ $1,481 $1,864 Days on Hand* 67 73 Accounts Payable - $ $1,123 $1,556 Days Outstanding* 51 61 Free Cash Flow is a non-GAAP financial measure, see Appendix for description * Adjusted to exclude the impact of acquisitions Free Cash Flow and Working Capital Liquidity, Cash & Debt Q1 Balance Sheet & Cash Flow Summary 17

Appendix 18

19 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 (Expense), Net – represents net other income (expense) (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.

20 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. 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. Adjusted Return on Invested Capital (ROIC) – represents adjusted net operating profit after tax divided by average invested capital. We use Adjusted Return on Invested Capital as an indicator of our capital efficiency. Adjusted Return on Invested Capital is not a measure defined by GAAP. It is calculated by us, in part, using non-GAAP financial measures. We are providing our calculation of Adjusted Return on Invested Capital as this measure may not be defined and calculated by other companies in the same manner. Non-GAAP Financial Measures (cont.)

21 Segment Summary Net Sales Net Sales Transportation Solutions 2,032 $ 1,675 $ Industrial Solutions 882 795 Communications Solutions 566 593 Total 3,480 $ 3,063 $ Operating Operating Operating Operating Income Margin Income Margin Transportation Solutions 420 $ 20.7% 348 $ 20.8% Industrial Solutions 102 11.6 70 8.8 Communications Solutions 59 10.4 77 13.0 Total 581 $ 16.7% 495 $ 16.2% Adjusted Adjusted Adjusted Adjusted Operating Operating Operating Operating Income (1) Margin (1) Income (1) Margin (1) Transportation Solutions 429 $ 21.1% 373 $ 22.3% Industrial Solutions 127 14.4 93 11.7 Communications Solutions 67 11.8 79 13.3 Total 623 $ 17.9% 545 $ 17.8% 2017 2016 ($ in millions) (1) Adjusted operating income and adjusted operating margin are non-GAAP financial measures. See description of non-GAAP financial measures. For the Quarters Ended December 29, December 30,

Reconciliation of Net Sales Growth – Q1 18 vs. Q1 17 22 Translation (2) Acquisitions Transportation Solutions (3) : Automotive 242 $ 19.0% 131 $ 10.2% 57 $ 54 $ Commercial transportation 87 40.8 73 34.2 14 - Sensors 28 15.0 20 10.6 8 - Total 357 21.3 224 13.4 79 54 Industrial Solutions (3) : Industrial equipment 88 23.0 66 16.9 14 8 Aerospace, defense, oil, and gas 2 0.8 (6) (2.2) 8 - Energy (3) (1.9) (10) (6.1) 7 - Total 87 10.9 50 6.3 29 8 Communications Solutions (3) : Data and devices 8 3.5 4 1.9 4 - Subsea communications (71) (33.2) (71) (33.2) - - Appliances 36 24.3 33 21.7 3 - Total (27) (4.6) (34) (5.7) 7 - Total 417 $ 13.6% 240 $ 7.9% 115 $ 62 $ (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. Sales Growth Sales Growth (1) ($ in millions) Change in Net Sales for the Quarter Ended December 29, 2017 versus Net Sales for the Quarter Ended December 30, 2016 Net Organic Net

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended December 29, 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 420 $ 5 $ 4 $ - $ 429 $ Industrial Solutions 102 2 23 - 127 Communications Solutions 59 - 8 - 67 Total 581 $ 7 $ 35 $ - $ 623 $ Operating Margin 16.7% 17.9% Other Income, Net 2 $ - $ - $ (1) $ 1 $ Income Tax Expense (600) $ (2) $ (8) $ 506 $ (104) $ Effective Tax Rate 107.0% 17.3% Income (Loss) from Continuing Operations (39) $ 5 $ 27 $ 505 $ 498 $ Diluted Earnings (Loss) per Share from Continuing Operations (0.11) $ 0.01 $ 0.08 $ 1.42 $ 1.40 $ (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 $567 million of income tax expense related to the tax impacts of the Tax Cuts and Jobs Act and a $61 million income tax benefit related to certain legal entity restructurings. (3) See description of non-GAAP financial measures. Adjustments ($ in millions, except per share data)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended December 30, 2016 24 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating Income: Transportation Solutions 348 $ 1 $ 24 $ - $ 373 $ Industrial Solutions 70 2 21 - 93 Communications Solutions 77 - 2 - 79 Total 495 $ 3 $ 47 $ - $ 545 $ Operating Margin 16.2% 17.8% Other Expense, Net (9) $ - $ - $ - $ (9) $ Income Tax Expense (54) $ (1) $ (13) $ (30) $ (98) $ Effective Tax Rate 11.7% 19.2% Income from Continuing Operations 406 $ 2 $ 34 $ (30) $ 412 $ Diluted Earnings per Share from Continuing Operations 1.13 $ 0.01 $ 0.09 $ (0.08) $ 1.15 $ (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) Income tax benefits associated with the tax impacts of certain intercompany restructurings and the corresponding reduction in the valuation allowance for U.S. tax loss carryforwards. (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 March 31, 2017 25 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating Income: Transportation Solutions 305 $ - $ 33 $ - $ 338 $ Industrial Solutions 88 3 19 - 110 Communications Solutions 88 - 7 - 95 Total 481 $ 3 $ 59 $ - $ 543 $ Operating Margin 14.9% 16.8% Other Expense, Net (10) $ - $ - $ - $ (10) $ 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 Year Ended September 29, 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 1,307 $ 3 $ 67 $ - $ 1,377 $ Industrial Solutions 369 8 73 - 450 Communications Solutions 385 - 8 - 393 Total 2,061 $ 11 $ 148 $ - $ 2,220 $ Operating Margin 15.7% 16.9% Other Expense, Net (23) $ - $ - $ 7 $ (16) $ Income Tax Expense (255) $ (3) $ (40) $ (66) $ (364) $ Effective Tax Rate 13.2% 17.4% Income from Continuing Operations 1,673 $ 8 $ 108 $ (59) $ 1,730 $ Diluted Earnings per Share from Continuing Operations 4.67 $ 0.02 $ 0.30 $ (0.16) $ 4.83 $ (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. Adjustments ($ in millions, except per share data)

Reconciliation of Gross Margin & Gross Margin Percentage 27 For the Quarters Ended December 29, December 30, September 29, 2017 2016 2017 ($ in millions) Net Sales $ 3,480 $ 3,063 $ 3,456 Cost of Sales 2,303 1,996 2,315 Gross Margin 1,177 1,067 1,141 Gross Margin Percentage 33.8% 34.8% 33.0% Acquisition Related Charges 5 1 - Adjusted Gross Margin (1) $ 1,182 $ 1,068 $ 1,141 Adjusted Gross Margin Percentage (1) 34.0% 34.9% 33.0% (1) See description of non-GAAP financial measures.

Reconciliation of Free Cash Flow 28 December 29, December 30, 2017 2016 Net cash provided by operating activities: 350 $ 404 $ Net cash used in investing activities (241) (154) Net cash used in financing activities (634) (209) Effect of currency translation on cash 11 (23) Net increase (decrease) in cash and cash equivalents (514) $ 18 $ Net cash provided by continuing operating activities 350 $ 404 $ Excluding: Cash paid (collected) pursuant to collateral requirements related to cross currency swaps 18 (60) Capital expenditures, net (241) (126) Free cash flow (1) 127 $ 218 $ (1) Free cash flow is a non-GAAP financial measure. See description of non-GAAP financial measures. For the Quarters Ended (in millions)

Reconciliation of Adjusted EBITDA Margin 29 For the Quarters Ended December 29, December 30, September 29, 2017 2016 2017 ($ in millions) Net Income (Loss) $ (40) $ 409 $ 434 (Income) loss from discontinued operations 1 (3) (5) Income tax expense 600 54 91 Other (income) expense, net (2) 9 (8) Interest expense 26 31 35 Interest (income) (4) (5) (6) Operating Income 581 495 541 Acquisition related charges 7 3 1 Restructuring and other charges, net 35 47 23 Adjusted Operating Income(1) 623 545 565 Depreciation and amortization(2) 167 159 166 Adjusted EBITDA (1) $ 790 $ 704 $ 731 Net Sales $ 3,480 $ 3,063 $ 3,456 Net income (loss) as a percentage of net sales (1.1)% 13.4% 12.6% Adjusted EBITDA margin(1) 22.7% 23.0% 21.2% For the Quarters Ended December 29, 2017 December 30, 2016 Transportation Industrial Communications Transportation Industrial Communications Solutions Solutions Solutions Total Solutions Solutions Solutions Total ($ in millions) Operating Income $ 420 $ 102 $ 59 $ 581 $ 348 $ 70 $ 77 $ 495 Acquisition related charges 5 2 - 7 1 2 - 3 Restructuring and other charges, net 4 23 8 35 24 21 2 47 Adjusted Operating Income(1) 429 127 67 623 373 93 79 545 Depreciation and amortization 99 42 26 167 (2) 89 40 30 159 (2) Adjusted EBITDA(1) $ 528 $ 169 $ 93 $ 790 $ 462 $ 133 $ 109 $ 704 Net Sales $ 2,032 $ 882 $ 566 $ 3,480 $ 1,675 $ 795 $ 593 $ 3,063 Operating margin 20.7% 11.6% 10.4% 16.7% 20.8% 8.8% 13.0% 16.2% Adjusted operating margin(1) 21.1% 14.4% 11.8% 17.9% 22.3% 11.7% 13.3% 17.8% Adjusted EBITDA margin(1) 26.0% 19.2% 16.4% 22.7% 27.6% 16.7% 18.4% 23.0% (1) See description of non-GAAP financial measures. (2) Excludes non-cash amortization associated with fair value adjustments related to acquired customer order backlog of $1 million for both the quarters ended December 29, 2017 and December 30, 2016, as these charges are included in the acquisition related charges line.

Adjusted Return on Invested Capital (ROIC) 30 December 29, September 29, June 30, March 31, December 30, September 30, June 24, March 25, 2017 2017 2017 2017 2016 2016 2016 2016 Operating income 581 $ 541 $ 544 $ 481 $ 495 $ 529 $ 463 $ 547 $ Acquisition related charges 7 1 4 3 3 4 18 4 Restructuring and other charges (credits), net 35 23 19 59 47 30 31 (99) Adjusted Operating Income (1) 623 $ 565 $ 567 $ 543 $ 545 $ 563 $ 512 $ 452 $ Amortization expense 45 $ 43 $ 43 $ 41 $ 42 $ 41 $ 40 $ 34 $ Adjustments (2) (1) - (3) (1) (1) (1) (2) (1) Adjusted amortization expense 44 $ 43 $ 40 $ 40 $ 41 $ 40 $ 38 $ 33 $ Adjusted operating income plus adjusted amortization expense 667 $ 608 $ 607 $ 583 $ 586 $ 603 $ 550 $ 485 $ Income (loss) from continuing operations before income taxes 561 $ 520 $ 503 $ 445 $ 460 $ 489 $ (228) $ 519 $ Acquisition related charges 7 1 4 3 3 4 18 4 Restructuring and other charges (credits), net 35 23 19 59 47 30 31 (99) Tax items (1) - 7 - - - 650 - Adjusted income from continuing operations before income taxes 602 $ 544 $ 533 $ 507 $ 510 $ 523 $ 471 $ 424 $ Income taxes paid, net of refunds 82 $ 67 $ 79 $ 81 $ 96 $ 64 $ 107 $ 547 $ (Payments) refunds for tax deficiencies related to pre-separation tax matters - - 15 3 5 (22) (6) (442) Payments related to income taxes on the sale of the Broadband Network Solutions business - - - - - (10) (17) (2) Adjusted income taxes paid, net of refunds 82 $ 67 $ 94 $ 84 $ 101 $ 32 $ 84 $ 103 $ Adjusted cash tax rate 13.6% 12.3% 17.6% 16.6% 19.8% 6.1% 17.8% 24.3% Adjusted net operating profit after taxes 576 $ 533 $ 500 $ 486 $ 470 $ 566 $ 452 $ 367 $ Trailing four quarter adjusted net operating profit after taxes 2,095 $ 1,855 $ Total debt 4,005 $ 4,344 $ 3,991 $ 3,952 $ 4,028 $ 4,070 $ 4,036 $ 3,884 $ Total shareholders' equity 9,631 9,751 9,141 8,753 8,837 8,485 8,265 7,406 Invested capital 13,636 $ 14,095 $ 13,132 $ 12,705 $ 12,865 $ 12,555 $ 12,301 $ 11,290 $ Trailing four quarter average invested capital 13,392 $ 12,253 $ Adjusted ROIC (1) 15.6% 15.1% (1) See description of non-GAAP financial measures. As of or for the Quarters Ended (2) Includes non-cash amortization associated with fair value adjustments related to acquired customer order backlog, as these charges are included in the acquisition related charges line. ($ in millions)

Reconciliation of Forward-Looking Non-GAAP Financial Measures to Forward-Looking GAAP Financial Measures 31 Outlook for Quarter Ending March 30, Outlook for 2018 (1) Fiscal 2018 (1) Diluted earnings per share from continuing operations (GAAP) $1.18 - $1.22 $3.61 - $3.71 Restructuring and other charges, net 0.14 0.32 Acquisition related charges 0.01 0.05 Tax Items - 1.42 Adjusted diluted earnings per share from continuing operations (non-GAAP) (2) $1.33 - $1.37 $5.40 - $5.50 Net sales growth (GAAP) 10% - 13% 8% - 9% Translation (4) (2) (Acquisitions) divestitures, net (1) (1) Organic net sales growth (non-GAAP) (2) 5% - 8% 5% - 6% Effective tax rate (GAAP) 18.4% 41.6% Effective tax rate adjustments (3) 0.6 (22.5) Adjusted effective tax rate (non-GAAP) (2) 19.0% 19.1% (1) Outlook is as of January 24, 2018. (2) See description of non-GAAP financial measures. (3) Includes adjustments for special tax items and the tax effect of acquisition related charges and net 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.

32 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended September 29, 2017 Restructuring Acquisition and Other Related Charges Adjusted U.S. GAAP Charges (1) (Credits), Net (1) (Non-GAAP) (2) Operating Income: Transportation Solutions 321 $ 1 $ 7 $ 329 $ Industrial Solutions 111 - 19 130 Communications Solutions 109 - (3) 106 Total 541 $ 1 $ 23 $ 565 $ Operating Margin 15.7% 16.3% Other Income, Net 8 $ - $ - $ 8 $ Income Tax Expense (91) $ (1) $ (7) $ (99) $ Effective Tax Rate 17.5% 18.2% Income from Continuing Operations 429 $ - $ 16 $ 445 $ Diluted Earnings per Share from Continuing Operations 1.21 $ - $ 0.04 $ 1.25 $ (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)