securities and exchange...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): January 25, 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 20CH-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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On January 25, 2017 , TE Connectivity Ltd. (the “Company”) issued a press release reporting the Company’s first quarter results for fiscal 2017. A copy of the pressrelease 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 25, 2017 (see information in the press release attached hereto as Exhibit 99.1 under “Conference Call andWebcast”). 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 incorporatedherein 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 25, 2017 99.2

Presentation - TE Connectivity Q1 2017 Earnings Call ( January 25, 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: January 25, 2017

3

Exhibit 99.1

TE Connectivity Announces Financial Results for First Quarter 2017

Sales growth of 8 percent and earnings per share growth of 36 percent over the prior year reflect benefits of harsh environment portfolio

Company raises organic sales and earnings outlook for the full fiscal year

SCHAFFHAUSEN, Switzerland — January 25, 2017 — TE Connectivity Ltd. (NYSE: TEL) today reported results for the fiscal first quarter that endedDecember 30, 2016. First Quarter Highlights

· Net sales were $3.1 billion, up 8 percent and 7 percent organically, compared to the first quarter of 2016· Orders, excluding SubCom, were $3.1 billion in the quarter, up 10 percent organically from the first quarter of 2016· Diluted earnings per share from continuing operations were $1.13, a 36 percent improvement year over year· Adjusted earnings per share were $1.15, up 37 percent over the same period in 2016· Cash flow from continuing operating activities was $404 million, with free cash flow of $218 million, and $234 million returned to shareholders · Announced CEO succession plan with Terrence Curtin to succeed Tom Lynch as CEO following the company’s annual general meeting of shareholders;

Lynch will continue as executive chairman of the board First Quarter Results For the first quarter, the company reported net sales of $3.1 billion, with organic sales growth of 7 percent year-over-year. Diluted earnings per share (EPS) fromcontinuing operations (GAAP EPS) were $1.13 and adjusted EPS were $1.15, both record first quarter results for the company. Cash flow from continuingoperating activities was $404 million, and free cash flow was $218 million. The company returned $234 million to shareholders in the quarter through dividendsand share repurchases. Excluding the company’s SubCom business, total orders were $3.1 billion, up 10 percent organically from the first quarter of 2016, and thebook-to-bill ratio was 1.06. “We had a great start to the fiscal year,” said TE Connectivity Chairman and CEO Tom Lynch. “Organically, sales grew 7 percent over the prior year driven bydouble digit growth in our Automotive, Commercial Transportation and

1

Appliances business units; improvement in our Data and Devices business and strength in Asia. Our profitability reached a record in the quarter due to higher salesvolume particularly in our harsh environment businesses, continued execution of the TE Operating Advantage and the benefit of previously enacted cost reductions. “We are raising our organic sales and EPS guidance for the full year, reflecting organic growth in all of our segments, continued benefits from our TE OperatingAdvantage program, and momentum in our acquired businesses. As I approach my upcoming transition from CEO to executive chairman in March, I’m proud of allwe’ve accomplished and excited to have Terrence take the company forward to an even brighter future.” 2017 Outlook For the fiscal second quarter 2017, the company expects net sales of $3.025 billion to $3.125 billion, reflecting an increase of 4 percent year over year at themidpoint. GAAP EPS are expected to be $0.97 to $1.01, including net restructuring, acquisition-related and other charges of $0.08. TE expects adjusted EPS of$1.05 to $1.09 which represents a 19 percent improvement at the mid-point versus the second quarter of 2016. For the full year, the company expects net sales of $12.2 to $12.6 billion, reflecting 3 percent actual and 4 percent organic growth at the mid-point versus the prioryear, excluding the additional week in fiscal year 2016. GAAP EPS are expected to be $4.04 to $4.24 including restructuring, acquisition-related and other chargesof $0.34 and a tax-related benefit of $0.08. TE expects adjusted EPS of $4.30 to $4.50, reflecting 11 percent growth at the mid-point compared to 2016, whenexcluding 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 theattached tables. Chief Executive Officer Transition On October 3, 2016, the company announced that its board of directors appointed Terrence Curtin to succeed Tom Lynch as the company’s chief executive officer,following the company’s annual general meeting of shareholders. Upon completion of the transition, Lynch will continue as executive chairman of the board.

2

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 January 25, 2017, and ending at 11:59 p.m. ET on February 1,

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 414794.

About TE Connectivity TE Connectivity (NYSE: TEL) is a $12 billion global technology leader. Our commitment to innovation enables advancements in transportation, industrialapplications, medical technology, energy, data communications, and the home. TE’s unmatched breadth of connectivity and sensor solutions, proven in the harshestof environments, helps build a safer, greener, smarter and more connected world. With 75,000 people — including more than 7,000 engineers — working alongsidecustomers in nearly 150 countries, we help ensure that EVERY CONNECTION COUNTS — www.TE.com Non-GAAP Measures “Organic Net Sales Growth,” “Organic Net Sales Growth Excluding the Impact of the Additional Week,” “Net Sales Excluding the Impact of the AdditionalWeek,” “Net Sales Growth Excluding the Impact of the Additional Week,” “Adjusted Operating Income,” “Adjusted Operating Income Excluding the Impact ofthe Additional Week,” “Adjusted Operating Margin Excluding the Impact of the Additional Week,” “Adjusted Operating Margin,” “Adjusted Other Income, Net,”“Adjusted Income Tax Expense,” “Adjusted Income from Continuing Operations,” “Adjusted Earnings Per Share,” “Adjusted Earnings Per Share Excluding theImpact of the Additional Week,” and “Free Cash Flow” are non-GAAP measures and should not be considered replacements for results in accordance withaccounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP measures may not be comparable to similarly-titled measures reported by othercompanies. The primary limitation of these measures is that they exclude the financial impact of items that would otherwise either increase or decrease our reportedresults. This limitation is best addressed by using these non-GAAP measures in combination with the most directly comparable GAAP measures in order to betterunderstand the amounts, character and impact of any increase or decrease in reported amounts. The following provides additional information regarding these non-GAAP measures:

3

· Organic Net Sales Growth — is a useful measure of our underlying results and trends in the business. It is also a significant component in our incentive

compensation plans. The difference between reported net sales growth (the most comparable GAAP measure) and Organic Net Sales Growth consists ofthe impact from foreign currency exchange rates and acquisitions and divestitures, if any. Organic Net Sales Growth is a useful measure of ourperformance because it excludes items that: i) are not completely under management’s control, such as the impact of changes in foreign currencyexchange rates; or ii) do not reflect the underlying growth of the company, such as acquisition and divestiture activity.

· Organic Net Sales Growth Excluding the Impact of the Additional Week, Net Sales Excluding the Impact of the Additional Week, and Net Sales Growth

Excluding the Impact of the Additional Week — represent Organic Net Sales Growth, net sales (the most comparable GAAP measure), and net salesgrowth (the most comparable GAAP measure), respectively, excluding the impact of the additional week in the fourth quarter of the fiscal year for fiscalyears which are 53 weeks in length. The impact of the additional week was estimated using an average weekly sales figure for the last month of the fiscalyear. We believe these measures are useful to investors because they provide insight into our underlying operating results, trends, and the comparability ofthese results between periods.

· Adjusted Operating Income — represents operating income (the most comparable GAAP measure) before special items including charges or income

related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We utilize AdjustedOperating Income to assess segment level core operating performance and to provide insight to management in evaluating segment operating planexecution and underlying market conditions. It also is a significant component in our incentive compensation plans. Adjusted Operating Income is usefulto investors because it provides insight into our underlying operating results, trends, and the comparability of these results between periods.

· Adjusted Operating Income Excluding the Impact of the Additional Week and Adjusted Operating Margin Excluding the Impact of the Additional Week

— represents Adjusted Operating Income and Adjusted Operating Margin, respectively, excluding the impact of the additional week in the fourth quarterof the fiscal year for fiscal years which are 53 weeks in length. We believe these measures are useful to investors because they provide insight into ourunderlying operating results, trends, and the comparability of these results between periods.

· Adjusted Operating Margin — represents operating margin (the most comparable GAAP measure) before special items including charges or income

related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We present AdjustedOperating Margin before special items to give investors a perspective on the underlying business results. This measure should be considered inconjunction with operating margin calculated using our GAAP results in order to understand the amounts, character and impact of adjustments tooperating margin.

· Adjusted Other Income, Net — represents other income, net (the most comparable GAAP measure) before special items including tax sharing income

related to certain proposed adjustments to prior period tax returns and other tax items, if any. We present Adjusted Other Income, Net as we believe that itis appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP.

· Adjusted Income Tax Expense — represents income tax expense (the most comparable GAAP measure) after adjusting for the tax effect of special items

including charges related to restructuring and other charges, acquisition related charges, impairment charges, other income or charges, and certainsignificant special tax items, if any. We present Adjusted Income Tax Expense to provide investors further information regarding the tax effects ofadjustments used in determining the non-GAAP financial measure Adjusted Income from Continuing Operations (as defined below).

4

· Adjusted Income from Continuing Operations — represents income from continuing operations (the most comparable GAAP measure) before special

items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, tax sharing income relatedto certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items, other income or charges, if any, and, ifapplicable, the related tax effects. We present Adjusted Income from Continuing Operations as we believe that it is appropriate for investors to considerresults excluding these items in addition to results in accordance with GAAP. Adjusted Income from Continuing Operations provides additionalinformation regarding our underlying operating results, trends and the comparability of these results between periods.

· Adjusted Earnings Per Share — represents diluted earnings per share from continuing operations (the most comparable GAAP measure) before special

items, including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, tax sharing income relatedto certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items, other income or charges, if any, and, ifapplicable, the related tax effects. We present Adjusted Earnings Per Share because we believe that it is appropriate for investors to consider resultsexcluding these items in addition to results in accordance with GAAP. We believe such a measure provides insight into our underlying operating results,trends, and the comparability of these results between periods, since it excludes the impact of special items, which may recur, but tend to be irregular as totiming. It also is a significant component in our incentive compensation plans.

· Adjusted Earnings Per Share Excluding the Impact of the Additional Week — represents Adjusted Earnings Per Share excluding the impact of the

additional week in the fourth quarter of the fiscal year for fiscal years which are 53 weeks in length. We believe Adjusted Earnings Per Share Excludingthe Impact of the Additional Week is useful to investors because it provides insight into our underlying operating results, trends, and the comparability ofthese results between periods.

· Free Cash Flow (FCF) — is a useful measure of our ability to generate cash. The difference between net cash provided by continuing operating activities

(the most comparable GAAP measure) and Free Cash Flow consists mainly of significant cash outflows and inflows that we believe are useful to identify.We believe Free Cash Flow provides useful information to investors as it provides insight into the primary cash flow metric used by management tomonitor 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 specialitems, if any, minus net capital expenditures. Voluntary pension contributions are excluded from the GAAP measure because this activity is driven byeconomic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters, and cash(collected) paid pursuant to collateral requirements related to cross currency swaps, are also excluded by management in evaluating Free Cash Flow. Netcapital expenditures consist of capital expenditures less proceeds from the sale of property, plant, and equipment. These items are subtracted because theyrepresent 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 todirect and may imply that there is less or more cash available for our programs than the most comparable GAAP measure indicates. It should not beinferred that the entire Free Cash Flow amount is available for future discretionary expenditures, as our definition of Free Cash Flow does not considercertain 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.

5

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 arebased 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 hereinthat are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions aregenerally intended to identify forward-looking statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any suchintention 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 bylaw. The forward-looking statements in this presentation include statements addressing our future financial condition and operating results. Examples of factors thatcould cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive andregulatory 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 weoperate; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; and thepossible 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 TEConnectivity 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 onForm 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 ShahTE Connectivity TE Connectivity610-893-9553 [email protected] [email protected]

6

TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For the Quarters Ended

December 30,

December 25,

2016

2015

(in millions, except per share data)

Net sales

$ 3,063

$ 2,833

Cost of sales

1,998

1,888

Gross margin

1,065

945

Selling, general, and administrative expenses

372

340

Research, development, and engineering expenses

158

162

Acquisition and integration costs

2

5

Restructuring and other charges, net

47

40

Operating income

486

398

Interest income

5

6

Interest expense

(31) (30)Other income, net

—

8

Income from continuing operations before income taxes

460

382

Income tax expense

(54) (58)Income from continuing operations

406

324

Income from discontinued operations, net of income taxes

3

29

Net income

$ 409

$ 353

Basic earnings per share:

Income from continuing operations

$ 1.14

$ 0.84

Income from discontinued operations

0.01

0.08

Net income

1.15

0.92

Diluted earnings per share:

Income from continuing operations

$ 1.13

$ 0.83

Income from discontinued operations

0.01

0.07

Net income

1.14

0.91

Dividends paid per common share

$ 0.37

$ 0.33

Weighted-average number of shares outstanding:

Basic

356

385

Diluted

359

390


CONSOLIDATED BALANCE SHEETS (UNAUDITED)

December 30,

September 30,

2016

2016

(in millions, except share data)

Assets

Current assets:

Cash and cash equivalents

$ 665

$ 647

Accounts receivable, net of allowance for doubtful accounts of $17

2,034

2,046

Inventories

1,636

1,596

Prepaid expenses and other current assets

474

486

Total current assets

4,809

4,775

Property, plant, and equipment, net

2,956

3,052

Goodwill

5,363

5,492

Intangible assets, net

1,800

1,879

Deferred income taxes

2,290

2,111

Other assets

397

299

Total Assets

$ 17,615

$ 17,608

Liabilities and Shareholders’ Equity

Current liabilities:

Short-term debt

$ 1,052

$ 331

Accounts payable

1,123

1,090

Accrued and other current liabilities

1,189

1,437

Deferred revenue

149

208

Total current liabilities

3,513

3,066

Long-term debt

2,976

3,739

Long-term pension and postretirement liabilities

1,474

1,502


194

207

Income taxes

266

247

Other liabilities

355

362

Total Liabilities

8,778

9,123

Commitments and contingencies

Shareholders’ equity:

Common shares, CHF 0.57 par value, 382,835,381 shares authorized and issued

168

168

Contributed surplus

1,729

1,801

Accumulated earnings

9,256

8,682

Treasury shares, at cost, 27,334,732 and 27,554,005 shares, respectively

(1,618) (1,624)Accumulated other comprehensive loss

(698) (542)Total Shareholders’ Equity

8,837

8,485

Total Liabilities and Equity

$ 17,615

$ 17,608


CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


December 30,

December 25,

2016

2015

(in millions)

Cash Flows From Operating Activities:

Net income

$ 409

$ 353

Income from discontinued operations, net of income taxes

(3) (29)Income from continuing operations

406

324

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

Depreciation and amortization

160

146


(69) (58)Provision for losses on accounts receivable and inventories

4

21

Share-based compensation expense

24

22

Other

4

9

Changes in assets and liabilities, net of the effects of acquisitions and divestitures:

Accounts receivable, net

(30) 237

Inventories

(59) (99)Prepaid expenses and other current assets

31

16

Accounts payable

64

(31)Accrued and other current liabilities

(70) (130)Deferred revenue

(59) (71)Income taxes

28

28

Other

(30) (23)Net cash provided by continuing operating activities

404

391

Net cash used in discontinued operating activities

—

(1)Net cash provided by operating activities

404

390

Cash Flows From Investing Activities:

Capital expenditures

(130) (139)Proceeds from sale of property, plant, and equipment

4

1

Other

(28) 17

Net cash used in investing activities

(154) (121)Cash Flows From Financing Activities:

Net increase in commercial paper

10

—

Proceeds from exercise of share options

25

34

Repurchase of common shares

(93) (1,249)Payment of common share dividends to shareholders

(132) (127)Other

(19) (29)Net cash used in continuing financing activities

(209) (1,371)Net cash provided by discontinued financing activities

—

1

Net cash used in financing activities

(209) (1,370)Effect of currency translation on cash

(23) (5)Net increase (decrease) in cash and cash equivalents

18

(1,106)Cash and cash equivalents at beginning of period

647

3,329

Cash and cash equivalents at end of period

$ 665

$ 2,223

Supplemental Cash Flow Information:

Interest paid

$ 40

$ 42

Income taxes paid, net of refunds

96

88


RECONCILIATION OF FREE CASH FLOW (UNAUDITED)


December 30,

December 25,

2016

2015

(in millions)

Net cash provided by continuing operating activities

$ 404

$ 391

Excluding:

Payments related to pre-separation U.S. tax matters, net

—

1

Payments related to income taxes on the sale of the Broadband Network Solutions business

—

7

Cash collected pursuant to collateral requirements related to cross currency swaps

(60) (24)Capital expenditures, net

(126) (138)Free cash flow (1)

$ 218

$ 237

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


CONSOLIDATED SEGMENT DATA (UNAUDITED)


December 30,

December 25,

2016

2015

($ in millions)

Net Sales

Net Sales

Transportation Solutions

$ 1,675

$ 1,507

Industrial Solutions

795

709

Communications Solutions

593

617

Total

$ 3,063

$ 2,833

Operating

Operating

Operating

Operating

Income

Margin

Income

Margin


$ 343

20.5% $ 261

17.3%Industrial Solutions

67

8.4

66

9.3


76

12.8

71

11.5

Total

$ 486

15.9% $ 398

14.0%

Adjusted

Adjusted

Adjusted

Adjusted

Operating

Operating

Operating

Operating

Income (1)

Margin (1)

Income (1)

Margin (1)


$ 368

22.0% $ 280

18.6 %Industrial Solutions

90

11.3

78

11.0


78

13.2

86

13.9

Total

$ 536

17.5% $ 444

15.7 %

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


RECONCILIATION OF NET SALES GROWTH (UNAUDITED)

Percentage of

Change in Net Sales for the Quarter Ended December 30, 2016

Segment’s Total

versus Net Sales for the Quarter Ended December 25, 2015

Net Sales for the

Acquisitions

Quarter Ended

Total

Translation (1)

(Divestiture)

Organic (2)

December 30, 2016

($ in millions)

Transportation Solutions (3):

Automotive

$ 134

11.7% $ (11) $ —

$ 145

12.7% 76%Commercial Transportation

28

15.1

(1) —

29

15.7

13

Sensors

6

3.3

(3) 11

(2) (1.1) 11

Total

168

11.1

(15) 11

172

11.4

100%Industrial Solutions (3):

Industrial Equipment

94

32.5

(2) 94

2

0.7

48

Aerospace, Defense, Oil, and Gas

—

—

(2) —

2

0.8

32

Energy

(8) (4.8) (3) —

(5) (3.0) 20

Total

86

12.1

(7) 94

(1) (0.2) 100%Communications Solutions (3):

Data and Devices

(33) (12.5) (1) (36) 4

1.7

39

Subsea Communications

(8) (3.6) —

—

(8) (3.6) 36

Appliances

17

13.0

(2) —

19

14.4

25

Total

(24) (3.9) (3) (36) 15

2.5

100%Total

$ 230

8.1% $ (25) $ 69

$ 186

6.6%

(1) Represents the change in net sales resulting from changes in foreign currency exchange rates.(2) Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes inforeign currency exchange rates. Organic net sales growth is a non-GAAP measure. See description of non-GAAP measures contained in this release.(3) Industry end market information is presented consistently with our internal management reporting and may be periodically revised as management deemsnecessary.


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor 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:


$ 343

$ 1

$ 24

$ —

$ 368


67

2

21

—

90


76

—

2

—

78

Total

$ 486

$ 3

$ 47

$ —

$ 536

Operating Margin

15.9%

17.5% Income Tax Expense

$ (54) $ (1) $ (13) $ (30) $ (98) 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 foreach 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 measures contained in this release.


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Quarter Ended December 25, 2015

(UNAUDITED)

Adjustments

Acquisition

Restructuring

Related

and Other

Tax

Adjusted

U.S. GAAP

Charges (1)

Charges, Net (1)

Items (2)

(Non-GAAP) (3)


Operating Income:


$ 261

$ 3

$ 16

$ —

$ 280


66

3

9

—

78


71

—

15

—

86

Total

$ 398

$ 6

$ 40

$ —

$ 444

Operating Margin

14.0%

15.7% Other Income, Net

$ 8

$ —

$ —

$ —

$ 8

Income Tax Expense

$ (58) $ (2) $ (12) $ (28) $ (100) Income from Continuing Operations

$ 324

$ 4

$ 28

$ (28) $ 328



$ 0.83

$ 0.01

$ 0.07

$ (0.07) $ 0.84

(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 foreach such jurisdiction.(2) Income tax benefits related to deferred tax assets recognized in connection with the anticipated sale of the Circuit Protection Devices business.(3) See description of non-GAAP measures contained in this release.


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Quarter Ended March 25, 2016

(UNAUDITED)

Adjustments

Restructuring

Acquisition

and Other

Related

Charges

Tax

Adjusted

U.S. GAAP

Charges (1)

(Credits), Net (1)(2)

Items

(Non-GAAP) (3)


Operating Income:


$ 289

$ 1

$ 15

$ —

$ 305


63

3

18

—

84


183

—

(132) —

51

Total

$ 535

$ 4

$ (99) $ —

$ 440

Operating Margin

18.1%

14.9% Other Income, Net

$ 12

$ —

$ —

$ —

$ 12

Income Tax Expense

$ (130) $ (1) $ 35

$ 3

$ (93) Income from Continuing Operations

$ 389

$ 3

$ (64) $ 3

$ 331



$ 1.06

$ 0.01

$ (0.17) $ 0.01

$ 0.90

(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect foreach such jurisdiction.(2) Includes the gain on the divestiture of our Circuit Protection Devices business.(3) See description of non-GAAP measures contained in this release.


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor 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)


Operating Income:


$ 1,191

$ 9

$ 46

$ —

$ 1,246


343

23

31

—

397


368

—

(75) —

293

Total

$ 1,902

$ 32

$ 2

$ —

$ 1,936

Operating Margin

15.5%

15.8% Other Income (Expense), Net

$ (632) $ —

$ —

$ 650

$ 18

Income Tax (Expense) Benefit

$ 779

$ (7) $ (2) $ (1,111) $ (341) Income from Continuing Operations

$ 1,941

$ 25

$ —

$ (461) $ 1,505

Diluted Earnings per Share from Continuing

Operations

$ 5.26

$ 0.07

$ —

$ (1.25) $ 4.08

(1) Includes $22 million of acquisition and integration costs and $10 million of non-cash amortization associated with fair value adjustments related to acquiredinventories 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 foreach 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 thedisputed 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 withTyco 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 expensepursuant to the tax sharing agreement with Tyco International and Covidien.(4) See description of non-GAAP measures contained in this release.


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:

TransportationSolutions

Automotive

$ 4,912

$ (102) $ 4,810

$ 4,780

2.8% (2.2)% 0.6% 5.6% (2.2)% 3.4%CommercialTransportation

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


IndustrialEquipment

1,419

(32) 1,387

1,323

7.3

(2.5) 4.8

(5.2) (2.1) (7.3)Aerospace,Defense, Oil, andGas

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)CommunicationsSolutions

Data and Devices

1,020

(21) 999

1,357

(24.8) (1.6) (26.4) (17.8) (1.7) (19.5)SubseaCommunications

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)


Operating Income

$ 1,902

$ 32

$ 2

$ —

$ 1,936

$ (55) $ 1,881

Operating Margin

15.5%

15.8%

15.7% Diluted Earnings per

Share from ContinuingOperations

$ 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 salesfigure for the last month of the fiscal year.(2) See description of non-GAAP measures contained in this release.(3) Includes $22 million of acquisition and integration costs and $10 million of non-cash amortization associated with fair value adjustments related to acquiredinventories 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 thedisputed 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 withTyco 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 expensepursuant to the tax sharing agreement with Tyco International and Covidien.


RECONCILIATION OF FORWARD-LOOKING NON-GAAP FINANCIAL MEASURESTO FORWARD-LOOKING GAAP FINANCIAL MEASURES

As of January 25, 2017(UNAUDITED)

Outlook for

Quarter Ending

March 31,

2017

Diluted earnings per share from continuing operations (GAAP)

$0.97 - $1.01


0.07

Acquisition related charges

0.01

Tax items

—

Adjusted diluted earnings per share from continuing operations (non-GAAP) (1)

$1.05 - $1.09

Net sales growth (GAAP)

2 - 6%

Translation

2

(Acquisitions) divestitures, net

(2)Organic net sales growth (non-GAAP) (1)

2 - 6%

Outlook for

Fiscal 2017

Diluted earnings per share from continuing operations (GAAP)

$4.04 - $4.24


0.30

Acquisition related charges

0.04

Tax items

(0.08)Adjusted diluted earnings per share from continuing operations (non-GAAP) (1)

$4.30 - $4.50

Net sales growth (GAAP)

0 - 3%

Impact of additional week in fiscal 2016

2

Net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (1)

2 - 5%

Translation

3

(Acquisitions) divestitures, net

(2)Organic net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (1)

3 - 6%

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

Exhibit 99.2Q1 2017 Earnings January 25, 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 Reportson Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission. Non-GAAP Measures Where we have used non-GAAP financial measures, reconciliations to the most comparable GAAP measure are provided, along with a disclosure on the usefulness of the non-GAAP measure, in this presentation.

Very strong performance reflects benefit of harsh portfolio 7% year-over-year organic growth Sales of $3.1B, with strength in Asia Double digit organic growth in Transportation, with content growth driving market outperformance Strengthening Industrial markets and organic growth in Commercial Air and Medical Communications 3% organic growth driven by Appliances and return to growth in Data and Devices Record Q1 profitability Adjusted Operating Margin of 17.5% and Adjusted EPS of $1.15, up 37% Y/Y Increased volume in high margin harsh businesses drove profit expansion Improved performance in Data and Devices business earlier than expectations TE Operating Advantage, prior cost actions and capital deployment result in greater earnings leverage Raising FY17 guidance, with strong order momentum Increasing organic growth by 100 bps to 4% and adjusted EPS to $4.40, despite $0.16 FX headwinds Q1 Book to Bill of 1.06 excluding SubCom with orders up 10% organically and strength in all regions Free Cash Flow of $218M with $234M returned to shareholders Strong design win pipeline and growth outlook in acquired businesses Q1 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.

FY16 FY16 FY17 Q1 Q4* 13 Week Q1 Transportation 1,583 1,704 1,775 Industrial 726 829 832 Communications Ex SubCom 406 413 417 Total TE Ex SubCom 2,715 2,946 3,024 Total TE Ex SubCom @ Constant Currency 2,745 2,940 3,082 Book to Bill Ex SubCom 1.04 1.03 1.06 Segment Orders Summary ($ in millions) 4 Transportation Y/Y growth driven by strength in China and EMEA Industrial Y/Y growth driven by Aerospace, Defense, Medical and Industrial Equipment Strong Communications orders growth Y/Y despite the $37M impact from the sale of Circuit Protection Strong Book to Bill of 1.06: Y/Y orders up 10% organically *Q4 FY16 includes an additional week of orders ($237M)

Y/Y Growth Rates Reported Organic Automotive $1,275 12% 13% Commercial Transportation 213 15% 16% Sensors 187 3% (1)% Transportation Solutions $1,675 11% 11% $ in Millions Sales Automotive sales significantly above market driven by content growth and strength in Asia and EMEA Commercial Transportation organic growth above market driven by content gains and our strong position in Asia Sensors growth in automotive and industrial offset by softness in NA heavy trucks Business Performance Reported Up 11% Organic Up 11% Reported Organic Orders $1,775 12% 13% Adjusted Operating Margin Y/Y margin expansion driven by increased volume fall through and productivity 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 24.0% 27.3% 18.6% 22.0% Q1 2016 Q1 2017 $1,507 $1,675 Q1 2016 Q1 2017

Y/Y Growth Rates Reported Organic Industrial Equipment $383 33% 1% Aerospace & Defense 226 4% 4% Oil and Gas 26 (24)% (21)% Energy 160 (5)% (3)% Industrial Solutions $795 12% -% $ in Millions Sales Industrial Equipment organic growth driven by medical and factory automation applications Creganna and Intercontec acquisitions performing ahead of plan Aerospace and Defense growth driven by airframe builds and momentum in defense programs Oil and Gas declined 21% Y/Y as expected; Expect stability going forward based on new program wins Energy NA strength offset by softness in EMEA Business Performance Reported Up 12% Organic Flat Adjusted Operating Margin Industrial Solutions 6 Reported Organic Orders $832 15% 4% 30bps expansion Y/Y despite 80bps headwind from Oil and Gas Organic Sales Growth, Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP measures; see Appendix for description and reconciliation. Adjusted EBITDA Margin 15.2% 16.4% $709 $795 Q1 2016 Q1 2017 11.0% 11.3% Q1 2016 Q1 2017

Y/Y Growth Rates Reported Organic Data & Devices $231 (13)% 2% Appliances 148 13% 14% SubCom 214 (4)% (4)% Communications Solutions $593 (4)% 3% $ in Millions Sales Data & Devices return to growth with margin expansion from ramps of new high speed programs with cloud infrastructure customers Double digit Appliances growth driven by strength in Asia and North America SubCom momentum continues with multiple programs in force; Y/Y revenue impacted by program timing Q1 FY16 Adjusted Operating Margins benefited by ~400 basis points from SubCom program timing Strong margin progression over the past 4 quarters from 8.4% in Q2 FY16 to 13.2% in Q1 FY17 Business Performance Reported Down 4% Organic Up 3% Reported Organic Orders ex SubCom $417 3% 14% Adjusted Operating Margin Y/Y trend impacted by SubCom benefit in Q1 FY16; Sequential margin expansion of 30bps 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 19.3% 18.2% 13.9% 13.2% Q1 2016 Q1 2017 $617 $593 Q1 2016 Q1 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) Q1 FY16 Q1 FY17 Net Sales $ 2,833 $ 3,063 Operating Income $ 398 $ 486 Operating Margin 14.0% 15.9% Acquisition Related Charges 6 3 Restructuring & Other Charges, net 40 47 Adjusted Operating Income $ 444 $ 536 Adjusted Operating Margin 15.7% 17.5% Earnings Per Share* $ 0.83 $ 1.13 Acquisition Related Charges 0.01 0.01 Restructuring & Other Charges, net 0.07 0.09 Tax Items (0.07) (0.08) Adjusted EPS $ 0.84 $ 1.15 Q1 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. Q1 Operating Metrics 9 Adjusted EBITDA Margin $237 $218 Q1 2016 Q1 2017 33.4% 34.8% Q1 2016 Q1 2017 15.7% 17.5% Q1 2016 Q1 2017 20.8% 22.7% Q1 2016 Q1 2017

Guidance* 4% organic growth driven by all segments Transportation Solutions Industrial Solutions Communications Solutions TE Connectivity Highlights Sales $3.025B to $3.125B Adjusted EPS $1.05 to $1.09 Sales up 4% Y/Y and up 4% organically at midpoint FX headwind impacting sales by ~$60M Y/Y and Adjusted EPS by $0.03 Y/Y Adjusted EPS up 19% at the midpoint Up Low Single Digits Up Mid Single Digits Organic Down Low Single Digits Up Mid Single Digits Organic Up Mid Teens Up Low Single Digits Organic * Assumes foreign exchange rates and commodity prices that are consistent with current levels Organic Sales Growth and Adjusted EPS are non-GAAP measures; see Appendix for description and reconciliation. Q2 Outlook 10 Mid single digit organic growth expected on 2% global auto production growth, with growth in Asia and EMEA Commercial Transportation growth above market with strength in Asia heavy trucks Industrial Solutions growth driven by Commercial Air, Medical, recovery in factory automation and acquisitions Communications organic growth expected in all businesses; Q2 represents the last quarter of impact from the sale of the Circuit Protection business

Sales Up 4% Organically, with 15% Adjusted EPS Growth Y/Y in Constant Currency Sales of $12.2B - $12.6B Adjusted EPS of $4.30 - $4.50 Sales up 3% Y/Y; Expect organic growth of 4%, up 100bps from prior Guidance FX headwind impacting sales by ~$300M Y/Y and Adjusted EPS by $0.14 Y/Y Y/Y tax rate benefits 1H but negatively impacts 2H Adjusted EPS up 11% Y/Y at midpoint Up Low Single Digits Up Mid Single Digits Organic Flat Up Mid Single Digits Organic Up High Single Digits Up Low Single Digits Organic FY17 Outlook* vs 52 week prior year Guidance* Transportation Solutions Industrial Solutions TE Connectivity Highlights 11 Communications Solutions * Assumes foreign exchange rates and commodity prices that are consistent with current levels; Growth comparisons to prior year exclude the impact of an additional week in the fourth quarter of fiscal 2016 ($238M Revenue and $0.13 Adjusted EPS) Organic Sales Growth, Net Sales Growth Excluding the Impact of the Additional Week, Organic Net Sales Growth Excluding the Impact of the Additional Week, Adjusted EPS, Adjusted EPS Excluding the Impact of the Additional Week and Adjusted Earnings Per Share in Constant Currency are non-GAAP measures; see Appendix for description and reconciliation. Transportation organic growth increases from prior view due to strength in China; Expect 2% global auto production growth up from 1%; Continue to expect strong growth Commercial Transportations and growth in Sensors Industrial Solutions organic growth consistent with prior view due to Aerospace, Defense and Medical growth and continued Industrial market recovery Communications organic growth up versus prior view due to strength in Appliances and growth in Data and Devices; Continue to expect 5% SubCom growth Y/Y

Additional Information 12

Current vs. Prior Guidance 13 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. Q1 FY17 FY17 Sales (in millions) Adjusted EPS Sales (in millions) Adjusted EPS Guidance Provided in November $3,000 $1.00 $12,600 $4.34 Operational Performance 108 0.17 110 0.22 FX Impact (45) (0.02) (310) (0.16) Q1 2017 Results / Current 2017 Guidance $3,063 $1.15 $12,400 $4.40 Strong execution more than offsets the impact from foreign currency

Y/Y Q1 2017 14 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. Sales (in millions) Adjusted EPS Q1 2016 Results $2,833 $0.84 Operational Performance 186 0.30 Acquisitions / Divestitures, net 69 0.02 FX Impact (25) (0.01) Q1 2017 Results $3,063 $1.15

Y/Y Q2 2017 15 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. Sales (in millions) Adjusted EPS Q2 2016 Results $2,952 $0.90 Operational Performance 112 0.17 Acquisitions / Divestitures, net 74 0.03 FX Impact (63) (0.03) Q2 2017 Guidance $3,075 $1.07 Guidance Range: Sales of $3.025B - $3.125B Adjusted EPS of $1.05 – $1.09

Y/Y 2017 16 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. 1H 2H FY17 Sales (in millions) Adjusted EPS Sales (in millions) Adjusted EPS Sales (in millions) Adjusted EPS 2016 – 52 Weeks $5,785 $1.74 $6,215 $2.22 $12,000 $3.95 Operational Performance 298 0.28 214 0.14 512 0.43 Acquisitions / Divestitures, net* 143 0.05 45 0.03 188 0.08 Share Repurchase 0.12 0.02 0.14 Tax Rate Impact 0.07 (0.13) (0.06) FX Impact (88) (0.04) (212) (0.10) (300) (0.14) 2017 Guidance $6,138 $2.22 $6,262 $2.18 $12,400 $4.40 Guidance Range: Sales of $12.2B - $12.6B Adjusted EPS of $4.30 - $4.50 * The impact of Acquisitions and Divestitures is shown until one year after the event. Upon the annual anniversary, the impact is considered to be operational.

($ in Millions) Q1 2016 Q1 2017 Beginning Cash Balance $3,329 $647 Free Cash Flow 237 218 Dividends (127) (132) Share repurchases (1,249) (93) Proceeds from exercise of share options 34 25 Other (1) - Ending Cash Balance 2,223 665 Total Debt 3,870 4,028 ($ in Millions) Q1 2016 Q1 2017 Cash from Continuing Operations $391 $404 Capital expenditures, net Cash collected pursuant to collateral requirements related to cross currency swaps Pre-separation and BNS related tax payments, net (138) (24) 8 (126) (60) - Free Cash Flow $237 $218 A/R - $ $1,878 $2,034 Days Sales Outstanding* 61 60 Inventory (Excl. CIP) - $ $1,606 $1,481 Days on Hand* 78 67 Accounts Payable - $ $1,108 $1,123 Days Outstanding* 54 51 Free Cash Flow is a non-GAAP measure, see Appendix for description * Adjusted to exclude the impact of acquisitions Free Cash Flow and Working Capital Liquidity, Cash & Debt Q1 Balance Sheet & Cash Flow Summary 17

Appendix 18

Non-GAAP Measures 19 “Organic Net Sales Growth,” “Organic Net Sales Growth Excluding the Impact of the Additional Week,” “Net Sales Excluding the Impact of the Additional Week,” “Net Sales Growth Excluding the Impact of the Additional Week,” “Net Sales in Constant Currency,” “Adjusted Gross Margin,” “Adjusted Gross Margin Percentage,” “Adjusted Operating Income,” “Adjusted Operating Income Excluding the Impact of the Additional Week,” Adjusted Operating Margin Excluding the Impact of the Additional Week,” “Adjusted Operating Margin,” “Adjusted Other Income, Net,” “Adjusted Income Tax Expense,” “Adjusted Effective Tax Rate,” ”Adjusted Income from Continuing Operations,” “Adjusted Earnings Per Share,” “Adjusted Earnings Per Share Excluding the Impact of the Additional Week,” “Adjusted Earnings Per Share in Constant Currency,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Free Cash Flow” are non-GAAP measures and should not be considered replacements for results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP measures may not be comparable to similarly-titled measures reported by other companies. The primary limitation of these measures is that they exclude the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using these non-GAAP measures in combination with the most directly comparable GAAP measures in order to better understand the amounts, character and impact of any increase or decrease in reported amounts. The following provides additional information regarding these non-GAAP measures: Organic Net Sales Growth – is a useful measure of our underlying results and trends in the business. It is also a significant component in our incentive compensation plans. The difference between reported net sales growth (the most comparable GAAP measure) and Organic Net Sales Growth consists of the impact from foreign currency exchange rates and acquisitions and divestitures, if any. Organic Net Sales Growth is a useful measure of ourperformance because it excludes items that: i) are not completely under management’s control, such as the impact of changes in foreign currency exchange rates; or ii) do not reflect the underlying growth of the company, such as acquisition and divestiture activity. Organic Net Sales Growth Excluding the Impact of the Additional Week, Net Sales Excluding the Impact of the Additional Week, and Net Sales Growth Excluding the Impact of the Additional Week – represent Organic Net Sales Growth, net sales (the most comparable GAAP measure), and net sales growth (the most comparable GAAP measure), respectively, 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 was estimated using an average weekly sales figure for the last month of the fiscal year. We believe these measures are useful to investors because they provide insight into our underlying operating results, trends, and the comparability of these results between periods. Net Sales in Constant Currency – represents net sales (the most comparable GAAP measure) excluding the impact of fluctuations in foreign currency exchange rates between periods. We believe constant currency information provides valuable supplemental information regarding our sales. Adjusted Gross Margin and Adjusted Gross Margin Percentage – represent gross margin and gross margin percentage, respectively, (the most comparable GAAP measures) before special items including acquisition related charges, if any. We present Adjusted Gross Margin and Adjusted Gross Margin Percentage before special items to give investors a perspective on the underlying business results. These measures should be considered in conjunction with gross margin calculated using our GAAP results in order to understand the amounts, character and impact of adjustments to gross margin. Adjusted Operating Income – represents operating income (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges,

and other income or charges, if any. We utilize Adjusted Operating Income to assess segment level core operating performance and to provide insight to management in evaluating segment operating plan execution and underlying market conditions. It also is a significant component in our incentive compensation plans. Adjusted Operating Income is useful to investors because it provides insight into our underlying operating results, trends, and the comparability of these results between periods. Adjusted Operating Income Excluding the Impact of the Additional Week and Adjusted Operating Margin Excluding the Impact of the Additional Week – represents Adjusted Operating Income and Adjusted Operating Margin, respectively, excluding the impact of the additional week in the fourth quarter of the fiscal year for fiscal years which are 53 weeks in length. We believe these measures are useful to investors because they provide insight into our underlying operating results, trends, and the comparability of these results between periods. Adjusted Operating Margin – represents operating margin (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We present Adjusted Operating Margin before special items to give investors a perspective on the underlying business results. This measure should be considered in conjunction with operating margin calculated using our GAAP results in order to understand the amounts, character and impact of adjustments to operating margin. Adjusted Other Income, Net – represents other income, net (the most comparable GAAP measure) before special items including tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, if any. We present Adjusted Other Income, Net as we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP.

Non-GAAP Measures (cont.) 20 Adjusted Income Tax Expense – represents income tax expense (the most comparable GAAP measure) after adjusting for the tax effect of special items including charges related to restructuring and other charges, acquisition related charges, impairment charges, other income or charges, and certain significant special tax items, if any. We present Adjusted Income Tax Expense to provide investors further information regarding the tax effects of adjustments used in determining the non-GAAP financial measure Adjusted Income from Continuing Operations (as defined below). Adjusted Effective Tax Rate – represents effective income tax rate (the most comparable GAAP measure) after adjusting for the tax effect of special items including charges related to restructuring and other charges, acquisition related charges, impairment charges, other income or charges, and certain significant special tax items, if any. We present Adjusted Effective Tax Rate to provide investors further information regarding the tax rate effects of adjustments used in determining the non-GAAP financial measure Adjusted Income from Continuing Operations (as defined below). Adjusted Income from Continuing Operations – represents income from continuing operations (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items, other income or charges, if any, and, if applicable, the related tax effects. We present Adjusted Income from Continuing Operations as we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. Adjusted Income from Continuing Operations provides additional information regarding our underlying operating results, trends and the comparability of these results between periods. Adjusted Earnings Per Share – represents diluted earnings per share from continuing operations (the most comparableGAAP measure) before special items, including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items, other income or charges, if any, and, if applicable, the related tax effects. We present Adjusted Earnings Per Share because we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. We believe such a measure provides insight into our underlying operating results, trends, and the comparability of these results between periods, since it excludes the impact of special items, which may recur, but tend to be irregular as to timing. It also is a significant component in our incentive compensation plans. Adjusted Earnings Per Share Excluding the Impact of the Additional Week – represents Adjusted Earnings Per Share excluding the impact of the additional week in the fourth quarter of the fiscal year for fiscal years which are 53 weeks in length. We believe Adjusted Earnings Per Share Excluding the Impact of the Additional Week is useful to investors because it provides insight into our underlying operating results, trends, and the comparability of these results between periods. Adjusted Earnings Per Share in Constant Currency – represents Adjusted Earnings Per Share excluding the impact of fluctuations in foreign currency exchange rates between periods. We believe constant currency information provides valuable supplemental information regarding our earnings per share. Adjusted EBITDA and Adjusted EBITDA Margin -represent net income and net income as a percentage of net sales, respectively, (the most comparable GAAP measures) before interest expense, interest income, income taxes, depreciation, and amortization, as adjusted for net other income, income from discontinued operations, and special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We present

Adjusted EBITDA and Adjusted EBITDA Margin to give investors a perspective in assessing our operating performance, trends, and the comparability of our results between periods. Free Cash Flow (FCF) –is a useful measure of our ability to generate cash. The difference between net cash provided by continuing operating activities (the most comparable GAAP measure) and Free Cash Flow consists mainly of significant cash outflows and inflows that we believe are useful to identify. We believe Free Cash Flow provides useful information to investors as it provides insight into the primary cash flow metric used by management to monitor and evaluate cash flows generated from our operations. Free Cash Flow is defined as net cash provided by continuing operating activities excluding voluntary pension contributions and the cash impact of special items, if any, minus net capital expenditures. Voluntary pension contributions are excluded from the GAAP measure because this activity is driven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters and cash (collected) paid 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 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 thecalculation of Free Cash Flow.

21 Segment Summary for the Quarter Ended December 30, 2016 Operating Adjusted Operating Y/Y Y/Y Organic Margin for the Margin for the December 25, December 30, Sales Sales Quarter Ended Quarter Ended Segment 2015 2016 Growth Growth (1) December 30, 2016 December 30, 2016 (1) Transportation Solutions 1,507 $ 1,675 $ 11.1 % 11.4 % 20.5 % 22.0 % Industrial Solutions 709 795 12.1 (0.2) 8.4 11.3 Communications Solutions 617 593 (3.9) 2.5 12.8 13.2 Total 2,833 $ 3,063 $ 8.1 % 6.6 % 15.9 % 17.5 % (1) See description and reconciliation of non-GAAP measures contained in this Appendix. For the Quarters Ended Net Sales ($ in millions)

Reconciliation of Net Sales Growth– Q1 17 vs. Q1 16 22 Acquisitions Translation (1) (Divestiture) Transportation Solutions (3) : Automotive 134 $ 11.7 % (11) $ - $ 145 $ 12.7 % 76 % Commercial Transportation 28 15.1 (1) - 29 15.7 13 Sensors 6 3.3 (3) 11 (2) (1.1) 11 Total 168 11.1 (15) 11 172 11.4 100 % Industrial Solutions (3) : Aerospace, Defense, Oil, and Gas: Aerospace and Defense 8 3.7 (1) - 9 4.1 29 % Oil and Gas (8) (23.5) (1) - (7) (20.6) 3 Aerospace, Defense, Oil, and Gas Total - - (2) - 2 0.8 32 Industrial Equipment 94 32.5 (2) 94 2 0.7 48 Energy (8) (4.8) (3) - (5) (3.0) 20 Total 86 12.1 (7) 94 (1) (0.2) 100 % Communications Solutions (3) : Data and Devices (33) (12.5) (1) (36) 4 1.7 39 Subsea Communications (8) (3.6) - - (8) (3.6) 36 Appliances 17 13.0 (2) - 19 14.4 25 Total (24) (3.9) (3) (36) 15 2.5 100 % Total 230 $ 8.1 % (25) $ 69 $ 186 $ 6.6 % Percentage of Segment's Total (1) 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. Quarter Ended versus Net Sales for the Quarter Ended December 25, 2015 Net Sales for the (2) Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes in foreign currency exchange rates. Organic net sales growth is a non-GAAP measure. See description of non-GAAP measures contained in this Appendix. Total Organic (2) December 30, 2016 ($ in millions) Change in Net Sales for the Quarter Ended December 30, 2016

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended December 30, 2016 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 343 $ 1 $ 24 $ - $ 368 $ Industrial Solutions 67 2 21 - 90 Communications Solutions 76 - 2 - 78 Total 486 $ 3 $ 47 $ - $ 536 $ Operating Margin 15.9% 17.5% Income Tax Expense (54) $ (1) $ (13) $ (30) $ (98) $ Effective Tax Rate 11.7% 19.2% Income from Continuing Operations 406 $ 2 $ 34 $ (30) $ 412 $ Diluted Earnings per Share from Continuing Operations 1.13 $ 0.01 $ 0.09 $ (0.08) $ 1.15 $ (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (3) See description of non-GAAP measures contained in this Appendix. Adjustments ($ in millions, except per share data) (2) Income tax benefits associated with the tax impacts of certain intercompany restructurings and the corresponding reduction in the valuation allowance for U.S. tax loss carryforwards.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended September 30, 2016 24 Restructuring Acquisition and Other Related Charges Adjusted U.S. GAAP Charges (1)(2) (Credits), Net (2) (Non-GAAP) (3) 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) Includes $3 million of acquisition and integration costs and $1 million of non-cash amortization associated with fair value adjustments related to acquired customer order backlog recorded in cost of sales. (2) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (3) See description of non-GAAP measures contained in this Appendix. Adjustments ($ in millions, except per share data)

Impact of Additional Week for Q4 2016 25 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 Aerospace, Defense, Oil, and Gas: Aerospace and Defense 269 (18) 251 236 14.0 (7.6) 6.4 13.3 (7.5) 5.8 Oil and Gas 30 (2) 28 40 (25.0) (5.0) (30.0) (23.0) (3.6) (26.6) Aerospace, Defense, Oil, and Gas Total 299 (20) 279 276 8.3 (7.2) 1.1 8.0 (7.1) 0.9 Industrial Equipment 427 (32) 395 343 24.5 (9.3) 15.2 0.7 (7.8) (7.1) 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 (3) 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 $ (3) Includes $3 million of acquisition and integration costs and $1 million of non-cash amortization associated with fair value adjustments related to acquired customer order backlog recorded in cost of sales. Change in Net Sales for the Quarter Ended September 30, 2016 versus Net Sales for the Quarter Ended September 25, 2015 Change inOrganic Net Sales for the Quarter Ended September 30, 2016 versus Organic Net Sales for the Quarter Ended September 25, 2015 For the Quarter Ended September 30, 2016 For the Quarter Ended September 25, 2015 ($ in millions) Adjustments ($ in millions, except per share data) (1) Excludes the impact of an additional week in the fourth quarter of fiscal 2016. The impact of the additional week was estimated using an average weekly sales figure for the last month of the fiscal year. (2) See description of non-GAAP measures contained in this Appendix.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended June 24, 2016 26 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 $ ($ in millions, except per share data) Adjustments (4) See description of non-GAAP measures contained in this Appendix. (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. (1) Includes $11 million of acquisition and integration costs and $7 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales. (2) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended December 25, 2015 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 261 $ 3 $ 16 $ - $ 280 $ Industrial Solutions 66 3 9 - 78 Communications Solutions 71 - 15 - 86 Total 398 $ 6 $ 40 $ - $ 444 $ Operating Margin 14.0% 15.7% Other Income, Net 8 $ - $ - $ - $ 8 $ Income Tax Expense (58) $ (2) $ (12) $ (28) $ (100) $ Effective Tax Rate 15.2% 23.4% Income from Continuing Operations 324 $ 4 $ 28 $ (28) $ 328 $ Diluted Earnings per Share from Continuing Operations 0.83 $ 0.01 $ 0.07 $ (0.07) $ 0.84 $ Adjustments ($ in millions, except per share data) (3) See description of non-GAAP measures contained in this Appendix. (2) Income tax benefits related to deferred tax assets recognized in connection with the anticipated sale of the Circuit Protection Devices business. (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 30, 2016 28 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 $ ($ in millions, except per share data) (1) Includes $22 million of acquisition and integration costs and $10 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales. (2) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (3) Includes $1,135 million of income tax benefits associated with the settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in the valuation allowance for certain U.S. deferred tax assets; and an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions, as well as the related impact of $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (4) See description of non-GAAP measures contained in this Appendix. Adjustments

Impact of Additional Week for Fiscal 2016 29 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 Aerospace, Defense, Oil, and Gas: Aerospace and Defense 975 (18) 957 951 2.5 (1.9) 0.6 3.0 (1.9) 1.1 Oil and Gas 125 (2) 123 200 (37.5) (1.0) (38.5) (36.0) (0.7) (36.7) Aerospace, Defense, Oil, and Gas Total 1,100 (20) 1,080 1,151 (4.4) (1.8) (6.2) (3.8) (1.7) (5.5) Industrial Equipment 1,419 (32) 1,387 1,323 7.3 (2.5) 4.8 (5.2) (2.1) (7.3) 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 otherexpense 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 $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (2) See description of non-GAAP measures contained in this Appendix. Change in Net Sales for Fiscal 2016 versus Net Sales for Fiscal 2015 Change in Organic Net Sales for Fiscal 2016 versus Organic Net Sales for Fiscal 2015 (2) Fiscal 2016 Fiscal 2015 ($ 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. (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.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 25, 2016 30 Restructuring Acquisition and Other Related Charges Tax Adjusted U.S. GAAP Charges (1) (Credits), Net (1)(2) Items (Non-GAAP) (3) Operating Income: Transportation Solutions 289 $ 1 $ 15 $ - $ 305 $ Industrial Solutions 63 3 18 - 84 Communications Solutions 183 - (132) - 51 Total 535 $ 4 $ (99) $ - $ 440 $ Operating Margin 18.1% 14.9% Other Income, Net 12 $ - $ - $ - $ 12 $ Income Tax Expense (130) $ (1) $ 35 $ 3 $ (93) $ Effective Tax Rate 25.0% 21.9% Income from Continuing Operations 389 $ 3 $ (64) $ 3 $ 331 $ Diluted Earnings per Share from Continuing Operations 1.06 $ 0.01 $ (0.17) $ 0.01 $ 0.90 $ (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) Includes the gain on the divestiture of our Circuit Protection Devices business. (3) See description of non-GAAP measures contained in this Appendix. Adjustments ($ in millions, except per share data)

Reconciliation of Gross Margin & Gross Margin Percentage 31 December 25, December 30, 2015 2016 Net Sales 2,833 $ 3,063 $ Cost of Sales 1,888 1,998 Gross Margin 945 1,065 Gross Margin Percentage 33.4% 34.8% Acquisition Related Charges 1 1 Adjusted Gross Margin (1) 946 $ 1,066 $ Adjusted Gross Margin Percentage (1) 33.4% 34.8% (1) See description of non-GAAP measures contained in this Appendix. ($ in millions) For the Quarters Ended

Reconciliation of Free Cash Flow 32 December 25, December 30, 2015 2016 Net cash provided by operating activities: Net cash provided by continuing operating activities 391 $ 404 $ Net cash used in discontinued operating activities (1) - 390 404 Net cash used in investing activities (121) (154) Net cash used in financing activities (1,370) (209) Effect of currency translation on cash (5) (23) Net increase (decrease) in cash and cash equivalents (1,106) $ 18 $ Net cash provided by continuing operating activities 391 $ 404 $ Excluding: Payments related to pre-separation U.S. tax matters, net 1 - Payments related to income taxes on the sale of the Broadband Network Solutions business 7 - Cash collected pursuant to collateral requirements related to cross currency swaps (24) (60) Capital expenditures, net (138) (126) Free cash flow (1) 237 $ 218 $ For the Quarters Ended (in millions) (1) Free cash flow is a non-GAAP measure. See description of non-GAAP measures contained in this Appendix.

Reconciliation of Adjusted EBITDA Margin 33 December 25, December 30, December 28, 2015 2016 2012 Net Income 353 $ 409 $ 277 $ (Income) from discontinued operations (29) (3) (18) Income tax expense (benefit) 58 54 (255) Other (income) expense, net (8) - 226 Interest expense 30 31 36 Interest (income) (6) (5) (4) Operating Income 398 486 262 Acquisition related charges 6 3 5 Restructuring and other charges, net 40 47 70 Adjusted Operating Income (1) 444 536 337 Depreciation and amortization (2) 145 159 140 Adjusted EBITDA (1) 589 $ 695 $ 477 $ Net Sales 2,833 $ 3,063 $ 2,707 $ Net income as a percentage of net sales 12.5% 13.4% 10.2% Adjusted EBITDA margin (1) 20.8% 22.7% 17.6% Transportation Industrial Communications Transportation Industrial Communications Solutions Solutions Solutions Total Solutions Solutions Solutions Total Operating Income 261 $ 66 $ 71 $ 398 $ 343 $ 67 $ 76 $ 486 $ Acquisition related charges 3 3 - 6 1 2 - 3 Restructuring and other charges, net 16 9 15 40 24 21 2 47 Adjusted Operating Income (1) 280 78 86 444 368 90 78 536 Depreciation and amortization 82 30 33 145 (2) 89 40 30 159 (2) Adjusted EBITDA (1) 362 $ 108 $ 119 $ 589 $ 457 $ 130 $ 108 $ 695 $ Net Sales $ 1,507 $ 709 $ 617 $ 2,833 $ 1,675 $ 795 $ 593 $ 3,063 Operating margin 17.3% 9.3% 11.5% 14.0% 20.5% 8.4% 12.8% 15.9% Adjusted operating margin (1) 18.6% 11.0% 13.9% 15.7% 22.0% 11.3% 13.2% 17.5% Adjusted EBITDA margin (1) 24.0% 15.2% 19.3% 20.8% 27.3% 16.4% 18.2% 22.7% December 25, 2015 December 30, 2016 (1) See description of non-GAAP measures contained in this Appendix. (2) Excludes $1 million of non-cash amortization associated with fair value adjustments related to acquired customer order backlog for the quarters ended December 25, 2015 and December 30, 2016, as these charges are included in the acquisition related charges line. For the Quarters Ended For the Quarters Ended ($ in millions)

Reconciliation of Forward-Looking Non-GAAP Financial Measures to Forward-Looking GAAP Financial Measures 34 Outlook for Outlook for Outlook for the Six Months the Six Months Quarter Ending Ending Ending March 31, March 31, September 29, 2017 (1) 2017 (1) 2017 (1) Diluted earnings per share from continuing operations (GAAP) $0.97 - $1.01 $2.10 - $2.14 $1.94 - $2.10 Restructuring and other charges, net 0.07 0.16 0.14 Acquisition related charges 0.01 0.02 0.02 Tax items - (0.08) - Adjusted diluted earnings per share from continuing operations (non-GAAP) (2) $1.05 - $1.09 $2.20 - $2.24 $2.10 - $2.26 Net sales growth (GAAP) 2 - 6% Translation 2 (Acquisitions) divestitures, net (2) Organic net sales growth (non-GAAP) (2) 2 - 6% Outlook for Fiscal 2017 (1) Diluted earnings per share from continuing operations (GAAP) $4.04 - $4.24 Restructuring and other charges, net 0.30 Acquisition related charges 0.04 Tax items (0.08) Adjusted diluted earnings per share from continuing operations (non-GAAP) (2) $4.30 - $4.50 Net sales growth (GAAP) 0 - 3% Impact of additional week in fiscal 2016 2 Net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (2) 2 - 5% Translation 3 (Acquisitions) divestitures, net (2) Organic net sales growth excluding the impact of the additional week in fiscal 2016 (non-GAAP) (2) 3 - 6% (1) Outlook is as of January 25, 2017. (2) See description of non-GAAP measures contained in this Appendix.

securities and exchange...

Documents