SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0001385157/d9d11439-d0... · 2018-04-25 · SECURITIES AND EXCHANGE COMMISSION ... Date of Report (Date of earliest

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): April 25, 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 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)) 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 ofthe 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition

On April 25, 2018 , TE Connectivity Ltd. (the “Company”) issued a press release reporting the Company’s second quarter results for fiscal 2018. 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 April 25, 2018 (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 April 25, 2018 99.2

Presentation - TE Connectivity Q2 2018 Earnings Call (April 25, 2018) 2

SIGNATURES

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

duly authorized. TE CONNECTIVITY LTD.(Registrant)

By: /s/ Heath A. Mitts

Heath A. Mitts

Executive Vice President and Chief Financial Officer Date: April 25, 2018

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Exhibit 99.1

TE Connectivity Announces Results for Second Quarter of Fiscal Year 2018

Company reports double-digit growth in quarterly sales and earnings year-over-year, with organic sales growth of 7 percent; raises guidance for the full year

SCHAFFHAUSEN, Switzerland — April 25, 2018 — TE Connectivity Ltd. (NYSE: TEL) today reported results for the fiscal second quarter, which endedMarch 30, 2018. Second Quarter Highlights

· Net sales were $3.7 billion, up 16 percent, as reported, and 7 percent, organically, over the second quarter of 2017· Diluted earnings per share (EPS) from continuing operations were $1.39, up 23 percent from the second quarter of 2017, and adjusted EPS were $1.42,

growth of 19 percent over the same period in 2017· Cash flow from continuing operating activities was $377 million and free cash flow was $234 million, with $309 million returned to shareholders· Orders, excluding the company’s SubCom business, were $3.7 billion in the quarter, up 6 percent organically from the second quarter of 2017

Second Quarter Results For the second quarter, the company reported net sales of $3.7 billion, with diluted EPS from continuing operations of $1.39, and adjusted EPS of $1.42. Cash flowfrom continuing operating activities was $377 million and free cash flow was $234 million. Excluding SubCom, total orders were $3.7 billion, up 6 percentorganically over the second quarter of 2017, and the book-to-bill ratio was 1.03. “Our strong second quarter results and growth across all segments were driven by our industrial technology leadership and positive secular trends in our markets.We continue to capitalize on our leading market positions, global teams co-creating with our customers, and successful execution of our business model,” said TEConnectivity Chief Executive Officer Terrence Curtin. “TE’s strategic focus aligns with long-term global growth trends in the areas of electric and autonomousvehicles, industrial automation, sensor proliferation, advanced medical devices and cloud computing and continues to enable us to create a safer, sustainable,productive and connected future.”

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2018 Outlook For the fiscal third quarter of 2018, the company expects net sales of $3.65 billion to $3.7 billion, reflecting an increase of 9 percent on an actual basis and 5percent on an organic basis year-over-year at the mid-point. Diluted EPS from continuing operations are expected to be $1.13 to $1.15, including net restructuringand acquisition-related charges of $0.22. The company expects adjusted EPS of $1.35 to $1.37 which represents a 10 percent improvement at the mid-point versusthe third quarter of 2017. For the full year, the company expects net sales of $14.5 to $14.7 billion, reflecting 11 percent actual and 6 percent organic growth at the mid-point versus the prioryear. Diluted EPS from continuing operations are expected to be $3.70 to $3.76, including net restructuring, acquisition-related and other charges of $0.40, and atax-related charge of $1.42. The company expects adjusted EPS of $5.52 to $5.58, reflecting 15 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 theattached 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) 230-1092, and for international callers, the dial-in number is (612) 288-0329.· An audio replay of the conference call will be available beginning at 10:30 a.m. ET on April 25, 2018, and ending at 11:59 p.m. ET on May 2, 2018. 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 446408.

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. Formore than 75 years, our connectivity and sensor solutions, proven in the harshest environments, have enabled advancements in transportation, industrialapplications,

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medical technology, energy, data communications, and the home. With 78,000 employees, including more than 7,000 engineers, working alongside customers innearly 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 toresults in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP financial measures provide supplemental informationand should not be considered replacements for results in accordance with GAAP. Management uses non-GAAP financial measures internally for planning andforecasting purposes and in its decision-making processes related to the operations of our company. We believe these measures provide meaningful information tous and investors because they enhance the understanding of our operating performance, ability to generate cash, and the trends of our business. Additionally, webelieve that investors benefit from having access to the same financial measures that management uses in evaluating our operations. The primary limitation of thesemeasures is that they exclude the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed byusing 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 measuresreported 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 currencyexchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic Net Sales Growth is a useful measure ofour performance because it excludes items that are not completely under management’s control, such as the impact of changes in foreign currencyexchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity. This measure is asignificant component in our incentive compensation plans.

· Adjusted Operating Income and Adjusted Operating Margin — represent operating income and operating margin, respectively, (the most comparableGAAP 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 planexecution 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 itemsincluding 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 mostcomparable GAAP financial measures) after adjusting for the tax effect of special items including restructuring and other charges, acquisition relatedcharges, other income or charges, and certain significant tax items, if any.

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· 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 returnsand 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) beforespecial items including restructuring and other charges, acquisition related charges, tax sharing income related to adjustments to prior period tax returnsand other tax items, other income or charges, and certain significant tax items, if any, and, if applicable, the related tax effects. This measure is asignificant 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 toidentify. We believe Free Cash Flow provides useful information to investors as it provides insight into the primary cash flow metric used by managementto 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 specialitems, if any, minus net capital expenditures. Voluntary pension contributions are excluded from the GAAP financial measure because this activity isdriven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax mattersand cash paid (collected) pursuant to collateral requirements related to cross currency swaps, are also excluded by management in evaluating Free CashFlow. Net capital expenditures consist of capital expenditures less proceeds from the sale of property, plant, and equipment. These items are subtractedbecause 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 todirect and may imply that there is less or more cash available for our programs than the most comparable GAAP financial measure indicates. It should notbe inferred 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.

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

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release include statements addressing our future financial condition and operating results. Examples of factors that could cause actual results to differ materiallyfrom those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as conditions affectingdemand for products, particularly in the automotive and data and devices industries; competition and pricing pressure; fluctuations in foreign currency exchangerates 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 taxlaws, 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 forthin 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 Reportson 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 ShahTE Connectivity TE Connectivity610-893-9553 [email protected] [email protected]

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TE CONNECTIVITY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For the Quarters Ended

For the Six Months Ended

March 30,

March 31,

March 30,

March 31,

2018

2017

2018

2017

(in millions, except per share data)

Net sales

$ 3,745

$ 3,227

$ 7,225

$ 6,290

Cost of sales

2,502

2,117

4,805

4,113

Gross margin

1,243

1,110

2,420

2,177

Selling, general, and administrative expenses

428

407

811

774

Research, development, and engineering expenses

182

161

358

317

Acquisition and integration costs

3

2

5

4

Restructuring and other charges, net

6

59

41

106

Operating income

624

481

1,205

976

Interest income

4

6

8

11

Interest expense

(29) (32) (55) (63)Other income (expense), net

1

(10) 3

(19)Income from continuing operations before income taxes

600

445

1,161

905

Income tax expense

(108) (39) (708) (93)Income from continuing operations

492

406

453

812

Income (loss) from discontinued operations, net of income taxes

(2) (1) (3) 2

Net income

$ 490

$ 405

$ 450

$ 814

Basic earnings per share:

Income from continuing operations

$ 1.40

$ 1.14

$ 1.29

$ 2.28

Income (loss) from discontinued operations

(0.01) —

(0.01) 0.01

Net income

1.40

1.14

1.28

2.29

Diluted earnings per share:

Income from continuing operations

$ 1.39

$ 1.13

$ 1.28

$ 2.26

Income (loss) from discontinued operations

(0.01) —

(0.01) 0.01

Net income

1.38

1.13

1.27

2.27

Dividends paid per common share

$ 0.40

$ 0.37

$ 0.80

$ 0.74

Weighted-average number of shares outstanding:

Basic

351

356

351

356

Diluted

354

359

355

359

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CONSOLIDATED BALANCE SHEETS (UNAUDITED)

March 30,

September 29,

2018

2017

(in millions, except share data)

Assets

Current assets:

Cash and cash equivalents

$ 559

$ 1,218

Accounts receivable, net of allowance for doubtful accounts of $22 and $21, respectively

2,643

2,290

Inventories

2,045

1,813

Prepaid expenses and other current assets

713

605

Total current assets

5,960

5,926

Property, plant, and equipment, net

3,676

3,400

Goodwill

5,730

5,651

Intangible assets, net

1,786

1,841

Deferred income taxes

1,631

2,141

Other assets

464

444

Total Assets

$ 19,247

$ 19,403

Liabilities and Shareholders’ Equity

Current liabilities:

Short-term debt

$ 675

$ 710

Accounts payable

1,613

1,436

Accrued and other current liabilities

1,729

1,626

Deferred revenue

147

75

Total current liabilities

4,164

3,847

Long-term debt

3,335

3,634

Long-term pension and postretirement liabilities

1,149

1,160


238

236

Income taxes

302

293

Other liabilities

579

482

Total Liabilities

9,767

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

9,957

10,175

Treasury shares, at cost, 6,444,345 and 5,356,369 shares, respectively

(585) (421)Accumulated other comprehensive loss

(49) (160)Total Shareholders’ Equity

9,480

9,751

Total Liabilities and Shareholders’ Equity

$ 19,247

$ 19,403

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



March 30,

March 31,

March 30,

March 31,

2018

2017

2018

2017

(in millions)

Cash Flows From Operating Activities:

Net income

$ 490

$ 405

$ 450

$ 814

(Income) loss from discontinued operations, net of income taxes

2

1

3

(2)Income from continuing operations

492

406

453

812

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

Depreciation and amortization

173

152

341

312


(12) (49) 499

(118)Provision for losses on accounts receivable and inventories

8

5

23

9

Share-based compensation expense

23

23

52

47

Other

(11) 8

(17) 12

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

Accounts receivable, net

(248) (185) (337) (215)Inventories

(59) (10) (244) (69)Prepaid expenses and other current assets

(64) 1

(107) 32

Accounts payable

38

84

187

148

Accrued and other current liabilities

26

83

(224) 13

Deferred revenue

20

(24) 72

(83)Income taxes

(5) 5

2

33

Other

(4) 22

27

(8)Net cash provided by operating activities

377

521

727

925

Cash Flows From Investing Activities:

Capital expenditures

(206) (159) (447) (289)Proceeds from sale of property, plant, and equipment

7

4

7

8

Other

(2) 12

(2) (16)Net cash used in investing activities

(201) (143) (442) (297)Cash Flows From Financing Activities:

Net increase (decrease) in commercial paper

(16) (172) 225

(162)Proceeds from the issuance of debt

—

89

119

89

Repayment of debt

—

—

(708) —

Proceeds from exercise of share options

40

39

94

64

Repurchase of common shares

(214) (105) (381) (198)Payment of common share dividends to shareholders

(140) (131) (281) (263)Other

—

(3) (32) (22)Net cash used in financing activities

(330) (283) (964) (492)Effect of currency translation on cash

9

13

20

(10)Net increase (decrease) in cash and cash equivalents

(145) 108

(659) 126

Cash and cash equivalents at beginning of period

704

665

1,218

647

Cash and cash equivalents at end of period

$ 559

$ 773

$ 559

$ 773

Supplemental Cash Flow Information:

Interest paid

$ 38

$ 26

$ 79

$ 66

Income taxes paid, net of refunds

126

81

208

177

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RECONCILIATION OF FREE CASH FLOW (UNAUDITED)



March 30,

March 31,

March 30,

March 31,

2018

2017

2018

2017

(in millions)

Net cash provided by continuing operating activities

$ 377

$ 521

$ 727

$ 925

Excluding:

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

(5) —

(5) —

Cash paid (collected) pursuant to collateral requirements related to crosscurrency swaps

61

21

79

(39)Capital expenditures, net

(199) (155) (440) (281)Free cash flow (1)

$ 234

$ 387

$ 361

$ 605

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

9


CONSOLIDATED SEGMENT DATA (UNAUDITED)



March 30,

March 31,

March 30,

March 31,

2018

2017

2018

2017

($ in millions)

Net Sales

Net Sales

Net Sales

Net Sales

Transportation Solutions

$ 2,134

$ 1,755

$ 4,166

$ 3,430

Industrial Solutions

972

853

1,854

1,648

Communications Solutions

639

619

1,205

1,212

Total

$ 3,745

$ 3,227

$ 7,225

$ 6,290

Operating

Operating

Operating

Operating

Operating

Operating

Operating

Operating

Income

Margin

Income

Margin

Income

Margin

Income

Margin


$ 428

20.1% $ 305

17.4% $ 848

20.4% $ 653

19.0%Industrial Solutions

126

13.0

88

10.3

228

12.3

158

9.6


70

11.0

88

14.2

129

10.7

165

13.6

Total

$ 624

16.7% $ 481

14.9% $ 1,205

16.7% $ 976

15.5%

Adjusted

Adjusted

Adjusted

Adjusted

Adjusted

Adjusted

Adjusted

Adjusted

Operating

Operating

Operating

Operating

Operating

Operating

Operating

Operating

Income (1)

Margin (1)

Income (1)

Margin (1)

Income (1)

Margin (1)

Income (1)

Margin (1)


$ 428

20.1% $ 338

19.3% $ 857

20.6% $ 711

20.7%Industrial Solutions

135

13.9

110

12.9

262

14.1

203

12.3


72

11.3

95

15.3

139

11.5

174

14.4

Total

$ 635

17.0% $ 543

16.8% $ 1,258

17.4% $ 1,088

17.3%

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

10


RECONCILIATION OF NET SALES GROWTH (UNAUDITED)

Change in Net Sales for the Quarter Ended March 30, 2018

versus Net Sales for the Quarter Ended March 31, 2017

Net

Organic Net

Sales Growth

Sales Growth (1)

Translation (2)

Acquisitions

($ in millions)

Transportation Solutions (3):

Automotive

$ 262

20.0% $ 91

7.0% $ 118

$ 53

Commercial transportation

85

34.3

61

24.4

24

—

Sensors

32

16.2

15

7.6

17

—

Total

379

21.6

167

9.5

159

53

Industrial Solutions (3):

Industrial equipment

78

18.7

38

9.1

31

9

Aerospace, defense, oil, and gas

30

11.2

14

5.1

16

—

Energy

11

6.6

(2) (1.2) 13

—

Total

119

14.0

50

5.9

60

9

Communications Solutions (3):

Data and devices

25

10.7

17

7.4

8

—

Subsea communications

(38) (17.2) (38) (17.2) —

—

Appliances

33

20.0

25

14.4

8

—

Total

20

3.2

4

0.6

16

—

Total

$ 518

16.1% $ 221

6.9% $ 235

$ 62

Change in Net Sales for the Six Months Ended March 30, 2018

versus Net Sales for the Six Months Ended March 31, 2017

Net

Organic Net

Sales Growth

Sales Growth (1)

Translation (2)

Acquisitions

($ in millions)

Transportation Solutions (3):

Automotive

$ 504

19.5% $ 222

8.6% $ 175

$ 107

Commercial transportation

172

37.3

133

28.9

39

—

Sensors

60

15.6

35

9.0

25

—

Total

736

21.5

390

11.4

239

107

Industrial Solutions (3):

Industrial equipment

166

20.7

105

12.8

44

17

Aerospace, defense, oil, and gas

32

6.2

8

1.6

24

—

Energy

8

2.4

(12) (3.6) 20

—

Total

206

12.5

101

6.1

88

17

Communications Solutions (3):

Data and devices

33

7.1

22

4.7

11

—

Subsea communications

(109) (25.1) (109) (25.1) —

—

Appliances

69

22.0

57

17.9

12

—

Total

(7) (0.6) (30) (2.5) 23

—

Total

$ 935

14.9% $ 461

7.4% $ 350

$ 124

(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 deemsnecessary.

11


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Quarter Ended March 30, 2018

(UNAUDITED)

Adjustments

Acquisition

Restructuring

Related

and Other

Adjusted

U.S. GAAP

Charges (1)

Charges, Net (1)

(Non-GAAP) (2)

($ in millions, except per share data)

Operating Income:


$ 428

$ 2

$ (2) $ 428


126

3

6

135


70

—

2

72

Total

$ 624

$ 5

$ 6

$ 635

Operating Margin

16.7%

17.0% Other Income, Net

$ 1

$ —

$ —

$ 1

Income Tax Expense

$ (108) $ —

$ —

$ (108) Effective Tax Rate

18.0%

17.7% Income from Continuing Operations

$ 492

$ 5

$ 6

$ 503

Diluted Earnings per Share from Continuing Operations

$ 1.39

$ 0.01

$ 0.02

$ 1.42

(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) See description of non-GAAP financial measures.

12


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


Operating Income:


$ 305

$ —

$ 33

$ —

$ 338


88

3

19

—

110


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%


$ 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 foreach such jurisdiction.(2) Income tax benefits associated with the tax impacts of certain intercompany transactions.(3) See description of non-GAAP financial measures.

13


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Six Months Ended March 30, 2018

(UNAUDITED)

Adjustments

Acquisition

Restructuring

Related

and Other

Tax

Adjusted

U.S. GAAP

Charges (1)

Charges, Net (1)

Items (2)

(Non-GAAP) (3)


Operating Income:


$ 848

$ 7

$ 2

$ —

$ 857


228

5

29

—

262


129

—

10

—

139

Total

$ 1,205

$ 12

$ 41

$ —

$ 1,258

Operating Margin

16.7%

17.4% Other Income, Net

$ 3

$ —

$ —

$ (1) $ 2

Income Tax Expense

$ (708) $ (2) $ (8) $ 506

$ (212) Effective Tax Rate

61.0%


$ 453

$ 10

$ 33

$ 505

$ 1,001

Diluted Earnings per Share from

Continuing Operations

$ 1.28

$ 0.03

$ 0.09

$ 1.42

$ 2.82

(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 $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 certainlegal entity restructurings.(3) See description of non-GAAP financial measures.

14


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Six Months Ended March 31, 2017

(UNAUDITED)

Adjustments

Acquisition

Restructuring

Related

and Other

Tax

Adjusted

U.S. GAAP

Charges (1)

Charges, Net (1)

Items (2)

(Non-GAAP) (3)


Operating Income:


$ 653

$ 1

$ 57

$ —

$ 711


158

5

40

—

203


165

—

9

—

174

Total

$ 976

$ 6

$ 106

$ —

$ 1,088

Operating Margin

15.5%


$ (19) $ —

$ —

$ —


$ (93) $ (1) $ (30) $ (52) $ (176) Effective Tax Rate

10.3%


$ 812

$ 5

$ 76

$ (52) $ 841

Diluted Earnings per Share from Continuing

Operations

$ 2.26

$ 0.01

$ 0.21

$ (0.14) $ 2.34

(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect foreach such jurisdiction.(2) Income tax benefits associated with the tax impacts of certain intercompany transactions and the corresponding reduction in the valuation allowance for U.S.tax loss carryforwards.(3) See description of non-GAAP financial measures.

15


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURESFor the Quarter Ended June 30, 2017

(UNAUDITED)

Adjustments

Acquisition

Restructuring

Related

and Other

Tax

Adjusted

U.S. GAAP

Charges (1)

Charges, Net (1)

Items (2)

(Non-GAAP) (3)


Operating Income:


$ 333

$ 1

$ 3

$ —

$ 337


100

3

14

—

117


111

—

2

—

113

Total

$ 544

$ 4

$ 19

$ —

$ 567

Operating Margin

16.2%


$ (12) $ —

$ —

$ 7



14.1%


$ 432

$ 3

$ 16

$ (7) $ 444


Operations

$ 1.21

$ 0.01

$ 0.04

$ (0.02) $ 1.24

(1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect foreach such jurisdiction.(2) Income tax benefits associated with pre-separation tax matters and the related impact to other expense pursuant to the tax sharing agreement with TycoInternational and Covidien.(3) See description of non-GAAP financial measures.

16


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


Operating Income:


$ 1,307

$ 3

$ 67

$ —

$ 1,377


369

8

73

—

450


385

—

8

—

393

Total

$ 2,061

$ 11

$ 148

$ —

$ 2,220

Operating Margin

15.7%


$ (23) $ —

$ —

$ 7



13.2%


$ 1,673

$ 8

$ 108

$ (59) $ 1,730


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 foreach such jurisdiction.(2) Includes income tax benefits associated with the tax impacts of certain intercompany transactions and the corresponding reduction in the valuation allowancefor U.S. tax loss carryforwards. Also includes income tax benefits associated with pre-separation tax matters and the related impact to other expense pursuant tothe tax sharing agreement with Tyco International and Covidien.(3) See description of non-GAAP financial measures.

17


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

As of April 25, 2018(UNAUDITED)

Outlook for

Quarter Ending

June 29,

Outlook for

2018

Fiscal 2018

Diluted earnings per share from continuing operations (GAAP)

$1.13 - $1.15

$3.70 - $3.76

Restructuring and other charges, net

0.20

0.34

Acquisition related charges

0.02

0.06

Tax Items

—

1.42

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

$1.35 - $1.37

$5.52 - $5.58

Net sales growth (GAAP)

8 - 10%

10 - 12%

Translation

(3)

(4)

(Acquisitions) divestitures, net

(1)

(1)

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

4 - 6%

5 - 7%

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

18

Exhibit 99.2Q2 2018 Earnings April 25, 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 inour 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.

Q2 performance above guidance with double digit sales and adjusted EPS growth Y/Y Sales of $3.7B, up 16% Y/Y and up 7% organically Transportation grew 10% organically, well above market, with growth in all businesses and regions Industrial grew 6% organically driven by Industrial Equipment, Commercial Aerospace and Defense Communications grew 1% organically, with 10% combined organic growth in Data and Devices and Appliances offsetting SubCom declines Orders up 6% Y/Y organically, excluding SubCom, with a book to bill of 1.03; growth in all businesses Delivered Adjusted EPS growth of 19% Adjusted operating margins of 17.0%, with expansion in the Transportation and Industrial segments Adjusted EPS of $1.42, with the Y/Y increase driven by operational strength and the benefit of currency translation Free Cash Flow of $234M with $309M returned to shareholders Raising FY18 Sales and Adjusted EPS guidance Increasing reported growth to 11%, organic growth up from 5% to 6% Raising adjusted EPS from $5.45 to $5.55 at the mid-point, up 15% year-over-year Q2 Highlights 3 Organic Net Sales Growth, Adjusted Operating Margin, Adjusted EPS, and Free Cash Flow are non-GAAP financial measures; see Appendix for descriptions and reconciliations.

Reported FY17 FY18 FY18 Q2 Y/Y Growth Q2 Q1 Q2 Reported Organic Transportation 1,811 2,129 2,139 18% 7% Industrial 927 942 1,048 13% 5% Communications Ex SubCom* 446 454 492 10% 6% Total TE Ex SubCom* 3,184 3,525 3,679 16% 6% Book to Bill Ex SubCom* 1.06 1.06 1.03 Segment Orders Summary ($ in millions) 4 Transportation growth driven by Europe and the Americas; growth in all businesses Industrial growth in all regions with strength in AD&M and Industrial Equipment Communications growth driven by Data and Devices and Appliances SubCom cycle healthy with over $600M of orders for new projects YTD Continued order momentum with growth in all businesses *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 $1,571 20% 7% Commercial Transportation 333 34% 24% Sensors 230 16% 8% Transportation Solutions $2,134 22% 10% $ in Millions Sales Business Performance Reported Up 22% Organic Up 10% Y/Y Growth Rates Reported Organic Orders $2,139 18% 7% Adjusted Operating Margin Transportation Solutions 5 Adjusted EBITDA Margin 24.2% 24.9% Automotive sales significantly above auto production trends, driven by content expansion and growth across all regions, with particular strength in Europe, China and the Americas 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 descriptions and reconciliations. Margin expansion of 80 basis points Y/Y in line with expectations $1,755 $2,134 Q2 2017 Q2 2018 19.3% 20.1% Q2 2017 Q2 2018

Y/Y Growth Rates Reported Organic Industrial Equipment $496 19% 9% Aerospace, Defense and Marine 298 11% 5% Energy 178 7% (1)% Industrial Solutions $972 14% 6% $ in Millions Sales Industrial Equipment organic growth across all regions driven by factory automation applications AD&M organic growth driven by Commercial Air and Defense Energy performance driven by weakness in Europe partially offset by strength in the Americas Business Performance Reported Up 14% Organic Up 6% Adjusted Operating Margin Industrial Solutions 6 Y/Y Growth Rates Reported Organic Orders $1,048 13% 5% Margin expansion of 100 basis points, driven by operating leverage Adjusted EBITDA Margin 17.1% 18.3% Organic Net Sales Growth, Adjusted Operating Margin and Adjusted EBITDA are non-GAAP financial measures: see Appendix for descriptions and reconciliations. $853 $972 Q2 2017 Q2 2018 12.9% 13.9% Q2 2017 Q2 2018

Y/Y Growth Rates Reported Organic Data & Devices $258 11% 7% Appliances 198 20% 14% SubCom 183 (17)% (17)% Communications Solutions $639 3% 1% $ in Millions Sales Data & Devices organic growth across all regions driven by high speed connectivity in the data center Appliances driven by double-digit growth in all regions and continued share gains SubCom performance continued to be impacted by program ramp-up delay Continued order momentum with backlog >$1B Business Performance Reported Up 3% Organic Up 1% Y/Y Growth Rates Reported Organic Orders ex SubCom $492 10% 6% Adjusted Operating Margin Margin expansion in Appliances and D&D more than offset by SubCom decline 7 Communications Solutions Adjusted EBITDA Margin 20.0% 15.0% Organic Net Sales Growth, Adjusted Operating Margin and Adjusted EBITDA are non-GAAP financial measures: see Appendix for descriptions and reconciliations. 15.3% 11.3% Q2 2017 Q2 2018 $619 $639 Q2 2017 Q2 2018

Adjusted Operating Income, Adjusted Operating Margin and Adjusted EPS are non-GAAP financial measures; see Appendix for descriptions and reconciliations. *Represents Diluted Earnings Per Share from Continuing Operations ($ in Millions, except per share amounts) Q2 FY17 Q2 FY18 Net Sales $ 3,227 $ 3,745 Operating Income $ 481 $ 624 Operating Margin 14.9% 16.7% Acquisition Related Charges 3 5 Restructuring & Other Charges, net 59 6 Adjusted Operating Income $ 543 $ 635 Adjusted Operating Margin 16.8% 17.0% Earnings Per Share* $ 1.13 $ 1.39 Acquisition Related Charges 0.01 0.01 Restructuring & Other Charges, net 0.12 0.02 Tax Items (0.06) - Adjusted EPS $ 1.19 $ 1.42 Q2 Financial Summary 8

$ in Millions Adjusted Gross Margin Percentage Adjusted Operating Margin Free Cash Flow Adjusted Gross Margin Percentage, Free Cash Flow, Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP financial measures; see Appendix for descriptions and reconciliations. Operating Metrics 9 Adjusted EBITDA Margin $387 $234 Q2 2017 Q2 2018 34.4% 33.2% Q2 2017 Q2 2018 16.8% 17.0% Q2 2017 Q2 2018 21.5% 21.5% Q2 2017 Q2 2018

Guidance* Organic growth of 5% with 10% adjusted EPS growth Transportation Solutions Industrial Solutions Communications Solutions TE Connectivity Highlights Sales $3.65B to $3.7B Adjusted EPS $1.35 to $1.37 Sales up 9% Y/Y; Expect organic growth of 5% Y/Y Adjusted EPS up 10% Y/Y at the midpoint FX tailwind benefiting sales by ~$120M Y/Y and Adjusted EPS by $0.05 Y/Y Y/Y tax rate negatively impacts Adjusted EPS by $0.03 Up Mid Teens Up High Single Digits Organic Down Mid Single Digits Down Mid Single Digits Organic Up High Single Digits Up Mid Single Digits Organic Q3 Outlook 10 Transportation Solutions growth driven by high single digit organic growth in Automotive and continued strong momentum in Commercial Transportation and Sensors Industrial Solutions growth driven by strength in Industrial Equipment, Commercial Air and Defense Communications Solutions performance driven by above market growth in Data & Devices and Appliances offset by SubCom * 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 descriptions and reconciliations.

Fiscal Year Organic growth of 6% and adjusted EPS growth of 15% Sales of $14.5B to $14.7B Adjusted EPS of $5.52 to $5.58 Raising sales guidance to 11% Y/Y; Organic growth of 6% Y/Y Raising Adjusted EPS guidance to 15% Y/Y at midpoint FX tailwind benefiting sales by ~$500M Y/Y and Adjusted EPS by $0.20 Y/Y Y/Y tax rate negatively impacts Adjusted EPS by $0.08 Up High Teens Up High Single Digits Organic Down Low Single Digits Down Low Single Digits Organic Up High Single Digits Up Mid Single Digits Organic FY18 Outlook Guidance* Transportation Solutions Industrial Solutions TE Connectivity Highlights 11 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 Defense markets Communications organic decline driven by SubCom offset by above market growth in Appliances and Data & Devices * 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 descriptions and reconciliations.

Additional Information 12

Y/Y Q2 2018 13 Adjusted EPS is a non-GAAP financial measure; See Appendix for description and reconciliation. Sales (in millions) Adjusted EPS Q2 2017 Results $3,227 $1.19 Operational Performance 287 0.17 FX Impact 231 0.10 Tax Rate Impact - (0.04) Q2 2018 Results $3,745 $1.42

Y/Y Q3 2018 14 Sales (in millions) Adjusted EPS Q3 2017 Results $3,367 $1.24 Operational Performance 188 0.10 FX Impact 120 0.05 Tax Rate Impact - (0.03) Q3 2018 Guidance $3,675 $1.36 Guidance Range: Sales of $3.65B - $3.7B Adjusted EPS of $1.35 – $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 15 1H 2H FY18 Sales (in millions) Adjusted EPS Sales (in millions) Adjusted EPS Sales (in millions) Adjusted EPS 2017 Results $6,290 $2.34 $6,823 $2.49 $13,113 $4.83 Operational Performance 594 0.29 399 0.19 993 0.48 FX Impact 341 0.15 153 0.05 494 0.20 Share Repurchase / Interest - 0.05 - 0.07 - 0.12 Tax Rate Impact - (0.01) - (0.07) - (0.08) 2018 Guidance $7,225 $2.82 $7,375 $2.73 $14,600 $5.55 Guidance Range Sales of $14.5B - $14.7B Adjusted EPS of $5.52 - $5.58 Adjusted EPS is a non-GAAP financial measure; See Appendix for description and reconciliation.

($ in Millions) Q2 2017 Q2 2018 Beginning Cash Balance $665 $704 Free Cash Flow 387 234 Dividends (131) (140) Share repurchases (105) (214) Other (43) (25) Ending Cash Balance $773 $559 Total Debt $3,952 $4,010 ($ in Millions) Q2 2017 Q2 2018 Cash from Continuing Operations $521 $377 Capital expenditures, net Cash paid pursuant to collateral requirements related to cross currency swaps Pre-separation tax receipts, net (155) 21 - (199) 61 (5) Free Cash Flow $387 $234 A/R - $ $2,244 $2,643 Days Sales Outstanding* 63 64 Inventory (Excl. CIP) - $ $1,527 $1,914 Days on Hand* 65 69 Accounts Payable - $ $1,226 $1,613 Days Outstanding* 52 58 Free Cash Flow is a non-GAAP measure, see Appendix for description * Adjusted to exclude the impact of acquisitions Free Cash Flow and Working Capital Liquidity, Cash & Debt Q2 Balance Sheet & Cash Flow Summary 16

Appendix 17

18 Non-GAAP 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.

19 Adjusted EBITDA and Adjusted EBITDA Margin - represent net income and net income as a percentage of net sales, respectively, (the most comparable GAAP financial measures) before interest expense, interest income, income taxes, depreciation, and amortization, as adjusted for net other income, income from discontinued operations, and special items including restructuring and other charges, acquisition related charges, and other income or charges, if any. 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 futurediscretionary 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.)

20 Segment Summary Net Sales Net Sales Net Sales Net Sales Transportation Solutions 2,134 $ 1,755 $ 4,166 $ 3,430 $ Industrial Solutions 972 853 1,854 1,648 Communications Solutions 639 619 1,205 1,212 Total 3,745 $ 3,227 $ 7,225 $ 6,290 $ Operating Operating Operating Operating Operating Operating Operating Operating Income Margin Income Margin Income Margin Income Margin Transportation Solutions 428 $ 20.1% 305 $ 17.4% 848 $ 20.4% 653 $ 19.0% Industrial Solutions 126 13.0 88 10.3 228 12.3 158 9.6 Communications Solutions 70 11.0 88 14.2 129 10.7 165 13.6 Total 624 $ 16.7% 481 $ 14.9% 1,205 $ 16.7% 976 $ 15.5% Adjusted Adjusted Adjusted Adjusted Adjusted Adjusted Adjusted Adjusted Operating Operating Operating Operating Operating Operating Operating Operating Income (1) Margin (1) Income (1) Margin (1) Income (1) Margin (1) Income (1) Margin (1) Transportation Solutions 428 $ 20.1% 338 $ 19.3% 857 $ 20.6% 711 $ 20.7% Industrial Solutions 135 13.9 110 12.9 262 14.1 203 12.3 Communications Solutions 72 11.3 95 15.3 139 11.5 174 14.4 Total 635 $ 17.0% 543 $ 16.8% 1,258 $ 17.4% 1,088 $ 17.3% 2018 2017 (1) Adjusted operating income and adjusted operating margin are non-GAAP financial measures. See description of non-GAAP financial measures. 2018 2017 ($ in millions) For the Quarters Ended March 30, March 31, For the Six Months Ended March 30, March 31,

Reconciliation of Net Sales Growth – Q2 18 vs. Q2 17 21 Translation (2) Acquisitions Transportation Solutions (3) : Automotive 262 $ 20.0% 91 $ 7.0% 118 $ 53 $ Commercial transportation 85 34.3 61 24.4 24 - Sensors 32 16.2 15 7.6 17 - Total 379 21.6 167 9.5 159 53 Industrial Solutions (3) : Industrial equipment 78 18.7 38 9.1 31 9 Aerospace, defense, oil, and gas 30 11.2 14 5.1 16 - Energy 11 6.6 (2) (1.2) 13 - Total 119 14.0 50 5.9 60 9 Communications Solutions (3) : Data and devices 25 10.7 17 7.4 8 - Subsea communications (38) (17.2) (38) (17.2) - - Appliances 33 20.0 25 14.4 8 - Total 20 3.2 4 0.6 16 - Total 518 $ 16.1% 221 $ 6.9% 235 $ 62 $ Change in Net Sales for the Quarter Ended March 30, 2018 versus Net Sales for the Quarter Ended March 31, 2017 Net Organic Net (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)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 30, 2018 22 Acquisition Restructuring Related and Other Adjusted U.S. GAAP Charges (1) Charges, Net (1) (Non-GAAP) (2) Operating Income: Transportation Solutions 428 $ 2 $ (2) $ 428 $ Industrial Solutions 126 3 6 135 Communications Solutions 70 - 2 72 Total 624 $ 5 $ 6 $ 635 $ Operating Margin 16.7% 17.0% Other Income, Net 1 $ - $ - $ 1 $ Income Tax Expense (108) $ - $ - $ (108) $ Effective Tax Rate 18.0% 17.7% Income from Continuing Operations 492 $ 5 $ 6 $ 503 $ Diluted Earnings per Share from Continuing Operations 1.39 $ 0.01 $ 0.02 $ 1.42 $ (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)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 31, 2017 23 Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating Income: Transportation Solutions 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 Six Months Ended March 30, 2018 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 848 $ 7 $ 2 $ - $ 857 $ Industrial Solutions 228 5 29 - 262 Communications Solutions 129 - 10 - 139 Total 1,205 $ 12 $ 41 $ - $ 1,258 $ Operating Margin 16.7% 17.4% Other Income, Net 3 $ - $ - $ (1) $ 2 $ Income Tax Expense (708) $ (2) $ (8) $ 506 $ (212) $ Effective Tax Rate 61.0% 17.5% Income from Continuing Operations 453 $ 10 $ 33 $ 505 $ 1,001 $ Diluted Earnings per Share from Continuing Operations 1.28 $ 0.03 $ 0.09 $ 1.42 $ 2.82 $ (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 Six Months 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 653 $ 1 $ 57 $ - $ 711 $ Industrial Solutions 158 5 40 - 203 Communications Solutions 165 - 9 - 174 Total 976 $ 6 $ 106 $ - $ 1,088 $ Operating Margin 15.5% 17.3% Other Expense, Net (19) $ - $ - $ - $ (19) $ Income Tax Expense (93) $ (1) $ (30) $ (52) $ (176) $ Effective Tax Rate 10.3% 17.3% Income from Continuing Operations 812 $ 5 $ 76 $ (52) $ 841 $ Diluted Earnings per Share from Continuing Operations 2.26 $ 0.01 $ 0.21 $ (0.14) $ 2.34 $ (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) Income tax benefits associated with the tax impacts of certain intercompany transactions and the corresponding reduction in the valuation allowance for U.S. tax loss carryforwards. (3) See description of non-GAAP financial measures. Adjustments ($ in millions, except per share data)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended June 30, 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 333 $ 1 $ 3 $ - $ 337 $ Industrial Solutions 100 3 14 - 117 Communications Solutions 111 - 2 - 113 Total 544 $ 4 $ 19 $ - $ 567 $ Operating Margin 16.2% 16.8% Other Expense, Net (12) $ - $ - $ 7 $ (5) $ Income Tax Expense (71) $ (1) $ (3) $ (14) $ (89) $ Effective Tax Rate 14.1% 16.7% Income from Continuing Operations 432 $ 3 $ 16 $ (7) $ 444 $ Diluted Earnings per Share from Continuing Operations 1.21 $ 0.01 $ 0.04 $ (0.02) $ 1.24 $ (2) Income tax benefits associated with pre-separation tax matters and the related impact to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (3) See description of non-GAAP financial measures. Adjustments ($ in millions, except per share data) (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction.

27 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)

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 29, 2017 28 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 29 March 30, March 31, 2018 2017 Net Sales 3,745 $ 3,227 $ Cost of Sales 2,502 2,117 Gross Margin 1,243 1,110 Gross Margin Percentage 33.2% 34.4% Acquisition Related Charges 2 1 Adjusted Gross Margin (1) 1,245 $ 1,111 $ Adjusted Gross Margin Percentage (1) 33.2% 34.4% (1) See description of non-GAAP financial measures. For the Quarters Ended ($ in millions)

Reconciliation of Free Cash Flow 30 March 30, March 31, March 30, March 31, 2018 2017 2018 2017 Net cash provided by operating activities: 377 $ 521 $ 727 $ 925 $ Net cash used in investing activities (201) (143) (442) (297) Net cash used in financing activities (330) (283) (964) (492) Effect of currency translation on cash 9 13 20 (10) Net increase (decrease) in cash and cash equivalents (145) $ 108 $ (659) $ 126 $ Net cash provided by continuing operating activities 377 $ 521 $ 727 $ 925 $ Excluding: Receipts related to pre-separation U.S. tax matters, net (5) - (5) - Cash paid (collected) pursuant to collateral requirements related to cross currency swaps 61 21 79 (39) Capital expenditures, net (199) (155) (440) (281) Free cash flow (1) 234 $ 387 $ 361 $ 605 $ (1) Free cash flow is a non-GAAP financial measure. See description of non-GAAP financial measures. For the Quarters Ended For the Six Months Ended (in millions)

Reconciliation of Adjusted EBITDA Margin 31 March 30, March 31, 2018 2017 Net Income 490 $ 405 $ Loss from discontinued operations 2 1 Income tax expense 108 39 Other (income) expense, net (1) 10 Interest expense 29 32 Interest (income) (4) (6) Operating Income 624 481 Acquisition related charges 5 3 Restructuring and other charges, net 6 59 Adjusted Operating Income (1) 635 543 Depreciation and amortization (2) 171 151 Adjusted EBITDA (1) 806 $ 694 $ Net Sales 3,745 $ 3,227 $ Net income as a percentage of net sales 13.1% 12.6% Adjusted EBITDA margin (1) 21.5% 21.5% Transportation Industrial Communications Transportation Industrial Communications Solutions Solutions Solutions Total Solutions Solutions Solutions Total Operating Income 428 $ 126 $ 70 $ 624 $ 305 $ 88 $ 88 $ 481 $ Acquisition related charges 2 3 - 5 - 3 - 3 Restructuring and other charges, net (2) 6 2 6 33 19 7 59 Adjusted Operating Income (1) 428 135 72 635 338 110 95 543 Depreciation and amortization 104 43 24 171 (2) 86 36 29 151 Adjusted EBITDA (1) 532 $ 178 $ 96 $ 806 $ 424 $ 146 $ 124 $ 694 $ Net Sales $ 2,134 $ 972 $ 639 $ 3,745 $ 1,755 $ 853 $ 619 $ 3,227 Operating margin 20.1% 13.0% 11.0% 16.7% 17.4% 10.3% 14.2% 14.9% Adjusted operating margin (1) 20.1% 13.9% 11.3% 17.0% 19.3% 12.9% 15.3% 16.8% Adjusted EBITDA margin (1) 24.9% 18.3% 15.0% 21.5% 24.2% 17.1% 20.0% 21.5% March 30, 2018 March 31, 2017 For the Quarters Ended (2) Excludes non-cash amortization associated with fair value adjustments related to acquired customer order backlog of $2 million and $1 million for the quarters ended March 30, 2018 and March 31, 2017, as these charges are included in the acquisition related charges line. (1) See description of non-GAAP financial measures. ($ in millions) For the Quarters Ended ($ in millions)

Adjusted Return on Invested Capital (ROIC) 32 March 30, December 29, September 29, June 30, March 31, December 30, September 30, June 24, 2018 2017 2017 2017 2017 2016 2016 2016 Operating income 624 $ 581 $ 541 $ 544 $ 481 $ 495 $ 529 $ 463 $ Acquisition related charges 5 7 1 4 3 3 4 18 Restructuring and other charges, net 6 35 23 19 59 47 30 31 Adjusted Operating Income (1) 635 $ 623 $ 565 $ 567 $ 543 $ 545 $ 563 $ 512 $ Amortization expense 45 $ 45 $ 43 $ 43 $ 41 $ 42 $ 41 $ 40 $ Adjustments (2) (2) (1) - (3) (1) (1) (1) (2) Adjusted amortization expense 43 $ 44 $ 43 $ 40 $ 40 $ 41 $ 40 $ 38 $ Adjusted operating income plus adjusted amortization expense 678 $ 667 $ 608 $ 607 $ 583 $ 586 $ 603 $ 550 $ Income (loss) from continuing operations before income taxes 600 $ 561 $ 520 $ 503 $ 445 $ 460 $ 489 $ (228) $ Acquisition related charges 5 7 1 4 3 3 4 18 Restructuring and other charges, net 6 35 23 19 59 47 30 31 Tax items - (1) - 7 - - - 650 Adjusted income from continuing operations before income taxes 611 $ 602 $ 544 $ 533 $ 507 $ 510 $ 523 $ 471 $ Income taxes paid, net of refunds 126 $ 82 $ 67 $ 79 $ 81 $ 96 $ 64 $ 107 $ (Payments) refunds for tax deficiencies related to pre-separation tax matters - - - 15 3 5 (22) (6) Payments related to income taxes on the sale of the Broadband Network Solutions business - - - - - - (10) (17) Adjusted income taxes paid, net of refunds 126 $ 82 $ 67 $ 94 $ 84 $ 101 $ 32 $ 84 $ Adjusted cash tax rate 20.6% 13.6% 12.3% 17.6% 16.6% 19.8% 6.1% 17.8% Adjusted net operating profit after taxes 538 $ 576 $ 533 $ 500 $ 486 $ 470 $ 566 $ 452 $ Trailing four quarter adjusted net operating profit after taxes 2,147 $ 1,974 $ Total debt 4,010 $ 4,005 $ 4,344 $ 3,991 $ 3,952 $ 4,028 $ 4,070 $ 4,036 $ Total shareholders' equity 9,480 9,631 9,751 9,141 8,753 8,837 8,485 8,265 Invested capital 13,490 $ 13,636 $ 14,095 $ 13,132 $ 12,705 $ 12,865 $ 12,555 $ 12,301 $ Trailing four quarter average invested capital 13,588 $ 12,607 $ Adjusted ROIC (1) 15.8% 15.7% (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 33 Outlook for Quarter Ending June 29, Outlook for 2018 (1) Fiscal 2018 (1) Diluted earnings per share from continuing operations (GAAP) $1.13 - $1.15 $3.70 - $3.76 Restructuring and other charges, net 0.20 0.34 Acquisition related charges 0.02 0.06 Tax Items - 1.42 Adjusted diluted earnings per share from continuing operations (non-GAAP) (2) $1.35 - $1.37 $5.52 - $5.58 Net sales growth (GAAP) 8 - 10% 10 - 12% Translation (3) (4) (Acquisitions) divestitures, net (1) (1) Organic net sales growth (non-GAAP) (2) 4 - 6% 5 - 7% Effective tax rate (GAAP) 19% 41% Effective tax rate adjustments (3) - (22) Adjusted effective tax rate (non-GAAP) (2) 19% 19% (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. (1) Outlook is as of April 25, 2018. (2) See description of non-GAAP financial measures.

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SECURITIES AND EXCHANGE COMMISSIONd18rn0p25nwr6d.cloudfront.net/CIK-0001385157/d9d11439-d0... · 2018-04-25 · SECURITIES AND EXCHANGE COMMISSION ... Date of Report (Date of earliest