20. Tyco Electronics Group S.A.

TEGSA, a Luxembourg company and our 100%-owned subsidiary, is a holding company that owns, directly or indirectly, all of our operating subsidiaries. TEGSA is the obligor under our senior notes, commercial paper, and five-year unsecured senior revolving credit facility, which are fully and unconditionally guaranteed by its parent, TE Connectivity Ltd. The following tables present condensed consolidating financial information for TE Connectivity Ltd., TEGSA, and all other subsidiaries that are not providing a guarantee of debt but which represent assets of TEGSA, using the equity method of accounting.

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Quarter Ended June 28, 2013

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total

	(in millions)
Net sales	$	—		$	—		$	3,449		$	—		$	3,449
Cost of sales		—			—			2,317			—			2,317

Gross margin		—			—			1,132			—			1,132
Selling, general, and administrative expenses		38			—			418			—			456
Research, development, and engineering expenses		—			—			167			—			167
Acquisition and integration costs		—			—			3			—			3
Restructuring and other charges, net		—			—			67			—			67

Operating income (loss)		(38	)		—			477			—			439
Interest income		—			—			4			—			4
Interest expense		—			(34	)		(2	)		—			(36	)
Other income, net		—			—			18			—			18
Equity in net income of subsidiaries		374			395			—			(769	)		—
Equity in net income of subsidiaries of discontinued operations		3			3			—			(6	)		—
Intercompany interest and fees		(4	)		13			(9	)		—			—

Income from continuing operations before income taxes		335			377			488			(775	)		425
Income tax expense		—			—			(93	)		—			(93	)

Income from continuing operations		335			377			395			(775	)		332
Income from discontinued operations, net of income taxes		—			—			3			—			3

Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries		335			377			398			(775	)		335
Other comprehensive loss		(62	)		(62	)		(65	)		127			(62	)

Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$	273		$	315		$	333		$	(648	)	$	273

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Quarter Ended June 29, 2012

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total

	(in millions)
Net sales	$	—		$	—		$	3,499		$	—		$	3,499
Cost of sales		—			—			2,481			—			2,481

Gross margin		—			—			1,018			—			1,018
Selling, general, and administrative expenses, net⁽¹⁾		7			(73	)		489			—			423
Research, development, and engineering expenses		—			—			173			—			173
Acquisition and integration costs		1			—			14			—			15
Restructuring and other charges, net		—			—			36			—			36

Operating income (loss)		(8	)		73			306			—			371
Interest income		—			—			6			—			6
Interest expense		—			(44	)		(4	)		—			(48	)
Other income, net		—			—			19			—			19
Equity in net income of subsidiaries		271			224			—			(495	)		—
Equity in net loss of subsidiaries of discontinued operations		(61	)		(61	)		—			122			—
Intercompany interest and fees		(3	)		18			(15	)		—			—

Income from continuing operations before income taxes		199			210			312			(373	)		348
Income tax expense		—			—			(88	)		—			(88	)

Income from continuing operations		199			210			224			(373	)		260
Loss from discontinued operations, net of income taxes		—			—			(61	)		—			(61	)

Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries		199			210			163			(373	)		199
Other comprehensive loss		(163	)		(163	)		(166	)		329			(163	)

Comprehensive income (loss) attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$	36		$	47		$	(3	)	$	(44	)	$	36

(1): Tyco Electronics Group S.A. selling, general, and administrative expenses include gains of $74 million related to intercompany transactions. These gains are offset by corresponding losses recorded by Other Subsidiaries.

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Nine Months Ended June 28, 2013

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total

	(in millions)
Net sales	$	—		$	—		$	9,848		$	—		$	9,848
Cost of sales		—			—			6,675			—			6,675

Gross margin		—			—			3,173			—			3,173
Selling, general, and administrative expenses		112			3			1,207			—			1,322
Research, development, and engineering expenses		—			—			509			—			509
Acquisition and integration costs		—			—			11			—			11
Restructuring and other charges, net		—			—			240			—			240

Operating income (loss)		(112	)		(3	)		1,206			—			1,091
Interest income		—			—			13			—			13
Interest expense		—			(102	)		(6	)		—			(108	)
Other expense, net		—			—			(199	)		—			(199	)
Equity in net income of subsidiaries		1,012			1,077			—			(2,089	)		—
Intercompany interest and fees		(11	)		40			(29	)		—			—

Income from continuing operations before income taxes		889			1,012			985			(2,089	)		797
Income tax benefit		—			—			92			—			92

Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries		889			1,012			1,077			(2,089	)		889
Other comprehensive loss		(157	)		(157	)		(165	)		322			(157	)

Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$	732		$	855		$	912		$	(1,767	)	$	732

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Nine Months Ended June 29, 2012

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total

	(in millions)
Net sales	$	—		$	—		$	9,918		$	—		$	9,918
Cost of sales		—			—			6,936			—			6,936

Gross margin		—			—			2,982			—			2,982
Selling, general, and administrative expenses, net⁽¹⁾		62			(122	)		1,293			—			1,233
Research, development, and engineering expenses		—			—			523			—			523
Acquisition and integration costs		1			2			20			—			23
Restructuring and other charges, net		—			—			86			—			86

Operating income (loss)		(63	)		120			1,060			—			1,117
Interest income		—			—			18			—			18
Interest expense		—			(124	)		(7	)		—			(131	)
Other income, net		—			—			31			—			31
Equity in net income of subsidiaries		836			789			—			(1,625	)		—
Equity in net loss of subsidiaries of discontinued operations		(49	)		(49	)		—			98			—
Intercompany interest and fees		(8	)		51			(43	)		—			—

Income from continuing operations before income taxes		716			787			1,059			(1,527	)		1,035
Income tax expense		—			—			(267	)		—			(267	)

Income from continuing operations		716			787			792			(1,527	)		768
Loss from discontinued operations, net of income taxes		—			—			(49	)		—			(49	)

Net income		716			787			743			(1,527	)		719
Less: net income attributable to noncontrolling interests		—			—			(3	)		—			(3	)

Net income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries		716			787			740			(1,527	)		716
Other comprehensive loss		(202	)		(202	)		(204	)		406			(202	)

Comprehensive income attributable to TE Connectivity Ltd., Tyco Electronics Group S.A., or Other Subsidiaries	$	514		$	585		$	536		$	(1,121	)	$	514

(1): Tyco Electronics Group S.A. selling, general, and administrative expenses include gains of $125 million related to intercompany transactions. These gains are offset by corresponding losses recorded by Other Subsidiaries.

Condensed Consolidating Balance Sheet (UNAUDITED)
As of June 28, 2013

	TE Connectivity Ltd.		Tyco Electronics Group S.A.		Other Subsidiaries		Consolidating Adjustments			Total

	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,262	$	—		$	1,262
Accounts receivable, net		—		—		2,257		—			2,257
Inventories		—		—		1,762		—			1,762
Intercompany receivables		18		—		32		(50	)		—
Prepaid expenses and other current assets		6		3		444		—			453
Deferred income taxes		—		—		284		—			284

Total current assets		24		3		6,041		(50	)		6,018
Property, plant, and equipment, net		—		—		3,071		—			3,071
Goodwill		—		—		4,285		—			4,285
Intangible assets, net		—		—		1,263		—			1,263
Deferred income taxes		—		—		2,198		—			2,198
Investment in subsidiaries		8,229		17,430		—		(25,659	)		—
Intercompany loans receivable		16		3,872		10,201		(14,089	)		—
Receivable from Tyco International Ltd. and Covidien plc		—		—		984		—			984
Other assets		—		30		241		—			271

Total Assets	$	8,269	$	21,335	$	28,284	$	(39,798	)	$	18,090

Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	650	$	61	$	—		$	711
Accounts payable		1		—		1,356		—			1,357
Accrued and other current liabilities		344		42		1,456		—			1,842
Deferred revenue		—		—		93		—			93
Intercompany payables		32		—		18		(50	)		—

Total current liabilities		377		692		2,984		(50	)		4,003
Long-term debt		—		2,217		90		—			2,307
Intercompany loans payable		4		10,197		3,888		(14,089	)		—
Long-term pension and postretirement liabilities		—		—		1,293		—			1,293
Deferred income taxes		—		—		304		—			304
Income taxes		—		—		1,936		—			1,936
Other liabilities		—		—		359		—			359

Total Liabilities		381		13,106		10,854		(14,139	)		10,202

Total Equity		7,888		8,229		17,430		(25,659	)		7,888

Total Liabilities and Equity	$	8,269	$	21,335	$	28,284	$	(39,798	)	$	18,090

Condensed Consolidating Balance Sheet (UNAUDITED)
As of September 28, 2012

	TE Connectivity Ltd.		Tyco Electronics Group S.A.		Other Subsidiaries		Consolidating Adjustments			Total

	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,589	$	—		$	1,589
Accounts receivable, net		1		—		2,342		—			2,343
Inventories		—		—		1,808		—			1,808
Intercompany receivables		16		—		29		(45	)		—
Prepaid expenses and other current assets		2		1		471		—			474
Deferred income taxes		—		—		289		—			289

Total current assets		19		1		6,528		(45	)		6,503
Property, plant, and equipment, net		—		—		3,213		—			3,213
Goodwill		—		—		4,308		—			4,308
Intangible assets, net		—		—		1,352		—			1,352
Deferred income taxes		—		—		2,460		—			2,460
Investment in subsidiaries		8,192		17,341		—		(25,533	)		—
Intercompany loans receivable		11		2,779		8,361		(11,151	)		—
Receivable from Tyco International Ltd. and Covidien plc		—		—		1,180		—			1,180
Other assets		—		40		250		—			290

Total Assets	$	8,222	$	20,161	$	27,652	$	(36,729	)	$	19,306

Liabilities and Equity
Current Liabilities:
Current maturities of long-term debt	$	—	$	1,014	$	1	$	—		$	1,015
Accounts payable		2		—		1,290		—			1,292
Accrued and other current liabilities		210		70		1,296		—			1,576
Deferred revenue		—		—		121		—			121
Intercompany payables		29		—		16		(45	)		—

Total current liabilities		241		1,084		2,724		(45	)		4,004
Long-term debt		—		2,529		167		—			2,696
Intercompany loans payable		4		8,356		2,791		(11,151	)		—
Long-term pension and postretirement liabilities		—		—		1,353		—			1,353
Deferred income taxes		—		—		448		—			448
Income taxes		—		—		2,311		—			2,311
Other liabilities		—		—		517		—			517

Total Liabilities		245		11,969		10,311		(11,196	)		11,329

Total Equity		7,977		8,192		17,341		(25,533	)		7,977

Total Liabilities and Equity	$	8,222	$	20,161	$	27,652	$	(36,729	)	$	19,306

Condensed Consolidating Statement of Cash Flows (UNAUDITED)
For the Nine Months Ended June 28, 2013

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total

	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(125	)	$	(90	)	$	1,668		$	—		$	1,453

Cash Flows From Investing Activities:
Capital expenditures		—			—			(412	)		—			(412	)
Proceeds from sale of property, plant, and equipment		1			—			18			—			19
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations		—			—			14			—			14
Change in intercompany loans		(5	)		748			—			(743	)		—
Other		—			—			22			—			22

Net cash provided by (used in) investing activities		(4	)		748			(358	)		(743	)		(357	)

Cash Flows From Financing Activities:
Changes in parent company equity⁽¹⁾		946			6			(952	)		—			—
Net increase in commercial paper		—			50			—			—			50
Repayment of long-term debt		—			(714	)		(1	)		—			(715	)
Proceeds from exercise of share options		—			—			153			—			153
Repurchase of common shares		(531	)		—			(87	)		—			(618	)
Payment of common share dividends and cash distributions to shareholders		(286	)		—			5			—			(281	)
Loan activity with parent		—			—			(743	)		743			—

Net cash provided by (used in) financing activities		129			(658	)		(1,625	)		743			(1,411	)

Effect of currency translation on cash		—			—			(12	)		—			(12	)
Net decrease in cash and cash equivalents		—			—			(327	)		—			(327	)
Cash and cash equivalents at beginning of period		—			—			1,589			—			1,589

Cash and cash equivalents at end of period	$	—		$	—		$	1,262		$	—		$	1,262

(1): Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

Condensed Consolidating Statement of Cash Flows (UNAUDITED)
For the Nine Months Ended June 29, 2012

	TE Connectivity Ltd.			Tyco Electronics Group S.A.			Other Subsidiaries			Consolidating Adjustments			Total

	(in millions)
Cash Flows From Operating Activities:
Net cash provided by (used in) continuing operating activities	$	(66	)	$	14		$	1,226		$	—		$	1,174
Net cash provided by discontinued operating activities		—			—			60			—			60

Net cash provided by (used in) operating activities		(66	)		14			1,286			—			1,234

Cash Flows From Investing Activities:
Capital expenditures		—			—			(385	)		—			(385	)
Proceeds from sale of property, plant, and equipment		—			—			13			—			13
Acquisition of business, net of cash acquired		—			—			(1,384	)		—			(1,384	)
Proceeds from divestiture of discontinued operations, net of cash retained by sold operations		—			—			394			—			394
Change in intercompany loans		(19	)		2,133			—			(2,114	)		—
Other		—			—			(7	)		—			(7	)

Net cash provided by (used in) continuing investing activities		(19	)		2,133			(1,369	)		(2,114	)		(1,369	)
Net cash used in discontinued investing activities		—			—			(1	)		—			(1	)

Net cash provided by (used in) investing activities		(19	)		2,133			(1,370	)		(2,114	)		(1,370	)

Cash Flows From Financing Activities:
Changes in parent company equity⁽¹⁾		352			(3,237	)		2,885			—			—
Net increase in commercial paper		—			350			—			—			350
Proceeds from long-term debt		—			748			—			—			748
Repayment of long-term debt		—			—			(642	)		—			(642	)
Proceeds from exercise of share options		—			—			52			—			52
Repurchase of common shares		(17	)		—			—			—			(17	)
Payment of common share dividends and cash distributions to shareholders		(250	)		—			7			—			(243	)
Loan activity with parent		—			—			(2,114	)		2,114			—
Other		—			(8	)		53			—			45

Net cash provided by (used in) continuing financing activities		85			(2,147	)		241			2,114			293
Net cash used in discontinued financing activities		—			—			(59	)		—			(59	)

Net cash provided by (used in) financing activities		85			(2,147	)		182			2,114			234

Effect of currency translation on cash		—			—			(14	)		—			(14	)
Net increase in cash and cash equivalents		—			—			84			—			84
Cash and cash equivalents at beginning of period		—			—			1,218			—			1,218

Cash and cash equivalents at end of period	$	—		$	—		$	1,302		$	—		$	1,302

(1): Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.