8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 31, 2018

TE CONNECTIVITY LTD.
(Exact Name of Registrant as Specified in its Charter)

Switzerland	98-0518048
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

001-33260
(Commission File Number)

Rheinstrasse 20

CH-8200 Schaffhausen
Switzerland

(Address of Principal Executive Offices, including Zip Code)

+41 (0)52 633 66 61
(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01.  Regulation FD Disclosure

TE Connectivity Ltd. (the “Company”) is furnishing under Item 7.01 of this Current Report on Form 8-K a presentation that will be made by the Company at Bernstein’s 34th Annual Strategic Decisions Conference today, May 31, 2018, at 8:00 a.m. EDT in New York City. A copy of the presentation is being furnished pursuant to Regulation FD as Exhibit 99.1 and is incorporated herein by reference. A live webcast of the event will be available at the investor relations section of the Company’s website: www.te.com.

Item 9.01.  Financial Statements and Exhibits

(d)       Exhibits

Exhibit No.	Description
99.1	Presentation by TE Connectivity at Bernstein’s 34th Annual Strategic Decisions Conference on May 31, 2018

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SIGNATURES

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

	TE CONNECTIVITY LTD.
	(Registrant)
	By:	/s/ Harold G. Barksdale
		Harold G. Barksdale
		Vice President & Corporate Secretary
Date: May 31, 2018

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EX-99.1

Exhibit 99.1

TE CONNECTIVITY THE OPPORTUNITY HAS NEVER BEEN GREATER Terrence Curtin Chief Executive Officer

2 Forward-Looking Statements and Non-GAAP Measures Forward-Looking Statements This presentation contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this presentation include statements addressing our future financial condition and operating results. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as conditions affecting demand for products, particularly in the automotive and data and devices industries; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation, including the effects of the U.S. Tax Cuts and Jobs Act. More detailed information about these and other factors is set forth in TE Connectivity Ltd.’s Annual Report on Form 10-K for the fiscal year ended Sept. 29, 2017 as well as in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission. Non-GAAP Financial Measures Where we have used non-GAAP financial measures, reconciliations to the most comparable GAAP measure are provided, along with a disclosure on the usefulness of the non-GAAP measure, in this presentation.

3 INDUSTRIAL TECHNOLOGY COMPANY CREATING A SAFER, SUSTAINABLE, PRODUCTIVE AND CONNECTED FUTURE TE CONNECTIVITY Automotive Sensors Commercial Transportation Data & Devices Appliances Subsea Communications WORLD LEADER in connectivity and sensor solutions with the broadest range of technologies Highly engineered products and integrated solutions perform in harsh environments where failure is not an option TE serves a BILLION MARKET $180 TRANSPORTATION SOLUTIONS INDUSTRIAL SOLUTIONS COMMUNICATIONS SOLUTIONS FY17 SALES BY SEGMENT Aerospace & Defense Oil & Gas Industrial Equipment Medical Energy 53% 27% 20%

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

5 THE LEVERS OF OUR BUSINESS MODEL ORGANIC REVENUE GROWTH EPS GROWTH LOWER OPERATING EXPENSES M & A BALANCED CAPITAL STRATEGY Strategic M&A, Share Buybacks, Dividend increases, ROIC in mid-teens, strong FCF IMPROVED OPERATING MARGINS Expand 30-80 basis points annually Organic revenue growth, Operating margins, EPS, ROIC and FCF refer to non-GAAP financial measures. See Appendix for descriptions. TOP LINE MARGIN EXPANSION BOTTOM LINE +4-6% Pulling the levers for double-digit gains Reduce SG&A by 100 basis points Adding >100 basis points of growth annually

6 Accelerating Growth and Profitability $ in billions except per share amounts Net Sales 2% 1 Outlook as of April 25, 2018 Note: Amounts and comments exclude the impact of an additional week in fiscal 2016 Net Sales Excluding the Impact of the Additional Week, Organic Net Sales Growth, Organic Net Sales Growth Excluding the Impact of the Additional Week, Adjusted Earnings Per Share and Adjusted Earnings Per Share Excluding the Impact of the Additional Week are non-GAAP measures; See Appendix for descriptions and reconciliations Adjusted Earnings Per Share 15% 5 year CAGR Average Organic Net Sales Growth 7% Average Organic Net Sales Growth 1 1 $11.4 $12.0 $12.2 $12.0 $13.1 $14.6 FY13 FY14 FY15 FY16 FY17 FY18 $2.79 $3.31 $3.60 $3.95 $4.83 $5.55 FY13 FY14 FY15 FY16 FY17 FY18

7 CAPITAL STRATEGY: BALANCED DEPLOYMENT DIVIDENDS PER SHARE Share Repurchases $6.8B Acquisitions* $7.4B Dividends $3.9B MAJOR CAPITAL DEPLOYMENT** FY08 through FY17 Denotes dividends paid during the fiscal year. BNS Proceeds $2B 1 FY18 represents dividends expected to be paid. Free Cash Flow is a non-GAAP financial measure; See Appendix for description EXPECT TO RETURN ~2/3 OF FREE CASH FLOW TO SHAREHOLDERS OVER TIME EXPECT TO UTILIZE ~1/3 OF FREE CASH FLOW AS AN ADDITIONAL LEVER FOR REVENUE GROWTH ~2/3 ~1/3 * Includes $1.3 billion used to acquire ADC Telecommunications in 2010, which is part of our divested BNS business. ** Select uses of cash. Represents capital returned to shareholders and acquisition activity. 1 $0.64 $0.68 $0.78 $0.92 $1.08 $1.24 $1.40 $1.54 $1.68 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18

WE’RE AN INDUSTRIAL TECHNOLOGY LEADER CONNECTING THE WORLD We’ve built a portfolio with competitive advantage. The key elements to driving exciting shareholder value are in place. Our opportunity has never been greater.

9 Non-GAAP Financial Measures We present non-GAAP performance and liquidity measures as we believe it is appropriate for investors to consider adjusted financial measures in addition to results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP financial measures provide supplemental information and should not be considered replacements for results in accordance with GAAP. Management uses non-GAAP financial measures internally for planning and forecasting purposes and in its decision-making processes related to the operations of our company. We believe these measures provide meaningful information to us and investors because they enhance the understanding of our operating performance, ability to generate cash, and the trends of our business. Additionally, we believe that investors benefit from having access to the same financial measures that management uses in evaluating our operations. The primary limitation of these measures is that they exclude the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using these non-GAAP financial measures in combination with the most directly comparable GAAP financial measures in order to better understand the amounts, character, and impact of any increase or decrease in reported amounts. These non-GAAP financial measures may not be comparable to similarly-titled measures reported by other companies. The following provides additional information regarding our non-GAAP financial measures: Organic Net Sales Growth – represents net sales growth (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic Net Sales Growth is a useful measure of our performance because it excludes items that are not completely under management’s control, such as the impact of changes in foreign currency exchange rates, and items that do not reflect the underlying growth of the company, such as acquisition and divestiture activity. This measure is a significant component in our incentive compensation plans. Adjusted Operating Income and Adjusted Operating Margin – represent operating income and operating margin, respectively, (the most comparable GAAP financial measures) before special items including restructuring and other charges, acquisition related charges, and other income or charges, if any. We utilize these measures to assess segment level operating performance and to provide insight to management in evaluating segment operating plan execution and market conditions. Adjusted Operating Income is a significant component in our incentive compensation plans. Adjusted Other Income (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. Net Sales Excluding the Impact of the Additional Week, Net Sales Growth Excluding the Impact of the Additional Week, Organic Net Sales Growth Excluding the Impact of the Additional Week, Adjusted Operating Income Excluding the Impact of the Additional Week, Adjusted Operating Margin Excluding the Impact of the Additional Week, Adjusted Earnings Per Share Excluding the Impact of the Additional Week – represent certain GAAP and non-GAAP financial measures excluding the impact of the additional week in the fourth quarter of the fiscal year for fiscal years which are 53 weeks in length. The impact of the additional week is estimated using an average weekly sales figure for the last month of the fiscal year.

10 Free Cash Flow (FCF) – is a useful measure of our ability to generate cash. The difference between net cash provided by continuing operating activities (the most comparable GAAP financial measure) and Free Cash Flow consists mainly of significant cash outflows and inflows that we believe are useful to identify. We believe Free Cash Flow provides useful information to investors as it provides insight into the primary cash flow metric used by management to monitor and evaluate cash flows generated from our operations. Free Cash Flow is defined as net cash provided by continuing operating activities excluding voluntary pension contributions and the cash impact of special items, if any, minus net capital expenditures. Voluntary pension contributions are excluded from the GAAP financial measure because this activity is driven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters and cash paid (collected) pursuant to collateral requirements related to cross currency swaps, are also excluded by management in evaluating Free Cash Flow. Net capital expenditures consist of capital expenditures less proceeds from the sale of property, plant, and equipment. These items are subtracted because they represent long-term commitments. In the calculation of Free Cash Flow, we subtract certain cash items that are ultimately within management’s and the Board of Directors’ discretion to direct and may imply that there is less or more cash available for our programs than the most comparable GAAP financial measure indicates. It should not be inferred that the entire Free Cash Flow amount is available for future discretionary expenditures, as our definition of Free Cash Flow does not consider certain non-discretionary expenditures, such as debt payments. In addition, we may have other discretionary expenditures, such as discretionary dividends, share repurchases, and business acquisitions, that are not considered in the calculation of Free Cash Flow. Adjusted Return on Invested Capital (ROIC) – represents adjusted net operating profit after tax divided by average invested capital. We use Adjusted Return on Invested Capital as an indicator of our capital efficiency. Adjusted Return on Invested Capital is not a measure defined by GAAP. It is calculated by us, in part, using non-GAAP financial measures. We are providing our calculation of Adjusted Return on Invested Capital as this measure may not be defined and calculated by other companies in the same manner. Non-GAAP Financial Measures (cont.)

11 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 29, 2017 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)

12 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 30, 2016 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 1,219 $ 9 $ 46 $ - $ 1,274 $ Industrial Solutions 356 23 31 - 410 Communications Solutions 373 - (75) - 298 Total 1,948 $ 32 $ 2 $ - $ 1,982 $ Operating Margin 15.9% 16.2% Other Expense, Net (678) $ - $ - $ 650 $ (28) $ 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 financial measures. Adjustments

13 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 25, 2015 Note > Amounts have not been updated to reflect the impact of adoption of Accounting Standards Update No. 2017-07, an update to Accounting Standards Codification 715, Compensation – Retirement Benefits 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 1,193 $ 61 $ 39 $ - $ 1,293 $ Industrial Solutions 352 33 44 - 429 Communications Solutions 204 - 66 - 270 Total 1,749 $ 94 $ 149 $ - $ 1,992 $ Operating Margin 14.3% 16.3% Other Income (Expense), Net (55) $ - $ - $ 84 $ 29 $ Income Tax Expense (337) $ (22) $ (29) $ (36) $ (424) $ Income from Continuing Operations 1,238 $ 72 $ 120 $ 48 $ 1,478 $ Diluted Earnings per Share from Continuing Operations 3.01 $ 0.18 $ 0.29 $ 0.12 $ 3.60 $ (3) Includes $264 million of income tax benefits associated with the settlement of audits of prior year income tax returns as well as the related impact of $84 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes $216 million of income tax charges associated with the tax impacts of certain intercompany legal entity restructurings made in connection with our integration of Measurement Specialties, Inc. and $29 million of income tax charges for the tax impacts of certain intercompany dividends related to the restructuring and sale of the Broadband Network Solutions business. (4) See description of non-GAAP financial measures. ($ in millions, except per share data) (1) Includes $55 million of acquisition and integration costs, $36 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales, and $3 million of restructuring costs. (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. Adjustments

14 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 26, 2014 Note > Amounts have not been updated to reflect the impact of adoption of Accounting Standards Update No. 2017-07, an update to Accounting Standards Codification 715, Compensation – Retirement Benefits 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 1,245 $ 4 $ 4 $ - $ 1,253 $ Industrial Solutions 431 31 7 - 469 Communications Solutions 129 - 8 - 137 Total 1,805 $ 35 $ 19 $ - $ 1,859 $ Operating Margin 15.1% 15.5% Other Income, Net 63 $ - $ - $ (39) $ 24 $ Income Tax Expense (146) $ (7) $ (4) $ (239) $ (396) $ Income from Continuing Operations 1,614 $ 28 $ 15 $ (278) $ 1,379 $ Diluted Earnings per Share from Continuing Operations 3.87 $ 0.07 $ 0.04 $ (0.67) $ 3.31 $ (1) Includes $31 million of acquisition and integration costs and $4 million of non-cash amortization associated with fair value adjustments primarily related to acquired inventories and customer order backlog recorded in cost of sales. (3) Includes income tax benefits of $282 million recognized in connection with a reduction in the valuation allowance associated with certain tax loss carryforwards and income tax expense related to adjustments to prior year income tax returns. In addition, other income includes amounts related to reimbursements by Tyco International and Covidien in connection with pre-separation tax matters, including $18 million related to our share of a settlement agreement entered into by Tyco International with a former subsidiary. (4) See description of non-GAAP financial measures. Adjustments ($ in millions, except per share data) (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.

15 Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 27, 2013 Note > Amounts have not been updated to reflect the impact of adoption of Accounting Standards Update No. 2017-07, an update to Accounting Standards Codification 715, Compensation – Retirement Benefits Acquisition Restructuring Related and Other Tax Adjusted U.S. GAAP Charges (1) Charges, Net (1) Items (2) (Non-GAAP) (3) Operating Income: Transportation Solutions 934 $ 7 $ 39 $ - $ 980 $ Industrial Solutions 344 7 63 - 414 Communications Solutions 107 - 120 - 227 Total 1,385 $ 14 $ 222 $ - $ 1,621 $ Operating Margin 12.2% 14.2% Other Income (Expense), Net (183) $ - $ - $ 213 $ 30 $ Income Tax (Expense) Benefit 75 $ (5) $ (62) $ (354) $ (346) $ Income from Continuing Operations Attributable to TE Connectivity Ltd. 1,154 $ 9 $ 160 $ (141) $ 1,182 $ Diluted Earnings per Share from Continuing Operations Attributable to TE Connectivity Ltd. 2.73 $ 0.02 $ 0.38 $ (0.33) $ 2.79 $ (3) See description of non-GAAP financial measures. Adjustments ($ in millions, except per share data) (1) The tax effect of each non-GAAP adjustment is calculated based on the jurisdictions in which the expense (income) is incurred and the tax laws in effect for each such jurisdiction. (2) Includes $331 million of income tax benefits associated with the settlement of an audit of prior year income tax returns as well as the related impact of $231 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax expense related to adjustments to prior year income tax returns, income tax benefits recognized in connection with a reduction in the valuation allowance associated with certain tax loss carryforwards, and income tax benefits recognized in connection with the lapse of statutes of limitations for examinations of prior year income tax returns. In addition, the other income adjustment includes amounts related to reimbursements by Tyco International and Covidien in connection with pre-separation tax matters.

16 Reconciliation of Forward-Looking Non-GAAP Financial Measures to Forward-Looking GAAP Financial Measures 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.

17 Reconciliation of Net Sales Growth Acquisitions Translation (2) (Divestiture) 875 $ 7.1% 736 $ 6.0% (83) $ 222 $ Acquisitions Translation (2) (Divestiture) 5 $ -% 178 $ 1.5% (254) $ 81 $ Translation (2) Acquisitions 260 $ 2.2% 460 $ 3.8% (909) $ 709 $ Acquisitions Translation (2) (Divestitures) 583 $ 5.1% 557 $ 4.9% 32 $ (6) $ Acquisition Translation (2) (Divestiture) (2) $ -% (171) $ (1.3)% (115) $ 284 $ (3) Change in Net Sales for the Year Ended September 27, 2013 versus Net Sales for the Year Ended September 28, 2012 has not been recast to reflect the Broadband Network Solutions business as a discontinued operation. Sales Growth Sales Growth (1) Sales Growth Sales Growth (1) Change in Net Sales for the Year Ended September 26, 2014 versus Net Sales for the Year Ended September 27, 2013 Net Organic Net Sales Growth Sales Growth (1) Change in Net Sales for the Year Ended September 25, 2015 versus Net Sales for the Year Ended September 25, 2015 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. Change in Net Sales for the Year Ended September 29, 2017 versus Net Sales for the Year Ended September 30, 2016 Net Organic Net Sales Growth Sales Growth (1) Change in Net Sales for the Year Ended September 27, 2013 Net Organic Net versus Net Sales for the Year Ended September 28, 2012 (3) versus Net Sales for the Year Ended September 26, 2014 Net Organic Net Sales Growth Sales Growth (1) Change in Net Sales for the Year Ended September 30, 2016

18 Impact of Additional Week – FY17 vs. FY16 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 5,228 $ 4,912 $ (102) $ 4,810 $ 6.4% 2.3% 8.7% 7.1% 2.3% 9.4% Commercial transportation 997 825 (15) 810 20.8 2.3 23.1 21.9 2.2 24.1 Sensors 814 766 (13) 753 6.3 1.8 8.1 3.0 1.7 4.7 Total 7,039 6,503 (130) 6,373 8.2 2.3 10.5 8.5 2.1 10.6 Industrial Solutions Industrial equipment 1,747 1,419 (32) 1,387 23.1 2.9 26.0 5.5 2.4 7.9 Aerospace, defense, oil, and gas 1,075 1,100 (20) 1,080 (2.3) 1.8 (0.5) (1.7) 1.8 0.1 Energy 685 696 (13) 683 (1.6) 1.9 0.3 (1.0) 1.9 0.9 Total 3,507 3,215 (65) 3,150 9.1 2.2 11.3 1.6 2.1 3.7 Communications Solutions Data and devices 963 1,020 (21) 999 (5.6) 2.0 (3.6) 2.3 2.3 4.6 Subsea communications 928 885 (11) 874 4.9 1.3 6.2 4.9 1.3 6.2 Appliances 676 615 (11) 604 9.9 2.0 11.9 10.8 2.2 13.0 Total 2,567 2,520 (43) 2,477 1.9 1.7 3.6 5.4 1.8 7.2 Total 13,113 $ 12,238 $ (238) $ 12,000 $ 7.1% 2.2% 9.3% 6.0% 2.1% 8.1% Adjustment Acquisition Restructuring 53 Weeks 52 Weeks Related and Other Adjusted Impact of Adjusted U.S. GAAP Charges (3) Charges, Net Tax Items (4) (Non-GAAP) (2) 53rd Week (Non-GAAP) (1)(2) Operating Income 1,948 $ 32 $ 2 $ - $ 1,982 $ (55) $ 1,927 $ Operating Margin 15.9% 16.2% 16.1% Diluted Earnings per Share from Continuing Operations 5.26 $ 0.07 $ - $ (1.25) $ 4.08 $ (0.13) $ 3.95 $ Change in Net Sales for Fiscal 2017 versus Net Sales for Fiscal 2016 Change in Organic Net Sales for Fiscal 2017 versus Organic Net Sales for Fiscal 2016 (2) Fiscal 2017 Fiscal 2016 (3) Includes $22 million of acquisition and integration costs and $10 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales. (4) Includes $1,135 million of income tax benefits associated with the settlement of tax matters for the years 1997 through 2000 which resolved all aspects of the disputed debt matter with the IRS through the year 2007, as well as the related impact of $604 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax charges related to a $91 million increase in the valuation allowance for certain U.S. deferred tax assets; and an $83 million net income tax benefit related to tax settlements in certain other tax jurisdictions, as well as the related impact of $46 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. ($ in millions) For the Year Ended September 30, 2016 Adjustments ($ in millions, except per share data) (1) Excludes the impact of an additional week in the fourth quarter of fiscal 2016. The impact of the additional week was estimated using an average weekly sales figure for the last month of the fiscal year. (2) See description of non-GAAP financial measures.

19 Impact of Additional Week – FY16 vs. FY15 Adjustment Adjustment Adjustment 53 Weeks Impact of 52 Weeks 53 Weeks Impact of 52 Weeks 53 Weeks Impact of 52 Weeks U.S. GAAP 53rd Week (Non-GAAP) (1)(2) U.S. GAAP 53rd Week (Non-GAAP) (1)(2) (Non-GAAP) (2) 53rd Week (Non-GAAP) (1)(2) Net Sales: Transportation Solutions Automotive 4,912 $ (102) $ 4,810 $ 4,780 $ 2.8% (2.2)% 0.6% 5.6% (2.2)% 3.4% Commercial transportation 825 (15) 810 820 0.6 (1.8) (1.2) 2.6 (1.8) 0.8 Sensors 766 (13) 753 751 2.0 (1.7) 0.3 3.1 (1.7) 1.4 Total 6,503 (130) 6,373 6,351 2.4 (2.1) 0.3 4.9 (2.1) 2.8 Industrial Solutions Industrial equipment 1,419 (32) 1,387 1,323 7.3 (2.5) 4.8 (5.2) (2.1) (7.3) Aerospace, defense, oil, and gas 1,100 (20) 1,080 1,151 (4.4) (1.8) (6.2) (3.8) (1.7) (5.5) Energy 696 (13) 683 705 (1.3) (1.8) (3.1) 3.6 (1.9) 1.7 Total 3,215 (65) 3,150 3,179 1.1 (2.0) (0.9) (2.8) (1.9) (4.7) Communications Solutions Data and devices 1,020 (21) 999 1,357 (24.8) (1.6) (26.4) (17.8) (1.7) (19.5) Subsea communications 885 (11) 874 709 24.8 (1.5) 23.3 24.8 (1.3) 23.5 Appliances 615 (11) 604 637 (3.5) (1.7) (5.2) (1.8) (1.9) (3.7) Total 2,520 (43) 2,477 2,703 (6.8) (1.6) (8.4) (1.6) (1.7) (3.3) Total 12,238 $ (238) $ 12,000 $ 12,233 $ -% (1.9)% (1.9)% 1.5% (2.0)% (0.5)% ($ in millions) (1) Excludes the impact of an additional week in the fourth quarter of fiscal 2016. The impact of the additional week was estimated using an average weekly sales figure for the last month of the fiscal year. (2) See description of non-GAAP financial measures. Fiscal 2016 Fiscal 2015 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)