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TEConnectivity Q1 2016 Earnings Report

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Q1 2016 Earnings January 20, 2015


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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 and our planned sale of the Circuit Protection Devices business. 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; the possible effects on us of changes in tax laws, tax treaties and other legislation; the risk that we do not realize the anticipated benefits from the sale of the Broadband Network Solutions business; the risk that the sale of the Circuit Protection Devices business may not be consummated, or if consummated, we do not realize the anticipated benefits from such transaction; and the risk that the conditions precedent to our proposed tax litigation settlement with the IRS relating to our intercompany debt dispute are not met and the intercompany debt dispute is not settled. More detailed information about these and other factors is set forth in our Annual Report on Form 10-K for the fiscal year ended Sept. 25, 2015 as well as in our Quarterly Reports on Form 10-Q, Current Reports on Form 8K, and other reports filed by us with the U.S. Securities and Exchange Commission. Non-GAAP Measures Where we have used non-GAAP financial measures, reconciliations to the most comparable GAAP measure are provided, along with a disclosure on the usefulness of the non-GAAP measure, in this presentation. 2


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Q1 2016 Summary Performing well in a challenging macro environment • Sales above the midpoint of Guidance, down 7% Y/Y and down 2% organically to $2.83B • Adjusted EPS of $0.84, above the high end of Guidance, down 6% Y/Y and flat at constant currency • Results above Guidance driven by Transportation and SubCom • FX headwinds Y/Y: $184M sales and $0.05 EPS • Returned $1.4B to shareholders including $1.3B in share buybacks • Free cash flow of $237M • Excluding SubCom, Book-to-Bill of 1.04 and orders increased 3% sequentially Business highlights • Continued strong performance in Transportation with sales above expectations • Industrial remains sluggish with inventory corrections continuing to impact end markets • Continued execution of our harsh strategy • • 3 Last year’s acquisitions in the sensors and medical markets gaining momentum Announced the sale of the Circuit Protection business; on track to close in Q2 Organic Sales Growth, Adjusted EPS, Adjusted EPS in Constant Currency and Free Cash Flow are non-GAAP measures; see Appendix for description and reconciliation.


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Segment Orders Summary ($ in millions) FY15 FY16 Q1 Transportation Q4 Q1 1,668 1,480 1,583 Industrial 818 720 728 Communications Ex SubCom 515 448 408 Total TE Ex SubCom 3,001 2,648 2,846 2,653 2,758 Book to Bill Ex SubCom 1.03 0.95 • Industrial orders stabilizing; Slightly better than expected OEM orders more than offset weaker distribution orders 2,719 Total TE Ex SubCom @ Constant Currency • Q1 3% sequential growth in orders driven by Transportation 1.04 • Book to bill of 1.04 with all segments exceeding 1.0 Stabilization in order trends with strong book to bill 4


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Transportation Solutions $ in Millions Sales Business Performance Actual Y/Y Growth Rates Down 7% Actual Organic $1,141 (7)% 1% Commercial Transportation 185 (11)% (5)% Sensors 181 1% 9% * $1,507 (7)% 1% Automotive $1,612 $1,507 Organic Up 1% Q1 2015 Q1 2016 Actual Orders $1,583 (5)% Transportation Solutions Organic 3% 20.9% Q1 2015 5 Commercial Transportation impacted by continued weakness in global construction and agriculture markets and the North America heavy truck markets Sensors momentum in automotive across multiple applications; Acquisition rationale playing out as expected • $280M, Down 17% TE Automotive sales performance driven by strength in EMEA and North America offsetting weakness in China • Adjusted Operating Income • • Adjusted Operating Margin Adjusted Operating Margin above Guidance expectations; Y/Y impacted by product mix and investment for growth 18.6% Q1 2016 * FY16 Sensors includes an extra 2 weeks of sales due to the timing of the Measurement Specialties acquisition in FY15 (Closed October 9th, 2014) Organic Sales Growth, Adjusted Operating Income and Adjusted Operating Margin are non-GAAP measures; see Appendix for description and reconciliation.


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Industrial Solutions $ in Millions Sales Business Performance Actual Y/Y Growth Rates Down 10% $784 Q1 2015 $728 (11)% 218 (6)% (3)% 34 (44)% (44)% 168 (7)% 4% Industrial Solutions (8)% (7)% Energy Organic (7)% Oil and Gas Q1 2016 $289 Aerospace & Defense $709 Actual Orders Organic Industrial Equipment Organic Down 6% Actual $709 (10)% (6)% $78M, Down 20% 12.5% 11.0% Q1 2015 EMEA strength driven by Energy and Industrial Equipment; North America and China impacted by corrections in the supply chain Distribution channel driving Y/Y declines; OEM business performance as expected • Oil and Gas market remains weak • Adjusted Operating Income • • Adjusted Operating Margin Adjusted Operating Margin down Y/Y as expected with declines in Oil and Gas business Q1 2016 6 Organic Sales Growth, Adjusted Operating Income and Adjusted Operating Margin are non-GAAP measures; see Appendix for description and reconciliation.


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Communications Solutions $ in Millions Sales Business Performance Actual Y/Y Growth Rates Down 6% Q1 2015 66% 66% Appliances 131 (17)% (13)% 264 (27)% (25)% Communications Solutions $617 (6)% (3)% Q1 2016 Actual $408 $222 Data & Devices $617 Organic Orders ex SubCom Organic SubCom $653 Down 3% Actual Organic (21)% (18)% • $86M, Up 30% Appliances impacted by significant weakness in Asia and supply chain corrections in the Americas Data & Devices decline Y/Y due to product exits, sluggish market in China and inventory corrections • Adjusted Operating Income • • Adjusted Operating Margin SubCom upside driven by an early program completion; multiple programs remain in force Adjusted Operating Margin in line with expectations excluding the impact of the early SubCom program completion 13.9% 10.1% Q1 2015 Q1 2016 7 Organic Sales Growth, Adjusted Operating Income and Adjusted Operating Margin are non-GAAP measures; see Appendix for description and reconciliation.


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Q1 Financial Summary ($ in Millions, except per share amounts) Q1 FY15 Q1 FY16 Net Sales $ 3,049 $ 2,833 Operating Income $ 425 $ 398 Acquisition Related Charges 51 6 Restructuring & Other Charges, net 25 40 Adjusted Operating Income $ 501 $ 444 Operating Margin 13.9% 14.0% Adjusted Operating Margin 16.4% 15.7% GAAP Earnings Per Share $ 1.05 $ 0.83 Acquisition Related Charges 0.09 0.01 Restructuring & Other Charges, net 0.06 0.07 (0.31) (0.07) Tax Items Adjusted EPS $ 0.89 $ 0.84 Adjusted EPS decline driven by foreign currency headwinds of $0.05 Adjusted Operating Income, Adjusted Operating Margin and Adjusted EPS are non-GAAP measures; see Appendix for description and reconciliation. 8


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TE Operating Advantage (TEOA) $ in Millions Adjusted Gross Margin Percentage 34.3% Free Cash Flow $237 33.4% $79 Q1 2015 Q1 2016 Adjusted Operating Margin 16.4% Q1 2015 15.7% Q1 2016 Q1 2015 Q1 2016 Adjusted EBITDA Margin 21.4% 20.8% Q1 2015 Q1 2016 Adjusted Margin resiliency in a challenging macro environment 9 Adjusted Gross Margin Percentage, Free Cash Flow, Adjusted Operating Margin and Adjusted EBITDA Margin are non-GAAP measures; See Appendix for description and reconciliation.


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Q2 Outlook Highlights Guidance* Transportation Solutions Industrial Solutions Up Mid Single Digits Organic • Automotive growth expected across regions and above 1% global auto production; Commercial Transportation strength in EMEA offsetting weaker North America Down Mid Single Digits • Industrial Solutions continues to be impacted by the slowdown in China, supply chain adjustments and Oil and Gas weakness Up Low Single Digits Down Mid Single Digits Organic • Communications impacted by weak China, supply chain adjustments and product exits Communications Solutions TE Connectivity Down Low Double Digits Down High Single Digits Organic Sales $2.88B to $3.08B Adjusted EPS $0.84 to $0.92 • SubCom Y/Y growth continues with execution on programs in force • Sales down 3% and down 1% organic Y/Y at midpoint • Sales impacted by $73M FX headwind Y/Y • Adjusted EPS down 3% at midpoint, includes ~$0.03 FX headwind Continued China weakness and supply chain adjustments impacting Q2 sales * Assumes foreign exchange rates and commodity prices that are consistent with current levels 10 Organic Sales Growth and Adjusted EPS are non-GAAP measures; see Appendix for description and reconciliation.


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FY16 Outlook Highlights Guidance* Transportation Solutions Industrial Solutions Communications Solutions Up High Single Digits Organic • Transportation remains strong with high single digit Automotive organic growth expected on 2% global auto production growth Flat Y/Y • Industrial and distribution inventory corrections expected to be completed in Q2 with growth expected in second half Up Mid Single Digits Up Low Single Digits Organic • Communications impacted by sale of Circuit Protection and product exits • SubCom sales expected to be up low double digits Y/Y Down High Single Digits Down Low Single Digits Organic • Sales up 1% at midpoint, up 4% organic at midpoint TE Connectivity Sales of $11.9B - $12.7B Adjusted EPS of $3.80 - $4.20 • FX impacting sales by ~$344M Y/Y • Adjusted EPS up 11% at midpoint, with ~$0.13 FX headwind • Includes a 53rd week, which will occur in the 4th quarter Sales Up 4% Organically, with 15% Adjusted EPS Growth Y/Y in Constant Currency * Assumes foreign exchange rates and commodity prices that are consistent with current levels 11 Organic Sales Growth, Adjusted EPS and Adjusted EPS in Constant Currency are non-GAAP measures; see Appendix for description and reconciliation.


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Additional Information 12


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Y/Y Q1 2016 Sales (in millions) Q1 2015 Results Adjusted EPS $3,049 $0.89 FX Impact (184) (0.05) Operational Performance (32) - Q1 2016 Results $2,833 $0.84 (Recast in March 23, 2015 Form 8-K) Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. 13


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Y/Y Q2 2016 Sales (in millions) Q2 2015 Results Adjusted EPS $3,082 $0.91 FX Impact (73) (0.03) Operational Performance (29) - $2,980 $0.88 Q2 2016 Guidance Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. Guidance Range Sales $2.88B - $3.08B Adjusted EPS $0.84 - $0.92 14


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Y/Y 2016 Sales (in millions) 2015 Results $12,233 0.53 $12,300 2016 Guidance* (0.13) 411 Operational Performance, Including Share Buyback $3.60 (344) FX Impact $4.00 Adjusted EPS is a non-GAAP measure; See Appendix for description and reconciliation. * 53 Week Year Guidance Range Sales $11.9B - $12.7B Adjusted EPS $3.80 - $4.20 15 Adjusted EPS


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Q1 Balance Sheet & Cash Flow Summary Free Cash Flow and Working Capital ($ in Millions) Liquidity, Cash & Debt Q1 2016 Q1 2015 $367 $205 (138) 8 (130) 4 $237 $79 Liquidity Summary ($ in Millions) Capital expenditures, net Tax payments, net Free Cash Flow Q1 2016 Q1 2015 Beginning Cash Balance $3,329 $2,457 237 79 (127) (118) (1,249) (155) Acquisitions, net of cash required - (1,511) Repayment of long-term debt - (223) Net increase in commercial paper - 270 Proceeds from exercise of share options 34 16 Other (1) 53 Ending Cash Balance $2,223 $868 Total Debt Cash from Continuing Operations $3,870 $4,133 Free Cash Flow Dividends Share repurchases A/R - $ Days Sales Outstanding* Inventory (Excl. CIP) - $ Days on Hand* Accounts Payable - $ Days Outstanding* $1,878 $2,036 61 60 $1,606 $1,686 78 75 $1,108 $1,252 54 56 Free Cash Flow is a non-GAAP measure, see Appendix for description * Adjusted to exclude the impact of acquisitions. 16


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Appendix 17


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Non-GAAP Measures “Organic Sales Growth,” “Sales in Constant Currency,” “Adjusted Gross Margin,” “Adjusted Gross Margin Percentage,” “Adjusted Operating Income,” “Adjusted Operating Income in Constant Currency,” “Adjusted Operating Margin,” “Adjusted Other Income, Net,” “Adjusted Income Tax Expense,” “Adjusted Effective Tax Rate,” ”Adjusted Income from Continuing Operations,” “Adjusted Earnings Per Share,” “Adjusted Earnings Per Share in Constant Currency,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” and “Free Cash Flow” are non-GAAP measures and should not be considered replacements for results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP measures may not be comparable to similarly-titled measures reported by other companies. The primary limitation of these measures is that they exclude the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using these non-GAAP measures in combination with the most directly comparable GAAP measures in order to better understand the amounts, character and impact of any increase or decrease in reported amounts. The following provides additional information regarding these non-GAAP measures: Organic Sales Growth – is a useful measure of our underlying results and trends in the business. It is also a significant component in our incentive compensation plans. The difference between reported net sales growth (the most comparable GAAP measure) and Organic Sales Growth consists of the impact from foreign currency exchange rates and acquisitions and divestitures, if any. Organic Sales Growth is a useful measure of our performance because it excludes items that: i) are not completely under management’s control, such as the impact of changes in foreign currency exchange rates; or ii) do not reflect the underlying growth of the company, such as acquisition and divestiture activity. Sales in Constant Currency – represents net sales (the most comparable GAAP measure) excluding the impact of fluctuations in foreign currency exchange rates between periods. We believe constant currency information provides valuable supplemental information regarding our sales. Adjusted Gross Margin and Adjusted Gross Margin Percentage – represent gross margin and gross margin percentage (the most comparable GAAP measures) before special items including acquisition related charges, if any. We present Adjusted Gross Margin and Adjusted Gross Margin Percentage before special items to give investors a perspective on the underlying business results. These measures should be considered in conjunction with gross margin calculated using our GAAP results in order to understand the amounts, character and impact of adjustments to gross margin. Adjusted Operating Income – represents operating income (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We utilize Adjusted Operating Income to assess segment level core operating performance and to provide insight to management in evaluating segment operating plan execution and underlying market conditions. It also is a significant component in our incentive compensation plans. Adjusted Operating Income is a useful measure for investors because it provides insight into our underlying operating results, trends, and the comparability of these results between periods. Adjusted Operating Income in Constant Currency – represents Adjusted Operating Income excluding the impact of fluctuations in foreign currency exchange rates between periods. We believe constant currency information provides valuable supplemental information regarding our operating income. Adjusted Operating Margin – represents operating margin (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We present Adjusted Operating Margin before special items to give investors a perspective on the underlying business results. This measure should be considered in conjunction with operating margin calculated using our GAAP results in order to understand the amounts, character and impact of adjustments to operating margin. Adjusted Other Income, Net – represents other income, net (the most comparable GAAP measure) before special items including tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, if any. We present Adjusted Other Income, Net as we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. 18


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Non-GAAP Measures (cont.) Adjusted Income Tax Expense – represents income tax expense (the most comparable GAAP measure) after adjusting for the tax effect of special items including charges related to restructuring and other charges, acquisition related charges, impairment charges, other income or charges, and certain significant special tax items, if any. We present Adjusted Income Tax Expense to provide investors further information regarding the tax effects of adjustments used in determining the non-GAAP financial measure Adjusted Income from Continuing Operations (as defined below). Adjusted Effective Tax Rate – represents effective income tax rate (the most comparable GAAP measure) after adjusting for the tax effect of special items including charges related to restructuring and other charges, acquisition related charges, impairment charges, other income or charges, and certain significant special tax items, if any. We present Adjusted Effective Tax Rate to provide investors further information regarding the tax rate effects of adjustments used in determining the non-GAAP financial measure Adjusted Income from Continuing Operations (as defined below). Adjusted Income from Continuing Operations – represents income from continuing operations attributable to TE Connectivity Ltd. (the most comparable GAAP measure) before special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items, other income or charges, if any, and, if applicable, the related tax effects. We present Adjusted Income from Continuing Operations as we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. Adjusted Income from Continuing Operations provides additional information regarding our underlying operating results, trends and the comparability of these results between periods. Adjusted Earnings Per Share – represents diluted earnings per share from continuing operations attributable to TE Connectivity Ltd. (the most comparable GAAP measure) before special items, including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax items, certain significant special tax items, other income or charges, if any, and, if applicable, the related tax effects. We present Adjusted Earnings Per Share because we believe that it is appropriate for investors to consider results excluding these items in addition to results in accordance with GAAP. We believe such a measure provides a picture of our results that is more comparable among periods since it excludes the impact of special items, which may recur, but tend to be irregular as to timing, thereby making comparisons between periods more difficult. It also is a significant component in our incentive compensation plans. Adjusted Earnings Per Share in Constant Currency – represents Adjusted Earnings Per Share excluding the impact of fluctuations in foreign currency exchange rates between periods. We believe constant currency information provides valuable supplemental information regarding our earnings per share. Adjusted EBITDA and Adjusted EBITDA Margin - represent net income and net income as a percentage of net sales (the most comparable GAAP measures) before interest expense, interest income, income taxes, depreciation, and amortization, as adjusted for net other income, income from discontinued operations, and special items including charges or income related to restructuring and other charges, acquisition related charges, impairment charges, and other income or charges, if any. We present Adjusted EBITDA and Adjusted EBITDA Margin to give investors a perspective in assessing our operating performance, trends, and the comparability of our results between periods. Free Cash Flow (FCF) – is a useful measure of our ability to generate cash. The difference between net cash provided by continuing operating activities (the most comparable GAAP measure) and Free Cash Flow consists mainly of significant cash outflows and inflows that we believe are useful to identify. We believe Free Cash Flow provides useful information to investors as it provides insight into the primary cash flow metric used by management to monitor and evaluate cash flows generated from our operations. Free Cash Flow is defined as net cash provided by continuing operating activities excluding voluntary pension contributions and the cash impact of special items, if any, minus net capital expenditures. Net capital expenditures consist of capital expenditures less proceeds from the sale of property, plant, and equipment. These items are subtracted because they represent longterm commitments. Voluntary pension contributions are excluded from the GAAP measure because this activity is driven by economic financing decisions rather than operating activity. Certain special items, including net payments related to pre-separation tax matters, also are considered by management in evaluating Free Cash Flow. Free Cash Flow subtracts certain cash items that are ultimately within management’s and the Board of Directors’ discretion to direct and may imply that there is less or more cash available for our programs than the most comparable GAAP measure indicates. It should not be inferred that the entire Free Cash Flow amount is available for future discretionary expenditures, as our definition of Free Cash Flow does not consider certain non-discretionary expenditures, such as debt payments. In addition, we may have other discretionary expenditures, such as discretionary dividends, share repurchases, and business acquisitions, that are not considered in the calculation of Free Cash Flow. 19


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Segment Summary for the Quarter Ended December 25, 2015 Net Sales For the Q uarters Ended December 25, December 26, 2015 2014 Segment Y/Y Actual Y/Y O rganic Sales Growth Sales Growth (1) O perating Margin for the Adjusted O perating Margin for the Q uarter Ended Q uarter Ended December 25, 2015 December 25, 2015 (1) ($ in millions) Transportation Solutions Industrial Solutions Communications Solutions Total (1) $ $ 1,507 709 617 2,833 $ $ 1,612 784 653 3,049 See description and reconciliation of non-GAAP measures contained in this Appendix. 20 (6.5) % (9.6) (5.5) (7.1) % 0.9 % (6.3) (3.0) (1.8) % 17.3 % 9.3 11.5 14.0 % 18.6 % 11.0 13.9 15.7 %


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Reconciliation of Net Sales Growth– Q1 16 vs. Q1 15 Percentage of Change in Net Sales for the Q uarter Ended December 25, 2015 Segment's Total versus Net Sales for the Q uarter Ended December 26, 2014 Net Sales for the O rganic (1) Translation (2) Acquisitions Q uarter Ended December 25, 2015 Total ($ in millions) Transportation Solutions (3): Automotive Commercial Transportation Sensors Total Industrial Solutions (3): Aerospace, Defense, Oil, and Gas: Aerospace and Defense Oil and Gas Aerospace, Defense, Oil, and Gas total Industrial Equipment Energy Total Communications Solutions (3): Data and Devices Subsea Communications Appliances Total Total (1) $ 10 (11) 16 15 0.8 % (5.2) 9.1 0.9 (6) (27) (33) (22) 6 (49) $ (2.7) (44.2) (11.2) (7.1) 3.5 (6.3) (88) 88 (20) (20) (54) (24.6) 65.7 (13.4) (3.0) (1.8) % $ (93) (13) (14) (120) $ - $ (83) (24) 2 (105) (12) (12) (16) (19) (47) $ 5 5 16 21 (13) (27) (40) (22) (13) (75) (9) (7) (16) (183) 21 (97) 88 (27) (36) (216) $ $ (6.8) % (11.5) 1.1 (6.5) 76 % 12 12 100 % (5.5) (44.2) (13.7) (7.1) (7.2) (9.6) 30 5 35 41 24 100 % (26.9) 65.7 (17.1) (5.5) (7.1) % 43 36 21 100 % Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes in foreign currency exchange rates. Organic net sales growth is a non-GAAP measure. See description of non-GAAP measures contained in this Appendix. (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. 21


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Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended December 25, 2015 Adjustments Acquisition Restructuring Related and O ther U.S. GAAP Charges Tax Items Charges, Net Adjusted (1) (Non-GAAP) (2) ($ in millions, except per share data) Operating Income: Transportation Solutions Industrial Solutions Communications Solutions Total $ $ Operating Margin 261 66 71 398 $ $ 3 3 6 $ $ 16 9 15 40 $ $ - $ $ 14.0% 15.7% Other Income, Net $ 8 $ - $ Income Tax Expense $ (58) $ (2) $ Effective Tax Rate 280 78 86 444 (12) $ $ (28) $ 8 $ (100) 15.2% 23.4% Income from Continuing Operations $ 324 $ 4 $ 28 $ (28) $ 328 Diluted Earnings per Share from Continuing Operations $ 0.83 $ 0.01 $ 0.07 $ (0.07) $ 0.84 (1) Income tax benefits related to deferred tax assets recognized in connection with the anticipated sale of the Circuit Protection Devices business. (2) 22 See description of non-GAAP measures contained in this Appendix.


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Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended December 26, 2014 Adjustments Acquisition Restructuring Related and O ther Tax Charges (1) U.S. GAAP Charges, Net Items (2) Adjusted (Non-GAAP) (3) ($ in millions, except per share data) Operating Income: Transportation Solutions Industrial Solutions Communications Solutions Total $ $ Operating Margin 295 86 44 425 $ $ 41 10 51 $ $ 1 2 22 25 $ $ - $ $ 13.9% 16.4% Other Income (Expense), Net $ (70) $ Income Tax (Expense) Benefit $ 109 $ (14) $ - $ 83 $ 13 $ (1) $ (211) $ (117) NM (4) Effective Tax Rate 337 98 66 501 24.1% Income from Continuing Operations $ 435 $ 37 $ 24 $ (128) $ 368 Diluted Earnings per Share from Continuing Operations $ 1.05 $ 0.09 $ 0.06 $ (0.31) $ 0.89 (1) Includes $24 million of acquisition and integration costs and $27 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales. (2) Includes $189 million of income tax benefits associated with the settlement of audits of prior year income tax returns as well as the related impact of $83 million to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. Also includes income tax benefits related to the impacts of certain non-U.S. tax law changes and the associated reduction in the valuation allowance for tax loss carryforwards. (3) See description of non-GAAP measures contained in this Appendix. (4) Not meaningful. 23


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Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Quarter Ended March 27, 2015 Adjustments Acquisition Restructuring Related and O ther Tax Charges, Net Items (2) Charges U.S. GAAP (1) Adjusted (Non-GAAP) (3) ($ in millions, except per share data) Operating Income: Transportation Solutions Industrial Solutions Communications Solutions Total $ $ Operating Margin 323 84 41 448 $ $ 10 12 22 $ $ 16 20 36 $ $ - $ $ 14.5% 16.4% Other Income (Expense), Net $ (5) $ - $ Income Tax Expense $ (94) $ (4) $ Effective Tax Rate 333 112 61 506 (10) $ 11 $ 6 $ 5 $ (103) 22.9% 21.5% Income from Continuing Operations $ 316 $ 18 $ 26 $ 16 $ 376 Diluted Earnings per Share from Continuing Operations $ 0.77 $ 0.04 $ 0.06 $ 0.04 $ 0.91 (1) Includes $6 million of non-cash amortization associated with fair value adjustments related to acquired inventories and customer order backlog recorded in cost of sales, $14 million of acquisition and integration costs, and $2 million of restructuring costs. (2) Includes an income tax charge for the estimated tax impacts of certain intercompany dividends related to the restructuring and anticipated sale of the Broadband Network Solutions business. Also includes an income tax benefit associated with the settlement of audits of prior year income tax returns and the related impact to other expense pursuant to the tax sharing agreement with Tyco International and Covidien. (3) See description of non-GAAP measures contained in this Appendix. 24


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Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures for the Year Ended September 25, 2015 Adjustments Acquisition Restructuring Related Charges U.S. GAAP and O ther (1) Tax Items Charges, Net Adjusted (2) (Non-GAAP) (3) ($ in millions, except per share data) Operating Income: Transportation Solutions Industrial Solutions Communications Solutions Total $ $ Operating Margin 1,193 352 204 1,749 $ $ 61 33 94 $ $ 39 44 66 149 $ $ - $ $ 14.3% 16.3% Other Income (Expense), Net $ (55) $ Income Tax Expense $ (337) $ Effective Tax Rate 1,293 429 270 1,992 (22) $ $ (29) $ 84 $ 29 $ (36) $ (424) 21.4% 22.3% 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 (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) 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 M easurement 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. (3) 25 See description of non-GAAP measures contained in this Appendix.


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Reconciliation of Gross Margin & Gross Margin Percentage For the Q uarters Ended December 25, September 25, December 26, 2015 2015 2014 ($ in millions) Net Sales Cost of Sales Gross Margin $ Gross Margin Percentage Adjusted Gross Margin Percentage (1) (1) 26 $ 2,984 2,016 968 $ 3,049 2,029 1,020 33.4% $ 32.4% 33.5% 1 Acquisition Related Charges Adjusted Gross Margin (1) 2,833 1,888 945 2 27 946 33.4% See description of non-GAAP measures contained in this Appendix. $ 970 32.5% $ 1,047 34.3%


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Reconciliation of Free Cash Flow For the Q uarters Ended December 25, December 26, 2015 2014 (in millions) Net cash provided by continuing operating activities Capital expenditures, net Payments related to pre-separation U.S. tax matters, net Payments related to income taxes on the sale of the Broadband Network Solutions business $ 367 (138) 1 7 $ 205 (130) 4 - Free cash flow (1) $ 237 $ 79 (1) See description of non-GAAP measures contained in this Appendix. 27


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Reconciliation of Adjusted EBITDA Margin For the Q uarters Ended December 25, December 26, 2015 2014 ($ in millions) Net Income (Income) from discontinued operations Income tax expense (benefit) Other (income) expense, net Interest expense Interest income Operating Income Acquisition related charges Restructuring and other charges, net Adjusted Operating Income (1) Depreciation and amortization (2) Adjusted EBITDA (1) Net Sales Net income as a % of net sales Adjusted EBITDA margin (1) (1) (2) $ $ 353 (29) 58 (8) 30 (6) 398 6 40 444 $ 145 589 $ $ 2,833 12.5% 20.8% $ $ 472 (37) (109) 70 34 (5) 425 51 25 501 $ 150 651 $ $ 3,049 15.5% 21.4% See description of non-GAAP measures contained in this Appendix. Excludes $1 million and $10 million of non-cash amortization associated with fair value adjustments related to acquired customer order backlog for the quarters ended December 25, 2015 and December 26, 2014, respectively, as these charges are included in the acquisition related charges line. 28


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Reconciliation of Forward-Looking Non-GAAP Financial Measures to Forward-Looking GAAP Financial Measures for Q2 2016 and Fiscal 2016 O utlook for Q uarter Ending March 25, 2016 Diluted earnings per share from continuing operations Connectivity Ltd. (GAAP) Restructuring and other charges, net Acquisition related charges Tax items Adjusted diluted earnings per share from continuing operations (non-GAAP) (1) Net sales growth (GAAP) Translation (Acquisitions) divestitures Organic net sales growth (non-GAAP) (1) (1) See description of non-GAAP measures contained in this Appendix. 29 O utlook for Fiscal 2016 $0.78 - $0.86 0.05 0.01 - $3.66 - $4.06 0.18 0.03 (0.07) $0.84 - $0.92 $3.80 - $4.20 (7) - 0% (3) - 4% 2 3 1 (4) - 3% 1 1 - 8%


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Impact of Changes in Foreign Currency Exchange Rates for Q1 2016, Q2 2016 and Fiscal 2016 Adjusted O perating (1) Income Adjusted EPS Net Sales (in millions, except per share data) Quarter ended December 26, 2014 $ Impact of changes in foreign currency exchange rates (184) Operational performance Quarter ended December 25, 2015 3,049 $ (32) 2,833 $ (2) 501 (30) $ (27) 444 (1) Adjusted EPS Net Sales (in millions, except per share data) Quarter ended March 27, 2015 $ Impact of changes in foreign currency exchange rates Outlook for the quarter ending March 25, 2016 $ 0.91 (73) Operational performance (3) 3,082 $ (0.03) (29) 2,980 0.88 $ (1) Adjusted EPS Net Sales (in millions, except per share data) Year ended September 25, 2015 $ Operational performance Outlook for the year ending September 30, 2016 (1) (3) $ 12,233 3.60 (344) Impact of changes in foreign currency exchange rates (0.13) 411 12,300 $ 0.53 4.00 See description of non-GAAP measures contained in this Appendix. Includes $1 million impact of changes in foreign currency exchange rates on sales from acquisitions. (3) Outlook is as of January 20, 2016. (2) 30 $ (1) 0.89 (0.05) $ 0.84


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