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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-Q

(Mark One)    

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2017

Or

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

001-33260
(Commission File Number)



LOGO

TE CONNECTIVITY LTD.
(Exact name of registrant as specified in its charter)

Switzerland
(Jurisdiction of Incorporation)
  98-0518048
(I.R.S. Employer Identification No.)

Rheinstrasse 20
CH-8200 Schaffhausen, Switzerland

(Address of principal executive offices)

+41 (0)52 633 66 61
(Registrant's telephone number)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated
filer ý

  Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting
company o
  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. Yes o    No o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        The number of common shares outstanding as of April 21, 2017 was 355,027,307.

   


Table of Contents


TE CONNECTIVITY LTD.
INDEX TO FORM 10-Q

 
   
  Page  

Part I.

 

Financial Information

       

Item 1.

 

Financial Statements

    1  

 

Condensed Consolidated Statements of Operations for the Quarters and Six Months Ended March 31, 2017 and March 25, 2016 (Unaudited)

    1  

 

Condensed Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended March 31, 2017 and March 25, 2016 (Unaudited)

    2  

 

Condensed Consolidated Balance Sheets as of March 31, 2017 and September 30, 2016 (Unaudited)

    3  

 

Condensed Consolidated Statements of Shareholders' Equity for the Six Months Ended March 31, 2017 and March 25, 2016 (Unaudited)

    4  

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2017 and March 25, 2016 (Unaudited)

    5  

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

    6  

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

    27  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

    42  

Item 4.

 

Controls and Procedures

    42  

Part II.

 

Other Information

       

Item 1.

 

Legal Proceedings

    43  

Item 1A.

 

Risk Factors

    43  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

    43  

Item 6.

 

Exhibits

    44  

Signatures

    45  

Table of Contents


PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions, except per share data)
 

Net sales

  $ 3,227   $ 2,952   $ 6,290   $ 5,785  

Cost of sales

    2,119     1,990     4,117     3,878  

Gross margin

    1,108     962     2,173     1,907  

Selling, general, and administrative expenses

    412     367     784     707  

Research, development, and engineering expenses

    162     156     320     318  

Acquisition and integration costs

    2     3     4     8  

Restructuring and other charges (credits), net

    59     (99 )   106     (59 )

Operating income

    473     535     959     933  

Interest income

    6     4     11     10  

Interest expense

    (32 )   (32 )   (63 )   (62 )

Other income (expense), net

    (2 )   12     (2 )   20  

Income from continuing operations before income taxes

    445     519     905     901  

Income tax expense

    (39 )   (130 )   (93 )   (188 )

Income from continuing operations

    406     389     812     713  

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

    (1 )   (9 )   2     20  

Net income

  $ 405   $ 380   $ 814   $ 733  

Basic earnings per share:

   
 
   
 
   
 
   
 
 

Income from continuing operations

  $ 1.14   $ 1.07   $ 2.28   $ 1.90  

Income (loss) from discontinued operations

        (0.02 )   0.01     0.05  

Net income

    1.14     1.04     2.29     1.95  

Diluted earnings per share:

   
 
   
 
   
 
   
 
 

Income from continuing operations

  $ 1.13   $ 1.06   $ 2.26   $ 1.88  

Income (loss) from discontinued operations

        (0.02 )   0.01     0.05  

Net income

    1.13     1.03     2.27     1.93  

Dividends paid per common share

 
$

0.37
 
$

0.33
 
$

0.74
 
$

0.66
 

Weighted-average number of shares outstanding:

   
 
   
 
   
 
   
 
 

Basic

    356     364     356     375  

Diluted

    359     368     359     379  

   

See Notes to Condensed Consolidated Financial Statements.

1


Table of Contents


TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Net income

  $ 405   $ 380   $ 814   $ 733  

Other comprehensive income (loss):

                         

Currency translation

    83     (7 )   (102 )   (92 )

Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes

    12     12     25     14  

Gains on cash flow hedges, net of income taxes

    19     9     35     2  

Other comprehensive income (loss)

    114     14     (42 )   (76 )

Comprehensive income

  $ 519   $ 394   $ 772   $ 657  

   

See Notes to Condensed Consolidated Financial Statements.

2


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TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 
  March 31,
2017
  September 30,
2016
 
 
  (in millions, except share
data)

 

Assets

             

Current assets:

             

Cash and cash equivalents

  $ 773   $ 647  

Accounts receivable, net of allowance for doubtful accounts of $18 and $17, respectively

    2,244     2,046  

Inventories

    1,660     1,596  

Prepaid expenses and other current assets

    469     486  

Total current assets

    5,146     4,775  

Property, plant, and equipment, net

    3,046     3,052  

Goodwill

    5,382     5,492  

Intangible assets, net

    1,768     1,879  

Deferred income taxes

    2,280     2,111  

Other assets

    434     299  

Total Assets

  $ 18,056   $ 17,608  

Liabilities and Shareholders' Equity

             

Current liabilities:

             

Short-term debt

  $ 879   $ 331  

Accounts payable

    1,226     1,090  

Accrued and other current liabilities

    1,701     1,437  

Deferred revenue

    129     208  

Total current liabilities

    3,935     3,066  

Long-term debt

    3,073     3,739  

Long-term pension and postretirement liabilities

    1,474     1,502  

Deferred income taxes

    197     207  

Income taxes

    276     247  

Other liabilities

    348     362  

Total Liabilities

    9,303     9,123  

Commitments and contingencies (Note 7)

             

Shareholders' equity:

             

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

    168     168  

Contributed surplus

    1,147     1,801  

Accumulated earnings

    9,661     8,682  

Treasury shares, at cost, 27,525,920 and 27,554,005 shares, respectively

    (1,639 )   (1,624 )

Accumulated other comprehensive loss

    (584 )   (542 )

Total Shareholders' Equity

    8,753     8,485  

Total Liabilities and Shareholders' Equity

  $ 18,056   $ 17,608  

   

See Notes to Condensed Consolidated Financial Statements.

3


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TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(UNAUDITED)

 
  Common Shares   Treasury Shares    
   
  Accumulated
Other
Comprehensive
Loss
   
 
 
  Contributed
Surplus
  Accumulated
Earnings
  Total
Shareholders'
Equity
 
 
  Shares   Amount   Shares   Amount  
 
  (in millions)
 

Balance at September 30, 2016

    383   $ 168     (28 ) $ (1,624 ) $ 1,801   $ 8,682   $ (542 ) $ 8,485  

Adoption of ASU No. 2016-09

                        165         165  

Net income

                        814         814  

Other comprehensive loss

                            (42 )   (42 )

Share-based compensation expense

                    47             47  

Dividends approved

                    (569 )           (569 )

Exercise of share options

            2     64                 64  

Restricted share award vestings and other activity

            1     126     (132 )           (6 )

Repurchase of common shares

            (3 )   (205 )               (205 )

Balance at March 31, 2017

    383   $ 168     (28 ) $ (1,639 ) $ 1,147   $ 9,661   $ (584 ) $ 8,753  

Balance at September 25, 2015

   
414
 
$

182
   
(20

)

$

(1,256

)

$

4,359
 
$

6,673
 
$

(373

)

$

9,585
 

Net income

                        733         733  

Other comprehensive loss

                            (76 )   (76 )

Share-based compensation expense

                    44             44  

Dividends approved

                    (514 )           (514 )

Exercise of share options

            2     61                 61  

Restricted share award vestings and other activity

            1     112     (124 )           (12 )

Repurchase of common shares

            (40 )   (2,415 )               (2,415 )

Balance at March 25, 2016

    414   $ 182     (57 ) $ (3,498 ) $ 3,765   $ 7,406   $ (449 ) $ 7,406  

   

See Notes to Condensed Consolidated Financial Statements.

4


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TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Cash Flows From Operating Activities:

             

Net income

  $ 814   $ 733  

Income from discontinued operations, net of income taxes

    (2 )   (20 )

Income from continuing operations

    812     713  

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

             

Depreciation and amortization

    312     290  

Deferred income taxes

    (118 )   (52 )

Provision for losses on accounts receivable and inventories

    9     23  

Share-based compensation expense

    47     43  

Gain on divestiture

        (146 )

Other

    12     43  

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

             

Accounts receivable, net

    (215 )   9  

Inventories

    (69 )   (61 )

Prepaid expenses and other current assets

    32     302  

Accounts payable

    148     (16 )

Accrued and other current liabilities

    13     (138 )

Deferred revenue

    (83 )   (70 )

Income taxes

    33     (396 )

Other

    (8 )   3  

Net cash provided by continuing operating activities

    925     547  

Net cash used in discontinued operating activities

        (2 )

Net cash provided by operating activities

    925     545  

Cash Flows From Investing Activities:

             

Capital expenditures

    (289 )   (270 )

Proceeds from sale of property, plant, and equipment

    8     1  

Acquisition of business, net of cash acquired

        (6 )

Proceeds from divestiture of business, net of cash retained by business sold

        261  

Other

    (16 )   29  

Net cash provided by (used in) investing activities

    (297 )   15  

Cash Flows From Financing Activities:

             

Net increase (decrease) in commercial paper

    (162 )   150  

Proceeds from issuance of debt

    89     350  

Repayment of debt

        (500 )

Proceeds from exercise of share options

    64     61  

Repurchase of common shares

    (198 )   (2,523 )

Payment of common share dividends to shareholders

    (263 )   (245 )

Other

    (22 )   (32 )

Net cash used in continuing financing activities

    (492 )   (2,739 )

Net cash provided by discontinued financing activities

        2  

Net cash used in financing activities

    (492 )   (2,737 )

Effect of currency translation on cash

    (10 )   (2 )

Net increase (decrease) in cash and cash equivalents

    126     (2,179 )

Cash and cash equivalents at beginning of period

    647     3,329  

Cash and cash equivalents at end of period

  $ 773   $ 1,150  

   

See Notes to Condensed Consolidated Financial Statements.

5


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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation and Accounting Pronouncements

        The unaudited Condensed Consolidated Financial Statements of TE Connectivity Ltd. ("TE Connectivity" or the "Company," which may be referred to as "we," "us," or "our") have been prepared in United States ("U.S.") dollars, in accordance with accounting principles generally accepted in the U.S. ("GAAP") and the instructions to Form 10-Q under the Securities Exchange Act of 1934, as amended. In management's opinion, the unaudited Condensed Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period.

        The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016.

        Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2017 and fiscal 2016 are to our fiscal years ending September 29, 2017 and September 30, 2016, respectively.

        In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 which created new Accounting Standards Codification ("ASC") topic 606, Revenue from Contracts with Customers. This guidance supersedes ASC 605, Revenue Recognition, and introduces a single, comprehensive, five-step revenue recognition model. ASC 606 also enhances disclosures related to revenue recognition. ASC 606, as amended, is effective for us in the first quarter of fiscal 2019 and allows for either a full retrospective or a modified retrospective approach at adoption. We have not yet selected a transition approach and are continuing to assess the impact of adopting ASC 606. Based on the initial evaluation of our current contracts and revenue streams, we do not expect adoption will have a material impact on our results of operations or financial position. We believe we are following an appropriate timeline to allow for the proper recognition, reporting, and disclosure of revenue upon adoption of ASC 606 at the beginning of fiscal 2019.

        In March 2016, the FASB issued ASU No. 2016-09, an update to ASC 718, Compensation—Stock Compensation, to simplify various aspects of accounting for share-based payments to employees. We elected to early adopt this update in the first quarter of fiscal 2017. The provisions of the update addressing the accounting for excess tax benefits and deficiencies were adopted using a modified retrospective transition approach, with a cumulative-effect adjustment to beginning accumulated earnings and a corresponding increase in deferred tax assets of $165 million. The provision of the update addressing the presentation on the statement of cash flows of employee taxes paid via the withholding of shares was applied retrospectively and did not have a material impact on our Condensed Consolidated Financial Statements. Adoption of other provisions, which were applied prospectively, also did not have a material impact on our Condensed Consolidated Financial Statements.

6


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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

2. Restructuring and Other Charges (Credits), Net

        Net restructuring and other charges (credits) consisted of the following:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Restructuring charges, net

  $ 59   $ 26   $ 105   $ 61  

Gain on divestiture

        (146 )       (146 )

Other charges

        21     1     26  

  $ 59   $ (99 ) $ 106   $ (59 )

Restructuring Charges, Net

        Net restructuring charges by segment were as follows:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Transportation Solutions

  $ 33   $ 4   $ 57   $ 19  

Industrial Solutions

    19     14     39     23  

Communications Solutions

    7     8     9     19  

Restructuring charges, net

  $ 59   $ 26   $ 105   $ 61  

7


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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

2. Restructuring and Other Charges (Credits), Net (Continued)

        Activity in our restructuring reserves during the six months ended March 31, 2017 is summarized as follows:

 
  Balance at
September 30,
2016
  Charges   Changes
in
Estimates
  Cash
Payments
  Non-Cash
Items
  Currency
Translation
  Balance at
March 31,
2017
 
 
  (in millions)
 

Fiscal 2017 Actions:

                                           

Employee severance

  $   $ 94   $   $ (11 ) $   $   $ 83  

Property, plant, and equipment

        6             (6 )        

Total

        100         (11 )   (6 )       83  

Fiscal 2016 Actions:

                                           

Employee severance

    54     8         (21 )       (1 )   40  

Facility and other exit costs

        1         (1 )            

Total

    54     9         (22 )       (1 )   40  

Pre-Fiscal 2016 Actions:

                                           

Employee severance

    25         (4 )   (5 )       (1 )   15  

Facility and other exit costs

    12             (2 )           10  

Total

    37         (4 )   (7 )       (1 )   25  

Total Activity

  $ 91   $ 109   $ (4 ) $ (40 ) $ (6 ) $ (2 ) $ 148  

        During fiscal 2017, we initiated a restructuring program associated with headcount reductions impacting all segments and product line closures primarily impacting the Transportation Solutions and Industrial Solutions segments. In connection with this program, during the six months ended March 31, 2017, we recorded restructuring charges of $100 million. We expect to complete all restructuring actions commenced during the six months ended March 31, 2017 by the end of fiscal 2018 and to incur total charges of approximately $120 million with remaining charges primarily related to employee severance.

        The following table summarizes expected, incurred, and remaining charges for the fiscal 2017 program by segment:

 
  Total
Expected
Charges
  Cumulative
Charges
Incurred
  Remaining
Expected
Charges
 
 
  (in millions)
 

Transportation Solutions

  $ 60   $ 55   $ 5  

Industrial Solutions

    52     38     14  

Communications Solutions

    8     7     1  

Total

  $ 120   $ 100   $ 20  

8


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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

2. Restructuring and Other Charges (Credits), Net (Continued)

        During fiscal 2016, we initiated a restructuring program associated with headcount reductions impacting all segments and product line closures in the Communications Solutions segment. In connection with this program, during the six months ended March 31, 2017 and March 25, 2016, we recorded restructuring charges of $9 million and $60 million, respectively. We expect to complete all restructuring actions commenced during fiscal 2016 by the end of fiscal 2019 and to incur total charges of approximately $168 million with remaining charges related primarily to employee severance.

        The following table summarizes expected, incurred, and remaining charges for the fiscal 2016 program by segment:

 
  Total
Expected
Charges
  Cumulative
Charges
Incurred
  Remaining
Expected
Charges
 
 
  (in millions)
 

Transportation Solutions

  $ 44   $ 41   $ 3  

Industrial Solutions

    30     29     1  

Communications Solutions

    94     69     25  

Total

  $ 168   $ 139   $ 29  

        Prior to fiscal 2016, we initiated a restructuring program associated with headcount reductions and product line closures, primarily impacting the Communications Solutions and Industrial Solutions segments. During the six months ended March 31, 2017 and March 25, 2016, we recorded restructuring credits of $4 million and charges of $1 million, respectively, related to pre-fiscal 2016 actions. We do not expect to incur any additional charges related to pre-fiscal 2016 actions.

        Restructuring reserves included on the Condensed Consolidated Balance Sheets were as follows:

 
  March 31,
2017
  September 30,
2016
 
 
  (in millions)
 

Accrued and other current liabilities

  $ 123   $ 64  

Other liabilities

    25     27  

Restructuring reserves

  $ 148   $ 91  

Gain on Divestiture

        During the quarter ended March 25, 2016, we sold our Circuit Protection Devices ("CPD") business for $350 million, subject to working capital adjustments, of which we received $261 million during the quarter ended March 25, 2016. We recognized a pre-tax gain of $146 million on the transaction. The CPD business was reported in our Communications Solutions segment.

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

2. Restructuring and Other Charges (Credits), Net (Continued)

Other Charges, Net

        During the six months ended March 25, 2016, we incurred charges of $15 million related to the write-off of certain investments and costs of $11 million associated with the divestiture of certain businesses.

3. Inventories

        Inventories consisted of the following:

 
  March 31,
2017
  September 30,
2016
 
 
  (in millions)
 

Raw materials

  $ 265   $ 241  

Work in progress

    524     504  

Finished goods

    738     669  

Inventoried costs on long-term contracts

    133     182  

Inventories

  $ 1,660   $ 1,596  

4. Goodwill

        The changes in the carrying amount of goodwill by segment were as follows:

 
  Transportation
Solutions
  Industrial
Solutions
  Communications
Solutions
  Total  
 
  (in millions)
 

September 30, 2016(1)

  $ 1,903   $ 3,005   $ 584   $ 5,492  

Currency translation and other(2)

    (22 )   (82 )   (6 )   (110 )

March 31, 2017(1)

  $ 1,881   $ 2,923   $ 578   $ 5,382  

(1)
At March 31, 2017 and September 30, 2016, accumulated impairment losses for the Transportation Solutions, Industrial Solutions, and Communications Solutions segments were $2,191 million, $669 million, and $1,514 million, respectively.

(2)
Includes a reduction of goodwill of $36 million associated with adjustments made to the purchase price allocation of certain fiscal 2016 acquisitions primarily within the Industrial Solutions segment.

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

5. Intangible Assets, Net

        Intangible assets consisted of the following:

 
  March 31, 2017   September 30, 2016  
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Net
Carrying
Amount
  Gross
Carrying
Amount
  Accumulated
Amortization
  Net
Carrying
Amount
 
 
  (in millions)
 

Customer relationships

  $ 1,309   $ (251 ) $ 1,058   $ 1,332   $ (212 ) $ 1,120  

Intellectual property

    1,281     (592 )   689     1,300     (563 )   737  

Other

    36     (15 )   21     36     (14 )   22  

Total

  $ 2,626   $ (858 ) $ 1,768   $ 2,668   $ (789 ) $ 1,879  

        Intangible asset amortization expense was $41 million and $34 million for the quarters ended March 31, 2017 and March 25, 2016, respectively, and $83 million and $68 million for the six months ended March 31, 2017 and March 25, 2016, respectively.

        The aggregate amortization expense on intangible assets is expected to be as follows:

 
  (in millions)  

Remainder of fiscal 2017

  $ 86  

Fiscal 2018

    171  

Fiscal 2019

    169  

Fiscal 2020

    161  

Fiscal 2021

    158  

Fiscal 2022

    157  

Thereafter

    866  

Total

  $ 1,768  

6. Debt

        During the six months ended March 31, 2017, we reclassified $708 million of 6.55% senior notes due 2017 from long-term debt to short-term debt on the Condensed Consolidated Balance Sheet.

        As of March 31, 2017, Tyco Electronics Group S.A. ("TEGSA"), our 100%-owned subsidiary, had $168 million of commercial paper outstanding at a weighted-average interest rate of 1.18%. TEGSA had $330 million of commercial paper outstanding at a weighted-average interest rate of 0.69% at September 30, 2016.

        The fair value of our debt, based on indicative valuations, was approximately $4,187 million and $4,424 million at March 31, 2017 and September 30, 2016, respectively.

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7. Commitments and Contingencies

        In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

        We are involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods. As of March 31, 2017, we concluded that it was probable that we would incur remedial costs in the range of $16 million to $42 million, and that the best estimate within this range was $19 million. We believe that any potential payment of such estimated amounts will not have a material adverse effect on our results of operations, financial position, or cash flows.

        In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows.

        At March 31, 2017, we had outstanding letters of credit, letters of guarantee, and surety bonds of $269 million.

        In the normal course of business, we are liable for contract completion and product performance. In the opinion of management, such obligations will not materially affect our results of operations, financial position, or cash flows.

        We generally record estimated product warranty costs when contract revenues are recognized under the percentage-of-completion method for construction related contracts; other warranty reserves are not significant. The estimation is based primarily on historical experience and actual warranty claims. Amounts accrued for warranty claims were $47 million and $48 million at March 31, 2017 and September 30, 2016, respectively.

        In fiscal 2007, we became an independent, publicly traded company owning the former electronics businesses of Tyco International plc ("Tyco International"). On June 29, 2007, Tyco International

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7. Commitments and Contingencies (Continued)

distributed all of our shares, as well as its shares of its former healthcare businesses ("Covidien"), to its common shareholders (the "separation"). As a result of subsequent transactions, Tyco International and Covidien now operate as part of Johnson Controls International plc and Medtronic plc, respectively.

        Upon separation, we entered into a Tax Sharing Agreement, under which we share responsibility for certain of our, Tyco International's, and Covidien's income tax liabilities based on a sharing formula for periods prior to and including June 29, 2007. We, Tyco International, and Covidien share 31%, 27%, and 42%, respectively, of income tax liabilities that arise from adjustments made by tax authorities to our, Tyco International's, and Covidien's income tax returns. Pursuant to the Tax Sharing Agreement, we entered into certain guarantee commitments and indemnifications with Tyco International and Covidien. We have substantially settled all pre-separation U.S. federal income tax matters with the Internal Revenue Service ("IRS"). Certain shared U.S. state and non-U.S. income tax matters remain open. We do not expect these matters will have a material effect on our results of operations, financial position, or cash flows.

8. Financial Instruments

        We hedge our net investment in certain foreign operations using intercompany non-derivative financial instruments denominated in the same currencies. The aggregate notional value of these hedges was $3,258 million and $3,480 million at March 31, 2017 and September 30, 2016, respectively. The impacts of our hedging program were as follows:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Foreign exchange gains (losses)(1)

  $ (78 ) $ (54 ) $ 144   $ 1  

(1)
These foreign exchange gains and losses were recorded as currency translation, a component of accumulated other comprehensive loss, offsetting foreign exchange losses and gains attributable to the translation of the net investment.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

9. Retirement Plans

        The net periodic pension benefit cost for all U.S. and non-U.S. defined benefit pension plans was as follows:

 
  U.S. Plans   Non-U.S. Plans  
 
  For the
Quarters Ended
  For the
Quarters Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Service cost

  $ 3   $ 2   $ 13   $ 12  

Interest cost

    11     12     9     14  

Expected return on plan assets

    (14 )   (14 )   (17 )   (17 )

Amortization of net actuarial loss

    10     10     10     9  

Amortization of prior service credit

            (1 )   (2 )

Net periodic pension benefit cost

  $ 10   $ 10   $ 14   $ 16  

 

 
  U.S. Plans   Non-U.S. Plans  
 
  For the
Six Months Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Service cost

  $ 6   $ 4   $ 26   $ 24  

Interest cost

    22     25     18     27  

Expected return on plan assets

    (27 )   (29 )   (35 )   (35 )

Amortization of net actuarial loss

    20     20     21     18  

Amortization of prior service credit

            (3 )   (3 )

Net periodic pension benefit cost

  $ 21   $ 20   $ 27   $ 31  

        During the six months ended March 31, 2017, we contributed $16 million to our non-U.S. pension plans.

10. Income Taxes

        We recorded income tax expense of $39 million and $130 million for the quarters ended March 31, 2017 and March 25, 2016, respectively. The income tax expense for the quarter ended March 31, 2017 included a $24 million income tax benefit resulting from lapses of statutes of limitations in the U.S. and certain non-U.S. jurisdictions, and a $22 million income tax benefit associated with the tax impacts of certain intercompany transactions. The income tax expense for the quarter ended March 25, 2016 included a $42 million income tax charge associated with the gain on the sale of our CPD business.

        We recorded income tax expense of $93 million and $188 million for the six months ended March 31, 2017 and March 25, 2016, respectively. The tax expense for the six months ended March 31, 2017 included a $52 million income tax benefit associated with the tax impacts of certain intercompany transactions and the corresponding reduction in the valuation allowance for U.S. tax loss carryforwards, as well as a $24 million income tax benefit resulting from lapses of statutes of limitations in the U.S.

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10. Income Taxes (Continued)

and certain non-U.S. jurisdictions. The tax expense for the six months ended March 25, 2016 included a $42 million income tax charge associated with the gain on the sale of our CPD business, partially offset by a $25 million income tax benefit related primarily to deferred tax assets recognized in connection with the sale.

        We record accrued interest as well as penalties related to uncertain tax positions as part of income tax expense. As of March 31, 2017 and September 30, 2016, we had $57 million and $54 million, respectively, of accrued interest and penalties related to uncertain tax positions on the Condensed Consolidated Balance Sheets, recorded primarily in income taxes. During the six months ended March 31, 2017, we recognized income tax benefits of $2 million related to interest and penalties on the Condensed Consolidated Statement of Operations.

        During the second quarter of fiscal 2016, we made a pre-payment to the IRS of $443 million for tax deficiencies related to pre-separation U.S. tax matters. Concurrent with remitting this payment, we received net reimbursements of $303 million from Tyco International and Covidien pursuant to indemnifications for pre-separation tax matters. As previously reported, we have substantially settled all pre-separation U.S. federal income tax matters with the IRS. See Note 7 for additional for information regarding the Tax Sharing Agreement associated with pre-separation tax matters.

        Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that up to approximately $25 million of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months.

        We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Consolidated Balance Sheet as of March 31, 2017.

11. Earnings Per Share

        The weighted-average number of shares outstanding used in the computations of basic and diluted earnings per share were as follows:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Basic

    356     364     356     375  

Dilutive impact of share-based compensation arrangements

    3     4     3     4  

Diluted

    359     368     359     379  

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

11. Earnings Per Share (Continued)

        The following share options were not included in the computation of diluted earnings per share because the instruments' underlying exercise prices were greater than the average market prices of our common shares and inclusion would be antidilutive.

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Antidilutive share options

        3     1     3  

12. Equity

        In March 2017, our shareholders approved the cancellation of 26 million shares purchased under our share repurchase program during the period from December 11, 2015 to September 30, 2016. The capital reduction by cancellation of these shares is subject to a notice period and filing with the commercial register in Switzerland and is not yet reflected on the Condensed Consolidated Balance Sheet.

        In March 2017, our shareholders approved a dividend payment to shareholders of $1.60 (equivalent to CHF 1.62) per share, payable in four equal quarterly installments of $0.40 per share beginning in the third quarter of fiscal 2017 through the second quarter of fiscal 2018.

        Upon shareholders' approval of a dividend payment, we record a liability with a corresponding charge to shareholders' equity. At March 31, 2017 and September 30, 2016, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $569 million and $263 million, respectively.

        Common shares repurchased under the share repurchase program were as follows:

 
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Number of common shares repurchased

    3     40  

Amount repurchased

  $ 205   $ 2,415  

        At March 31, 2017, we had $897 million of availability remaining under our share repurchase authorization.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

13. Share Plans

        Total share-based compensation expense, which was included primarily in selling, general, and administrative expenses on the Condensed Consolidated Statements of Operations, was as follows:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Share-based compensation expense

  $ 23   $ 21   $ 47   $ 43  

        As of March 31, 2017, there was $172 million of unrecognized compensation expense related to share-based awards, which is expected to be recognized over a weighted-average period of 2.2 years.

        During the quarter ended December 30, 2016, we granted the following share-based awards as part of our annual incentive plan grant:

 
  Shares   Weighted-Average
Grant-Date
Fair Value
 
 
  (in millions)
   
 

Share options

    2.1   $ 12.79  

Restricted share awards

    0.7     66.74  

Performance share awards

    0.3     66.74  

        In March 2017, our shareholders approved an increase of 10 million shares in the number of shares available for awards under the TE Connectivity Ltd. 2007 Stock and Incentive Plan, amended and restated as of March 8, 2017 (the "2017 Plan"). As of March 31, 2017, we had 23 million shares available for issuance under our stock and incentive plans, of which the 2017 Plan was the primary plan.

        The weighted-average assumptions we used in the Black-Scholes-Merton option pricing model for the options granted as part of our annual incentive plan grant were as follows:

Expected share price volatility

    24 %

Risk free interest rate

    1.9 %

Expected annual dividend per share

  $ 1.48  

Expected life of options (in years)

    5.6  

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

14. Segment Data

        Net sales by segment were as follows:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Transportation Solutions

  $ 1,755   $ 1,608   $ 3,430   $ 3,115  

Industrial Solutions

    853     738     1,648     1,447  

Communications Solutions

    619     606     1,212     1,223  

Total(1)

  $ 3,227   $ 2,952   $ 6,290   $ 5,785  

(1)
Intersegment sales were not material and were recorded at selling prices that approximated market prices.

        Operating income by segment was as follows:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Transportation Solutions

  $ 300   $ 289   $ 643   $ 550  

Industrial Solutions

    86     63     153     129  

Communications Solutions

    87     183 (1)   163     254 (1)

Total

  $ 473   $ 535   $ 959   $ 933  

(1)
Includes pre-tax gain of $146 million on the sale of our CPD business during the quarter ended March 25, 2016.

15. Tyco Electronics Group S.A.

        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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

15. Tyco Electronics Group S.A. (Continued)

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Quarter Ended March 31, 2017

 
  TE
Connectivity
Ltd.
  TEGSA   Other
Subsidiaries
  Consolidating
Adjustments
  Total  
 
  (in millions)
 

Net sales

  $   $   $ 3,227   $   $ 3,227  

Cost of sales

            2,119         2,119  

Gross margin

            1,108         1,108  

Selling, general, and administrative expenses

    48     18     346         412  

Research, development, and engineering expenses

            162         162  

Acquisition and integration costs

            2         2  

Restructuring and other charges, net

            59         59  

Operating income (loss)

    (48 )   (18 )   539         473  

Interest income

            6         6  

Interest expense

        (32 )           (32 )

Other expense, net

            (2 )       (2 )

Equity in net income of subsidiaries

    462     483         (945 )    

Equity in net income (loss) of subsidiaries of discontinued operations

    (1 )   10         (9 )    

Intercompany interest income (expense), net

    (8 )   29     (21 )        

Income from continuing operations before income taxes

    405     472     522     (954 )   445  

Income tax expense

            (39 )       (39 )

Income from continuing operations              

    405     472     483     (954 )   406  

Income (loss) from discontinued operations, net of income taxes(1)

        (11 )   10         (1 )

Net income

    405     461     493     (954 )   405  

Other comprehensive income

    114     114     106     (220 )   114  

Comprehensive income

  $ 519   $ 575   $ 599   $ (1,174 ) $ 519  

(1)
Includes the internal allocation of gains and losses associated with the divestiture of our Broadband Network Solutions ("BNS") business.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

15. Tyco Electronics Group S.A. (Continued)


Condensed Consolidating Statement of Operations (UNAUDITED)
For the Quarter Ended March 25, 2016

 
  TE
Connectivity
Ltd.
  TEGSA   Other
Subsidiaries
  Consolidating
Adjustments
  Total  
 
  (in millions)
 

Net sales

  $   $   $ 2,952   $   $ 2,952  

Cost of sales

            1,990         1,990  

Gross margin

            962         962  

Selling, general, and administrative expenses(1)

    49     65     253         367  

Research, development, and engineering expenses

            156         156  

Acquisition and integration costs

            3         3  

Restructuring and other credits, net

            (99 )       (99 )

Operating income (loss)

    (49 )   (65 )   649         535  

Interest income

            4         4  

Interest expense

        (31 )   (1 )       (32 )

Other income, net

            12         12  

Equity in net income of subsidiaries

    445     526         (971 )    

Equity in net income (loss) of subsidiaries of discontinued operations

    (9 )   60         (51 )    

Intercompany interest income (expense), net

    (7 )   15     (8 )        

Income from continuing operations before income taxes

    380     505     656     (1,022 )   519  

Income tax expense

            (130 )       (130 )

Income from continuing operations              

    380     505     526     (1,022 )   389  

Income (loss) from discontinued operations, net of income taxes(2)

        (69 )   60         (9 )

Net income

    380     436     586     (1,022 )   380  

Other comprehensive income

    14     14     29     (43 )   14  

Comprehensive income

  $ 394   $ 450   $ 615   $ (1,065 ) $ 394  

(1)
TEGSA selling, general, and administrative expenses include losses of $37 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

(2)
Includes the internal allocation of gains and losses associated with the divestiture of our BNS business.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

15. Tyco Electronics Group S.A. (Continued)


Condensed Consolidating Statement of Operations (UNAUDITED)
For the Six Months Ended March 31, 2017

 
  TE
Connectivity
Ltd.
  TEGSA   Other
Subsidiaries
  Consolidating
Adjustments
  Total  
 
  (in millions)
 

Net sales

  $   $   $ 6,290   $   $ 6,290  

Cost of sales

            4,117         4,117  

Gross margin

            2,173         2,173  

Selling, general, and administrative expenses, net

    76     (70 )   778         784  

Research, development, and engineering expenses

            320         320  

Acquisition and integration costs

            4         4  

Restructuring and other charges, net

            106         106  

Operating income (loss)

    (76 )   70     965         959  

Interest income

            11         11  

Interest expense

        (63 )           (63 )

Other expense, net

            (2 )       (2 )

Equity in net income of subsidiaries

    902     839         (1,741 )    

Equity in net income of subsidiaries of discontinued operations

    2     14         (16 )    

Intercompany interest income (expense), net

    (14 )   56     (42 )        

Income from continuing operations before income taxes

    814     916     932     (1,757 )   905  

Income tax expense

            (93 )       (93 )

Income from continuing operations              

    814     916     839     (1,757 )   812  

Income (loss) from discontinued operations, net of income taxes(1)

        (12 )   14         2  

Net income

    814     904     853     (1,757 )   814  

Other comprehensive loss

    (42 )   (42 )   (69 )   111     (42 )

Comprehensive income

  $ 772   $ 862   $ 784   $ (1,646 ) $ 772  

(1)
Includes the internal allocation of gains and losses associated with the divestiture of our BNS business.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

15. Tyco Electronics Group S.A. (Continued)

Condensed Consolidating Statement of Operations (UNAUDITED)
For the Six Months Ended March 25, 2016

 
  TE
Connectivity
Ltd.
  TEGSA   Other
Subsidiaries
  Consolidating
Adjustments
  Total  
 
  (in millions)
 

Net sales

  $   $   $ 5,785   $   $ 5,785  

Cost of sales

            3,878         3,878  

Gross margin

            1,907         1,907  

Selling, general, and administrative expenses(1)

    85     37     585         707  

Research, development, and engineering expenses

            318         318  

Acquisition and integration costs

            8         8  

Restructuring and other credits, net

            (59 )       (59 )

Operating income (loss)

    (85 )   (37 )   1,055         933  

Interest income

            10         10  

Interest expense

        (61 )   (1 )       (62 )

Other income, net

            20         20  

Equity in net income of subsidiaries

    806     877         (1,683 )    

Equity in net income of subsidiaries of discontinued operations

    20     136         (156 )    

Intercompany interest income (expense), net

    (8 )   27     (19 )        

Income from continuing operations before income taxes

    733     942     1,065     (1,839 )   901  

Income tax expense

            (188 )       (188 )

Income from continuing operations              

    733     942     877     (1,839 )   713  

Income (loss) from discontinued operations, net of income taxes(2)

        (116 )   136         20  

Net income

    733     826     1,013     (1,839 )   733  

Other comprehensive loss

    (76 )   (76 )   (57 )   133     (76 )

Comprehensive income

  $ 657   $ 750   $ 956   $ (1,706 ) $ 657  

(1)
TEGSA selling, general, and administrative expenses include losses of $37 million related to intercompany transactions. These losses are offset by corresponding gains recorded by other subsidiaries.

(2)
Includes the internal allocation of gains and losses associated with the divestiture of our BNS business.

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

15. Tyco Electronics Group S.A. (Continued)


Condensed Consolidating Balance Sheet (UNAUDITED)
As of March 31, 2017

 
  TE
Connectivity
Ltd.
  TEGSA   Other
Subsidiaries
  Consolidating
Adjustments
  Total  
 
  (in millions)
 

Assets

                               

Current assets:

                               

Cash and cash equivalents

  $   $   $ 773   $   $ 773  

Accounts receivable, net

            2,244         2,244  

Inventories

            1,660         1,660  

Intercompany receivables

    25     1,603     37     (1,665 )    

Prepaid expenses and other current assets

    3     31     435         469  

Total current assets

    28     1,634     5,149     (1,665 )   5,146  

Property, plant, and equipment, net

            3,046         3,046  

Goodwill

            5,382         5,382  

Intangible assets, net

            1,768         1,768  

Deferred income taxes

            2,280         2,280  

Investment in subsidiaries

    10,937     20,119         (31,056 )    

Intercompany loans receivable

    2     4,157     10,980     (15,139 )    

Other assets

        33     401         434  

Total Assets

  $ 10,967   $ 25,943   $ 29,006   $ (47,860 ) $ 18,056  

Liabilities and Shareholders' Equity

                               

Current liabilities:

                               

Short-term debt

  $   $ 878   $ 1   $   $ 879  

Accounts payable

    2         1,224         1,226  

Accrued and other current liabilities

    573     76     1,052         1,701  

Deferred revenue

            129         129  

Intercompany payables

    1,639         26     (1,665 )    

Total current liabilities

    2,214     954     2,432     (1,665 )   3,935  

Long-term debt

        3,071     2         3,073  

Intercompany loans payable

        10,981     4,158     (15,139 )    

Long-term pension and postretirement liabilities

            1,474         1,474  

Deferred income taxes

            197         197  

Income taxes

            276         276  

Other liabilities

            348         348  

Total Liabilities

    2,214     15,006     8,887     (16,804 )   9,303  

Total Shareholders' Equity

    8,753     10,937     20,119     (31,056 )   8,753  

Total Liabilities and Shareholders' Equity

  $ 10,967   $ 25,943   $ 29,006   $ (47,860 ) $ 18,056  

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

15. Tyco Electronics Group S.A. (Continued)


Condensed Consolidating Balance Sheet (UNAUDITED)
As of September 30, 2016

 
  TE
Connectivity
Ltd.
  TEGSA   Other
Subsidiaries
  Consolidating
Adjustments
  Total  
 
  (in millions)
 

Assets

                               

Current assets:

                               

Cash and cash equivalents

  $   $   $ 647   $   $ 647  

Accounts receivable, net

            2,046         2,046  

Inventories

            1,596         1,596  

Intercompany receivables

    37     1,314     48     (1,399 )    

Prepaid expenses and other current assets

    3     17     466         486  

Total current assets

    40     1,331     4,803     (1,399 )   4,775  

Property, plant, and equipment, net

            3,052         3,052  

Goodwill

            5,492         5,492  

Intangible assets, net

            1,879         1,879  

Deferred income taxes

            2,111         2,111  

Investment in subsidiaries

    10,053     19,425         (29,478 )    

Intercompany loans receivable

    22     3,739     10,313     (14,074 )    

Other assets

        14     285         299  

Total Assets

  $ 10,115   $ 24,509   $ 27,935   $ (44,951 ) $ 17,608  

Liabilities and Shareholders' Equity

                               

Current liabilities:

                               

Short-term debt

  $   $ 330   $ 1   $   $ 331  

Accounts payable

    1         1,089         1,090  

Accrued and other current liabilities

    266     57     1,114         1,437  

Deferred revenue

            208         208  

Intercompany payables

    1,363         36     (1,399 )    

Total current liabilities

    1,630     387     2,448     (1,399 )   3,066  

Long-term debt

        3,737     2         3,739  

Intercompany loans payable

        10,314     3,760     (14,074 )    

Long-term pension and postretirement liabilities

            1,502         1,502  

Deferred income taxes

            207         207  

Income taxes

            247         247  

Other liabilities

        18     344         362  

Total Liabilities

    1,630     14,456     8,510     (15,473 )   9,123  

Total Shareholders' Equity

    8,485     10,053     19,425     (29,478 )   8,485  

Total Liabilities and Shareholders' Equity

  $ 10,115   $ 24,509   $ 27,935   $ (44,951 ) $ 17,608  

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

15. Tyco Electronics Group S.A. (Continued)

Condensed Consolidating Statement of Cash Flows (UNAUDITED)
For the Six Months Ended March 31, 2017

 
  TE
Connectivity
Ltd.
  TEGSA   Other
Subsidiaries
  Consolidating
Adjustments
  Total  
 
  (in millions)
 

Cash Flows From Operating Activities:

                               

Net cash provided by (used in) operating activities

  $ (86 ) $ (2 ) $ 1,013   $   $ 925  

Cash Flows From Investing Activities:

                               

Capital expenditures

            (289 )       (289 )

Proceeds from sale of property, plant, and equipment

            8         8  

Change in intercompany loans

        (37 )       37      

Other

        (12 )   (4 )       (16 )

Net cash used in investing activities

        (49 )   (285 )   37     (297 )

Cash Flows From Financing Activities:

                               

Changes in parent company equity(1)

    45     124     (169 )        

Net decrease in commercial paper

        (162 )           (162 )

Proceeds from issuance of debt

        89             89  

Proceeds from exercise of share options

            64         64  

Repurchase of common shares

            (198 )       (198 )

Payment of common share dividends to shareholders

    (264 )       1         (263 )

Loan activity with parent

    305         (268 )   (37 )    

Other

            (22 )       (22 )

Net cash provided by (used in) financing activities

    86     51     (592 )   (37 )   (492 )

Effect of currency translation on cash

            (10 )       (10 )

Net increase in cash and cash equivalents

            126         126  

Cash and cash equivalents at beginning of period

            647         647  

Cash and cash equivalents at end of period

  $   $   $ 773   $   $ 773  

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

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TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

15. Tyco Electronics Group S.A. (Continued)


Condensed Consolidating Statement of Cash Flows (UNAUDITED)
For the Six Months Ended March 25, 2016

 
  TE
Connectivity
Ltd.
  TEGSA   Other
Subsidiaries
  Consolidating
Adjustments
  Total  
 
  (in millions)
 

Cash Flows From Operating Activities:

                               

Net cash provided by (used in) continuing operating activities

  $ (119 ) $ (98 ) $ 764   $   $ 547  

Net cash used in discontinued operating activities                     

            (2 )       (2 )

Net cash provided by (used in) operating activities

    (119 )   (98 )   762         545  

Cash Flows From Investing Activities:

                               

Capital expenditures

            (270 )       (270 )

Proceeds from sale of property, plant, and equipment

            1         1  

Acquisition of business, net of cash acquired

            (6 )       (6 )

Proceeds from divestiture of business, net of cash retained by business sold

        199     62         261  

Change in intercompany loans

        (137 )       137      

Other(1)

        (132 )   161         29  

Net cash provided by (used in) investing activities

        (70 )   (52 )   137     15  

Cash Flows From Financing Activities:

                               

Changes in parent company equity(2)

    358     173     (531 )        

Net increase in commercial paper

        150             150  

Proceeds from issuance of debt

        349     1         350  

Repayment of debt

        (500 )           (500 )

Proceeds from exercise of share options

            61         61  

Repurchase of common shares

    (2,523 )               (2,523 )

Payment of common share dividends to shareholders

    (248 )       3         (245 )

Loan activity with parent

    2,532         (2,395 )   (137 )    

Other

        (4 )   (28 )       (32 )

Net cash provided by (used in) continuing financing activities

    119     168     (2,889 )   (137 )   (2,739 )

Net cash provided by discontinued financing activities

            2         2  

Net cash provided by (used in) financing activities

    119     168     (2,887 )   (137 )   (2,737 )

Effect of currency translation on cash

            (2 )       (2 )

Net decrease in cash and cash equivalents

            (2,179 )       (2,179 )

Cash and cash equivalents at beginning of period

            3,329         3,329  

Cash and cash equivalents at end of period

  $   $   $ 1,150   $   $ 1,150  

(1)
Includes the internal allocation of proceeds of $132 million between TEGSA and other subsidiaries associated with the divestiture of our BNS business.

(2)
Changes in parent company equity includes cash flows related to certain intercompany equity and funding transactions, and other intercompany activity.

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Table of Contents

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements as a result of many factors, including but not limited to those under the heading "Forward-Looking Information" and "Part II. Item 1A. Risk Factors."

        Our Condensed Consolidated Financial Statements have been prepared in United States ("U.S.") dollars, in accordance with accounting principles generally accepted in the U.S. ("GAAP").

        The following discussion includes organic net sales growth which is a non-GAAP financial measure. See "Non-GAAP Financial Measure" for additional information regarding this measure.


Overview

        TE Connectivity Ltd. ("TE Connectivity" or the "Company," which may be referred to as "we," "us," or "our") is a global technology leader. We design and manufacture connectivity and sensor solutions to help build a safer, greener, smarter, and more connected world. Our products are built to work reliably, even in the harshest of environments. Our commitment to innovation enables advancements in transportation, industrial applications, medical technology, energy, data communications, and the home.

        Highlights for the second quarter and first six months of fiscal 2017 include the following:

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Outlook

        In the third quarter of fiscal 2017, we expect net sales to be between $3.2 billion and $3.3 billion. This reflects sales growth in the Communications Solutions and, to a lesser degree, the Industrial Solutions and Transportation Solutions segments relative to the third quarter of fiscal 2016. Additional information regarding expectations for our reportable segments for the third quarter of fiscal 2017 as compared to the same period of fiscal 2016 is as follows:

We expect diluted earnings per share from continuing operations to be in the range of $1.08 to $1.12 per share in the third quarter of fiscal 2017. This outlook reflects the negative impact of foreign currency exchange rates on net sales and earnings per share of approximately $70 million and $0.04 per share, respectively, in the third quarter of fiscal 2017 as compared to the third quarter of fiscal 2016.

        For fiscal 2017, we expect net sales to be between $12.6 billion and $12.8 billion as compared to $12.2 billion in fiscal 2016 which included an additional week. This increase is attributable to sales growth in all segments. Additional information regarding expectations for our reportable segments for fiscal 2017 compared to fiscal 2016 is as follows:

We expect diluted earnings per share from continuing operations to be in the range of $4.39 to $4.47 per share in fiscal 2017. This outlook reflects the negative impact of foreign currency exchange rates on net sales and earnings per share of approximately $200 million and $0.10 per share, respectively, in fiscal 2017 as compared to fiscal 2016.

        The above outlook is based on foreign currency exchange rates and commodity prices that are consistent with current levels.

        We are monitoring the current macroeconomic environment and its potential effects on our customers and the end markets we serve. We continue to closely manage our costs in line with economic conditions. Additionally, we are managing our capital resources and monitoring capital availability to ensure that we have sufficient resources to fund future capital needs. See further discussion in "Liquidity and Capital Resources."

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Table of Contents


Results of Operations

Net Sales

        The following table presents our net sales and the percentage of total net sales by segment:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  ($ in millions)
 

Transportation Solutions

  $ 1,755     55 % $ 1,608     54 % $ 3,430     55 % $ 3,115     54 %

Industrial Solutions

    853     26     738     25     1,648     26     1,447     25  

Communications Solutions

    619     19     606     21     1,212     19     1,223     21  

Total

  $ 3,227     100 % $ 2,952     100 % $ 6,290     100 % $ 5,785     100 %

        The following table provides an analysis of the change in our net sales by segment:

 
  Change in Net Sales for the Quarter Ended March 31, 2017
versus Net Sales for the Quarter Ended March 25, 2016
  Change in Net Sales for the Six Months Ended March 31, 2017
versus Net Sales for the Six Months Ended March 25, 2016
 
 
  Net
Sales Growth
  Organic Net
Sales Growth
  Translation   Acquisitions
(Divestiture)
  Net
Sales Growth
  Organic Net
Sales Growth
  Translation   Acquisitions
(Divestiture)
 
 
  ($ in millions)
 

Transportation Solutions

  $ 147     9.1 % $ 162     10.1 % $ (25 ) $ 10   $ 315     10.1 % $ 333     10.7 % $ (39 ) $ 21  

Industrial Solutions

    115     15.6     24     3.3     (14 )   105     201     13.9     23     1.6     (21 )   199  

Communications Solutions

    13     2.1     56     9.2     (9 )   (34 )   (11 )   (0.9 )   71     5.8     (12 )   (70 )

Total

  $ 275     9.3 % $ 242     8.2 % $ (48 ) $ 81   $ 505     8.7 % $ 427     7.5 % $ (72 ) $ 150  

        Net sales increased $275 million, or 9.3%, in the second quarter of fiscal 2017 as compared to the same period of fiscal 2016. The increase in net sales resulted from organic net sales growth of 8.2% and net sales contributions from acquisitions and a divestiture of 2.7%, partially offset by the negative impact of foreign currency translation of 1.6%. Price erosion adversely affected organic net sales by $59 million in the second quarter of fiscal 2017.

        In the first six months of fiscal 2017, net sales increased $505 million, or 8.7%, as compared to the first six months of fiscal 2016 as a result of organic net sales growth of 7.5% and net sales contributions from acquisitions and a divestiture of 2.5%, partially offset by the negative impact of foreign currency translation of 1.3%. Price erosion adversely affected organic net sales by $110 million in the first six months of fiscal 2017.

        See further discussion of net sales below under "Segment Results."

        Net Sales by Geographic Region.    Our business operates in three geographic regions—the Americas, Europe/Middle East/Africa ("EMEA"), and Asia–Pacific—and our results of operations are influenced by changes in foreign currency exchange rates. Increases or decreases in the value of the U.S. dollar, compared to other currencies, will directly affect our reported results as we translate those currencies into U.S. dollars at the end of each fiscal period.

        Approximately 56% of our net sales were invoiced in currencies other than the U.S. dollar in the first six months of fiscal 2017.

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Table of Contents

        The following table presents our net sales and the percentage of total net sales by geographic region(1):

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  ($ in millions)
 

Americas

  $ 1,070     33 % $ 992     34 % $ 2,075     33 % $ 1,963     34 %

EMEA

    1,099     34     1,019     34     2,070     33     1,959     34  

Asia–Pacific

    1,058     33     941     32     2,145     34     1,863     32  

Total

  $ 3,227     100 % $ 2,952     100 % $ 6,290     100 % $ 5,785     100 %

(1)
Net sales to external customers are attributed to individual countries based on the legal entity that records the sale.

        The following table provides an analysis of the change in our net sales by geographic region:

 
  Change in Net Sales for the Quarter Ended March 31, 2017
versus Net Sales for the Quarter Ended March 25, 2016
  Change in Net Sales for the Six Months Ended March 31, 2017
versus Net Sales for the Six Months Ended March 25, 2016
 
 
  Net
Sales Growth
  Organic Net
Sales Growth
  Translation   Acquisitions
(Divestiture)
  Net
Sales Growth
  Organic Net
Sales Growth
  Translation   Acquisitions
(Divestiture)
 
 
  ($ in millions)
 

Americas

  $ 78     7.9 % $ 31     3.1 % $ 4   $ 43   $ 112     5.7 % $ 26     1.3 % $ 3   $ 83  

EMEA

    80     7.9     58     5.7     (36 )   58     111     5.7     53     2.7     (53 )   111  

Asia–Pacific

    117     12.4     153     16.2     (16 )   (20 )   282     15.1     348     19.0     (22 )   (44 )

Total

  $ 275     9.3 % $ 242     8.2 % $ (48 ) $ 81   $ 505     8.7 % $ 427     7.5 % $ (72 ) $ 150  

Cost of Sales and Gross Margin

        The following table presents cost of sales and gross margin information:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
 
 
  ($ in millions)
 

Cost of sales

  $ 2,119   $ 1,990   $ 129   $ 4,117   $ 3,878   $ 239  

As a percentage of net sales

    65.7 %   67.4 %   (1.7 )%   65.5 %   67.0 %   (1.5 )%

Gross margin

 
$

1,108
 
$

962
 
$

146
 
$

2,173
 
$

1,907
 
$

266
 

As a percentage of net sales

    34.3 %   32.6 %   1.7 %   34.5 %   33.0 %   1.5 %

        Gross margin increased $146 million and $266 million in the second quarter and first six months of fiscal 2017, respectively, as compared to the same periods of fiscal 2016. The increases were due primarily to higher volume and lower material costs, partially offset by the negative impact of price erosion.

        Cost of sales and gross margin are subject to variability in raw material prices which continue to fluctuate for many of the raw materials used in the manufacture of our products. We expect to purchase approximately 180 million pounds of copper, 120,000 troy ounces of gold, and 2.5 million troy ounces of silver in fiscal 2017. The following table presents the average prices incurred related to copper, gold, and silver:

 
   
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  Measure   March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 

Copper

  Lb.   $ 2.35   $ 2.54   $ 2.35   $ 2.67  

Gold

  Troy oz.     1,220     1,203     1,213     1,208  

Silver

  Troy oz.     16.74     15.77     16.53     16.01  

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Table of Contents

Operating Expenses

        The following table presents operating expense information:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
 
 
  ($ in millions)
 

Selling, general, and administrative expenses

  $ 412   $ 367   $ 45   $ 784   $ 707   $ 77  

As a percentage of net sales

    12.8 %   12.4 %   0.4 %   12.5 %   12.2 %   0.3 %

Research, development, and engineering expenses

 
$

162
 
$

156
 
$

6
 
$

320
 
$

318
 
$

2
 

Acquisition and integration costs

  $ 2   $ 3   $ (1 ) $ 4   $ 8   $ (4 )

Restructuring and other charges (credits), net

  $ 59   $ (99 ) $ 158   $ 106   $ (59 ) $ 165  

        Selling, General, and Administrative Expenses.    Selling, general, and administrative expenses increased $45 million and $77 million in the second quarter and first six months of fiscal 2017, respectively, from the same periods in fiscal 2016. The increases resulted primarily from increased selling expenses to support higher sales levels, increased incentive compensation costs, and additional expenses associated with fiscal 2016 acquisitions.

        Restructuring and Other Charges (Credits), Net.    We are committed to continuous productivity improvements and consistently evaluate opportunities to simplify our global manufacturing footprint, migrate facilities to lower-cost regions, reduce fixed costs, and eliminate excess capacity. These initiatives are designed to help us maintain our competitiveness in the industry, improve our operating leverage, and position us for future growth.

        During fiscal 2017, we initiated a restructuring program associated with headcount reductions impacting all segments and product line closures primarily impacting the Transportation Solutions and Industrial Solutions segments. During fiscal 2016, we initiated a restructuring program associated with headcount reductions impacting all segments and product line closures in the Communications Solutions segment.

        In connection with these initiatives, we incurred net restructuring charges of $105 million during the first six months of fiscal 2017. Annualized cost savings related to the fiscal 2017 actions are expected to be approximately $130 million and are generally expected to be realized by the end of fiscal 2019. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. During fiscal 2017, we expect to incur net restructuring charges of approximately $150 million. We expect total spending, which will be funded with cash from operations, to be approximately $110 million in fiscal 2017.

        During the second quarter of fiscal 2016, we recognized a pre-tax gain of $146 million on the sale of our CPD business.

        See Note 2 to the Condensed Consolidated Financial Statements for additional information regarding net restructuring and other charges (credits).

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Table of Contents

Operating Income

        The following table presents operating income and operating margin information:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
 
 
  ($ in millions)
 

Operating income

  $ 473   $ 535   $ (62 ) $ 959   $ 933   $ 26  

Operating margin

    14.7 %   18.1 %   (3.4 )%   15.2 %   16.1 %   (0.9 )%

        Operating income included the following:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Acquisition related charges:

                         

Acquisition and integration costs

  $ 2   $ 3   $ 4   $ 8  

Charges associated with the amortization of acquisition related fair value adjustments

    1     1     2     2  

    3     4     6     10  

Restructuring and other charges (credits), net

    59     (99 )   106     (59 )

Total

  $ 62   $ (95 ) $ 112   $ (49 )

        See further discussion of operating income below under "Segment Results."

Non-Operating Items

        The following table presents select non-operating information:

 
  For the
Quarter Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
 
 
  ($ in millions)
 

Interest expense

  $ 32   $ 32   $   $ 63   $ 62   $ 1  

Other income (expense), net

  $ (2 ) $ 12   $ (14 ) $ (2 ) $ 20   $ (22 )

Income tax expense

 
$

39
 
$

130
 
$

(91

)

$

93
 
$

188
 
$

(95

)

Effective tax rate

    8.8 %   25.0 %   (16.2 )%   10.3 %   20.9 %   (10.6 )%

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

 
$

(1

)

$

(9

)

$

8
 
$

2
 
$

20
 
$

(18

)

        Income Taxes.    See Note 10 to the Condensed Consolidated Financial Statements for information regarding items impacting income tax expense for the second quarters and first six months of fiscal 2017 and 2016.

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Segment Results

Transportation Solutions

        Net Sales.    The following table presents the Transportation Solutions segment's net sales and the percentage of total net sales by primary industry end market(1):

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  ($ in millions)
 

Automotive

  $ 1,309     75 % $ 1,215     76 % $ 2,584     76 % $ 2,355     75 %

Commercial transportation

    248     14     208     13     461     13     394     13  

Sensors

    198     11     185     11     385     11     366     12  

Total

  $ 1,755     100 % $ 1,608     100 % $ 3,430     100 % $ 3,115     100 %

(1)
Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

        The following table provides an analysis of the change in the Transportation Solutions segment's net sales by primary industry end market:

 
  Change in Net Sales for the Quarter Ended March 31, 2017
versus Net Sales for the Quarter Ended March 25, 2016
  Change in Net Sales for the Six Months Ended March 31, 2017
versus Net Sales for the Six Months Ended March 25, 2016
 
 
  Net
Sales Growth
  Organic Net
Sales Growth
  Translation   Acquisition   Net
Sales Growth
  Organic Net
Sales Growth
  Translation   Acquisition  
 
  ($ in millions)
 

Automotive

  $ 94     7.7 % $ 112     9.3 % $ (18 ) $   $ 229     9.7 % $ 256     10.9 % $ (27 ) $  

Commercial transportation

    40     19.2     44     21.0     (4 )       67     17.0     73     18.5     (6 )    

Sensors

    13     7.0     6     3.5     (3 )   10     19     5.2     4     1.2     (6 )   21  

Total

  $ 147     9.1 % $ 162     10.1 % $ (25 ) $ 10   $ 315     10.1 % $ 333     10.7 % $ (39 ) $ 21  

        Net sales in the Transportation Solutions segment increased $147 million, or 9.1%, in the second quarter of fiscal 2017 from the same period of fiscal 2016 due primarily to organic net sales growth of 10.1%. Our organic net sales by primary industry end market were as follows:

        In the first six months of fiscal 2017, net sales in the Transportation Solutions segment increased $315 million, or 10.1%, as compared to the first six months of fiscal 2016 primarily as a result of

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organic net sales growth of 10.7%. Our organic net sales by primary industry end market were as follows:

        Operating Income.    The following table presents the Transportation Solutions segment's operating income and operating margin information:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
 
 
  ($ in millions)
 

Operating income

  $ 300   $ 289   $ 11   $ 643   $ 550   $ 93  

Operating margin

    17.1 %   18.0 %   (0.9 )%   18.7 %   17.7 %   1.0 %

        Operating income in the Transportation Solutions segment increased $11 million and $93 million in the second quarter and first six months of fiscal 2017, respectively, from the same periods of fiscal 2016. The Transportation Solutions segment's operating income included the following:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Acquisition and integration costs

  $   $ 1   $ 1   $ 4  

Restructuring and other charges, net

    33     15     57     31  

Total

  $ 33   $ 16   $ 58   $ 35  

        Excluding these items, operating income increased in the second quarter and first six months of fiscal 2017. The increases were due primarily to higher volume and lower material costs, partially offset by the negative impacts of price erosion.

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Industrial Solutions

        Net Sales.    The following table presents the Industrial Solutions segment's net sales and the percentage of total net sales by primary industry end market(1):

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  ($ in millions)
 

Industrial equipment

  $ 418     49 % $ 308     42 % $ 801     48 % $ 597     41 %

Aerospace, defense, oil, and gas

    268     31     273     37     520     32     525     36  

Energy

    167     20     157     21     327     20     325     23  

Total

  $ 853     100 % $ 738     100 % $ 1,648     100 % $ 1,447     100 %

(1)
Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

        The following table provides an analysis of the change in the Industrial Solutions segment's net sales by primary industry end market:

 
  Change in Net Sales for the Quarter Ended March 31, 2017
versus Net Sales for the Quarter Ended March 25, 2016
  Change in Net Sales for the Six Months Ended March 31, 2017
versus Net Sales for the Six Months Ended March 25, 2016
 
 
  Net
Sales Growth
  Organic Net
Sales Growth
  Translation   Acquisitions   Net
Sales Growth
  Organic Net
Sales Growth
  Translation   Acquisitions  
 
  ($ in millions)
 

Industrial equipment

  $ 110     35.7 % $ 14     4.4 % $ (8 ) $ 104   $ 204     34.2 % $ 16     2.6 % $ (10 ) $ 198  

Aerospace, defense, oil, and gas

    (5 )   (1.8 )   (1 )   (0.3 )   (5 )   1     (5 )   (1.0 )   1     0.2     (7 )   1  

Energy

    10     6.4     11     7.0     (1 )       2     0.6     6     1.9     (4 )    

Total

  $ 115     15.6 % $ 24     3.3 % $ (14 ) $ 105   $ 201     13.9 % $ 23     1.6 % $ (21 ) $ 199  

        Net sales in the Industrial Solutions segment increased $115 million, or 15.6%, in the second quarter of fiscal 2017 from the same period of fiscal 2016 primarily as a result of sales contributions from acquisitions of 14.2%. Our organic net sales by primary industry end market were as follows:

        In the first six months of fiscal 2017, net sales in the Industrial Solutions segment increased $201 million, or 13.9%, from the first six months of fiscal 2016 due primarily to sales contributions from acquisitions of 13.8%. Our organic net sales by primary industry end market were as follows:

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        Operating Income.    The following table presents the Industrial Solutions segment's operating income and operating margin information:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
 
 
  ($ in millions)
 

Operating income

  $ 86   $ 63   $ 23   $ 153   $ 129   $ 24  

Operating margin

    10.1 %   8.5 %   1.6 %   9.3 %   8.9 %   0.4 %

        Operating income in the Industrial Solutions segment increased $23 million and $24 million in the second quarter and first six months of fiscal 2017, respectively, as compared to the same periods of fiscal 2016. The Industrial Solutions segment's operating income included the following:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Acquisition related charges:

                         

Acquisition and integration costs

  $ 2   $ 2   $ 3   $ 4  

Charges associated with the amortization of acquisition related fair value adjustments

    1     1     2     2  

    3     3     5     6  

Restructuring and other charges, net

    19     18     40     27  

Total

  $ 22   $ 21   $ 45   $ 33  

        Excluding these items, operating income increased in the second quarter and first six months of fiscal 2017. The increases were due primarily to higher volume resulting from acquisitions.

Communications Solutions

        Net Sales.    The following table presents the Communications Solutions segment's net sales and the percentage of total net sales by primary industry end market(1):

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  ($ in millions)
 

Data and devices

  $ 233     38 % $ 259     43 % $ 464     38 % $ 523     43 %

Subsea communications

    221     36     200     33     435     36     423     34  

Appliances

    165     26     147     24     313     26     277     23  

Total

  $ 619     100 % $ 606     100 % $ 1,212     100 % $ 1,223     100 %

(1)
Industry end market information is presented consistently with our internal management reporting and may be revised periodically as management deems necessary.

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        The following table provides an analysis of the change in the Communications Solutions segment's net sales by primary industry end market:

 
  Change in Net Sales for the Quarter Ended March 31, 2017
versus Net Sales for the Quarter Ended March 25, 2016
  Change in Net Sales for the Six Months Ended March 31, 2017
versus Net Sales for the Six Months Ended March 25, 2016
 
 
  Net
Sales Growth
  Organic Net
Sales Growth
  Translation   Divestiture   Net
Sales Growth
  Organic Net
Sales Growth
  Translation   Divestiture  
 
  ($ in millions)
 

Data and devices

  $ (26 )   (10.0 )% $ 14     4.9 % $ (6 ) $ (34 ) $ (59 )   (11.3 )% $ 17     3.3 % $ (6 ) $ (70 )

Subsea communications

    21     10.5     21     10.5             12     2.8     12     2.8          

Appliances

    18     12.2     21     14.1     (3 )       36     13.0     42     14.2     (6 )    

Total

  $ 13     2.1 % $ 56     9.2 % $ (9 ) $ (34 ) $ (11 )   (0.9 )% $ 71     5.8 % $ (12 ) $ (70 )

        In the second quarter of fiscal 2017, net sales in the Communications Solutions segment increased $13 million, or 2.1%, from the second quarter of fiscal 2016 due primarily to organic net sales growth of 9.2%, partially offset by sales declines resulting from a divestiture of 5.6%. Our organic net sales by primary industry end market were as follows:

        Net sales in the Communications Solutions segment decreased $11 million, or 0.9%, in the first six months of fiscal 2017 as compared to the same period of fiscal 2016 due to sales declines resulting from a divestiture of 5.7% and the negative impact of foreign currency translation of 1.0%, partially offset by organic net sales growth of 5.8%. Our organic net sales by primary industry end market were as follows:

        Operating Income.    The following table presents the Communications Solutions segment's operating income and operating margin information:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
  March 31,
2017
  March 25,
2016
  Increase
(Decrease)
 
 
  ($ in millions)
 

Operating income

  $ 87   $ 183   $ (96 ) $ 163   $ 254   $ (91 )

Operating margin

    14.1 %   30.2 %   (16.1 )%   13.4 %   20.8 %   (7.4 )%

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        Operating income in the Communications Solutions segment decreased $96 million and $91 million in the second quarter and first six months of fiscal 2017, respectively, as compared to the same periods of fiscal 2016. The Communications Solutions segment's operating income included the following:

 
  For the
Quarters Ended
  For the
Six Months Ended
 
 
  March 31,
2017
  March 25,
2016
  March 31,
2017
  March 25,
2016
 
 
  (in millions)
 

Restructuring and other charges (credits), net

  $ 7   $ (132) (1) $ 9   $ (117) (1)

(1)
Includes pre-tax gain of $146 million on the sale of our CPD business during the second quarter of fiscal 2016.

        Excluding these items, operating income increased in the second quarter and first six months of fiscal 2017 due primarily to higher volume, improved manufacturing productivity, and lower material costs, partially offset by the negative impact of price erosion.


Liquidity and Capital Resources

        Our ability to fund our future capital needs will be affected by our ability to continue to generate cash from operations and may be affected by our ability to access the capital markets, money markets, or other sources of funding, as well as the capacity and terms of our financing arrangements. We believe that cash generated from operations and, to the extent necessary, these other sources of potential funding will be sufficient to meet our anticipated capital needs for the foreseeable future, including the payment of $708 million of 6.55% senior notes due in October 2017. We may use excess cash to purchase a portion of our common shares pursuant to our authorized share repurchase program; to acquire strategic businesses or product lines; to pay dividends on our common shares; or to reduce our outstanding debt, including through the possible repurchase of our debt in accordance with applicable law. The cost or availability of future funding may be impacted by financial market conditions. We will continue to monitor financial markets and respond as necessary to changing conditions.

Cash Flows from Operating Activities

        In the first six months of fiscal 2017, net cash provided by continuing operating activities increased $378 million to $925 million from $547 million in the first six months of fiscal 2016. The increase resulted primarily from higher income levels and a decrease in tax payments, partially offset by the impact of increased sales on accounts receivable levels.

        The amount of income taxes paid, net of refunds, during the first six months of fiscal 2017 and 2016 was $177 million and $635 million, respectively. Payments made in the first six months of fiscal 2016 included a $443 million pre-payment to the Internal Revenue Service for tax deficiencies related to pre-separation U.S. tax matters. Also, during the first six months of fiscal 2016, we received net reimbursements of $303 million from Tyco International and Covidien pursuant to indemnifications for pre-separation U.S. tax matters. See Note 7 to the Condensed Consolidated Financial Statements for information regarding the Tax Sharing Agreement associated with pre-separation tax matters.

Cash Flows from Investing Activities

        Capital spending was $289 million and $270 million in the first six months of fiscal 2017 and 2016, respectively. We expect fiscal 2017 capital spending levels to be approximately 5% of net sales. We believe our capital funding levels are adequate to support new programs, and we continue to invest in our manufacturing infrastructure to further enhance productivity and manufacturing capabilities.

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        During the first six months of fiscal 2016, we received net cash proceeds of $261 million related to the sale of our CPD business.

Cash Flows from Financing Activities and Capitalization

        Total debt at March 31, 2017 and September 30, 2016 was $3,952 million and $4,070 million, respectively. See Note 6 to the Condensed Consolidated Financial Statements for additional information regarding debt.

        Tyco Electronics Group S.A. ("TEGSA"), our 100%-owned subsidiary, has a five-year unsecured senior revolving credit facility ("Credit Facility") with total commitments of $1,500 million. The Credit Facility expires in December 2020. TEGSA had no borrowings under the Credit Facility at March 31, 2017 and September 30, 2016.

        The Credit Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, our ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in the Credit Facility) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0, an Event of Default (as defined in the Credit Facility) is triggered. The Credit Facility and our other debt agreements contain other customary covenants. None of our covenants are presently considered restrictive to our operations. As of March 31, 2017, we were in compliance with all of our debt covenants and believe that we will continue to be in compliance with our existing covenants for the foreseeable future.

        In addition to the Credit Facility, TEGSA is the borrower under our senior notes and commercial paper. TEGSA's payment obligations under its senior notes, commercial paper, and Credit Facility are fully and unconditionally guaranteed by its parent, TE Connectivity Ltd.

        Payments of common share dividends to shareholders were $263 million and $245 million in the first six months of fiscal 2017 and 2016, respectively.

        In March 2017, our shareholders approved a dividend payment to shareholders of $1.60 (equivalent to CHF 1.62) per share, payable in four equal quarterly installments of $0.40 per share beginning in the third quarter of fiscal 2017 through the second quarter of fiscal 2018.

        We repurchased approximately 3 million of our common shares for $205 million and approximately 40 million of our common shares for $2,415 million under our share repurchase authorization during the first six months of fiscal 2017 and 2016, respectively. At March 31, 2017, we had $897 million of availability remaining under our share repurchase authorization.


Commitments and Contingencies

Legal Proceedings

        In the normal course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

Guarantees

        In certain instances, we have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with

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end dates ranging from fiscal 2017 through the completion of such transactions. The guarantees would be triggered in the event of nonperformance, and the potential exposure for nonperformance under the guarantees would not have a material effect on our results of operations, financial position, or cash flows.

        In disposing of assets or businesses, we often provide representations, warranties, and/or indemnities to cover various risks including unknown damage to assets, environmental risks involved in the sale of real estate, liability for investigation and remediation of environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. We do not expect that these uncertainties will have a material adverse effect on our results of operations, financial position, or cash flows.

        At March 31, 2017, we had outstanding letters of credit, letters of guarantee, and surety bonds of $269 million.

        In the normal course of business, we are liable for contract completion and product performance. In the opinion of management, such obligations will not materially affect our results of operations, financial position, or cash flows.

Tax Sharing Agreement

        In connection with the separation from Tyco International plc in 2007, we entered into a Tax Sharing Agreement that generally governs our, Tyco International plc's, and Covidien plc's respective rights, responsibilities, and obligations with respect to taxes for periods prior to and including June 29, 2007. See Note 7 to the Condensed Consolidated Financial Statements for additional information regarding the Tax Sharing Agreement.


Critical Accounting Policies and Estimates

        The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses.

        Our accounting policies for revenue recognition, goodwill and other intangible assets, income taxes, and pension benefits are based on, among other things, judgments and assumptions made by management. For additional information regarding these policies and the underlying accounting assumptions and estimates used in these policies, refer to the Consolidated Financial Statements and accompanying notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016. There were no significant changes to this information during the first six months of fiscal 2017.


Accounting Pronouncements

        See Note 1 to the Condensed Consolidated Financial Statements for information regarding recently issued and adopted accounting pronouncements.


Non-GAAP Financial Measure

Organic Net Sales Growth

        We present organic net sales growth as we believe it is appropriate for investors to consider this adjusted financial measure in addition to results in accordance with GAAP. 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

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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.

        Organic net sales growth provides useful information about our results and the trends of our business. Management uses organic net sales growth to monitor and evaluate performance. Also, management uses organic net sales growth together with GAAP financial measures in its decision making processes related to the operations of our reportable segments and our overall company. It is also a significant component in our incentive compensation plans. We believe that investors benefit from having access to the same financial measures that management uses in evaluating operations. The tables presented in "Results of Operations" and "Segment Results" provide reconciliations of organic net sales growth to net sales growth calculated in accordance with GAAP.

        Organic net sales growth is a non-GAAP financial measure and should not be considered a replacement for results in accordance with GAAP. This non-GAAP financial measure may not be comparable to similarly-titled measures reported by other companies. The primary limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease our reported results. This limitation is best addressed by using organic net sales growth in combination with net sales growth in order to better understand the amounts, character, and impact of any increase or decrease in reported amounts.


Forward-Looking Information

        Certain statements in this Quarterly Report on Form 10-Q are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, divestitures, the effects of competition, and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "potential," "continue," "may," "should," or the negative of these terms or similar expressions.

        Forward-looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements. We do not have any intention or obligation to update forward-looking statements after we file this report except as required by law.

        The following and other risks, which are described in greater detail in "Part I. Item 1A. Risk Factors," in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016, could cause our results to differ materially from those expressed in forward-looking statements:

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        There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        There have been no significant changes in our exposures to market risk during the first six months of fiscal 2017. For further discussion of our exposures to market risk, refer to "Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016.

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

        Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended), as of March 31, 2017. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2017.

Changes in Internal Control Over Financial Reporting

        During the quarter ended March 31, 2017, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        There have been no material developments in our legal proceedings since we filed our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 except as set forth below. Refer to "Part I. Item 3. Legal Proceedings" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 for additional information regarding legal proceedings.

        During the quarter ended December 30, 2016, we determined that one of our manufacturing sites in France had discharged wastewater exceeding the limits in the site's discharge permits. The site ceased the discharges and voluntarily disclosed the matter to the applicable French authorities at the préfecture and the Grand Evreux inter-municipal body in January 2017. We agreed with the authorities to take corrective action to upgrade our wastewater systems at the plant. We do not expect to face monetary sanctions.

ITEM 1A.    RISK FACTORS

        There have been no material changes in our risk factors from those disclosed in "Part I. Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016. The risk factors described in our Annual Report on Form 10-K, in addition to other information in this report, could materially affect our business operations, financial condition, or liquidity. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial may also impair our business operations, financial condition, and liquidity.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

        None.

Issuer Purchases of Equity Securities

        The following table presents information about our purchases of our common shares during the quarter ended March 31, 2017:

Period
  Total Number
of Shares
Purchased(1)
  Average
Price Paid
Per
Share(1)
  Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs(2)
  Maximum
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs(2)
 

December 31, 2016–January 27, 2017

    484,943   $ 69.77     483,100   $ 966,197,268  

January 28–March 3, 2017

    346,083     74.71     345,000     940,424,041  

March 4–March 31, 2017

    588,630     74.80     578,800     897,131,197  

Total

    1,419,656   $ 73.06     1,406,900        

(1)
These columns include the following transactions which occurred during the quarter ended March 31, 2017:

(i)
the acquisition of 12,756 common shares from individuals in order to satisfy tax withholding requirements in connection with the vesting of restricted share awards issued under equity compensation plans; and

(ii)
open market purchases totaling 1,406,900 common shares, summarized on a trade-date basis, in conjunction with the share repurchase program announced in September 2007.

(2)
Our share repurchase program authorizes us to purchase a portion of our outstanding common shares from time to time through open market or private transactions, depending on business and market conditions. The share repurchase program does not have an expiration date.

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ITEM 6.    EXHIBITS

Exhibit
Number
   
  Exhibit
10.1       TE Connectivity Ltd. 2007 Stock and Incentive Plan (amended and restated as of March 8, 2017) (Incorporated by reference to Exhibit 10.1 to TE Connectivity Ltd.'s Current Report on Form 8-K, filed March 9, 2017)
          
31.1   *   Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
          
31.2   *   Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
          
32.1   **   Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
          
101   *   Financial statements from the Quarterly Report on Form 10-Q of TE Connectivity Ltd. for the quarterly period ended March 31, 2017, filed on April 26, 2017, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements

*
Filed herewith

**
Furnished herewith

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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, thereunto duly authorized.

    TE CONNECTIVITY LTD.

 

 

By:

 

/s/ HEATH A. MITTS

Heath A. Mitts
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)

Date: April 26, 2017

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