TE Connectivity Ltd. (Form: 10-Q, Received: 01/28/2021 13:10:54)

3389533813389533810001385157--09-242021Q1false0001385157us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2019-09-282019-12-270001385157us-gaap:TreasuryStockMember2020-09-262020-12-250001385157us-gaap:TreasuryStockMember2019-09-282019-12-270001385157us-gaap:RetainedEarningsMember2020-12-250001385157us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-250001385157us-gaap:RetainedEarningsMember2020-09-250001385157us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-09-250001385157us-gaap:RetainedEarningsMember2019-12-270001385157us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-270001385157us-gaap:RetainedEarningsMember2019-09-270001385157us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-09-270001385157us-gaap:TreasuryStockMember2020-12-250001385157us-gaap:CommonStockMember2020-12-250001385157us-gaap:TreasuryStockMember2020-09-250001385157us-gaap:CommonStockMember2020-09-250001385157us-gaap:TreasuryStockMember2019-12-270001385157us-gaap:CommonStockMember2019-12-270001385157us-gaap:TreasuryStockMember2019-09-270001385157us-gaap:CommonStockMember2019-09-270001385157us-gaap:RestrictedStockMember2020-09-262020-12-250001385157us-gaap:PerformanceSharesMember2020-09-262020-12-250001385157us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2020-09-262020-12-250001385157us-gaap:NetInvestmentHedgingMember2020-09-262020-12-250001385157us-gaap:EMEAMembertel:TransportationSolutionsMember2020-09-262020-12-250001385157us-gaap:EMEAMembertel:IndustrialSolutionsMember2020-09-262020-12-250001385157us-gaap:EMEAMembertel:CommunicationsSolutionsMember2020-09-262020-12-250001385157tel:SensorsIndustryEndMarketMembertel:TransportationSolutionsMember2020-09-262020-12-250001385157tel:MedicalIndustryEndMarketMembertel:IndustrialSolutionsMember2020-09-262020-12-250001385157tel:IndustrialEquipmentIndustryEndMarketMembertel:IndustrialSolutionsMember2020-09-262020-12-250001385157tel:EnergyIndustryEndMarketMembertel:IndustrialSolutionsMember2020-09-262020-12-250001385157tel:DataAndDevicesIndustryEndMarketMembertel:CommunicationsSolutionsMember2020-09-262020-12-250001385157tel:CommercialTransportationIndustryEndMarketMembertel:TransportationSolutionsMember2020-09-262020-12-250001385157tel:AutomotiveIndustryEndMarketMembertel:TransportationSolutionsMember2020-09-262020-12-250001385157tel:AppliancesIndustryEndMarketMembertel:CommunicationsSolutionsMember2020-09-262020-12-250001385157tel:AerospaceDefenseOilAndGasIndustryEndMarketMembertel:IndustrialSolutionsMember2020-09-262020-12-250001385157srt:AsiaPacificMembertel:TransportationSolutionsMember2020-09-262020-12-250001385157srt:AsiaPacificMembertel:IndustrialSolutionsMember2020-09-262020-12-250001385157srt:AsiaPacificMembertel:CommunicationsSolutionsMember2020-09-262020-12-250001385157srt:AmericasMembertel:TransportationSolutionsMember2020-09-262020-12-250001385157srt:AmericasMembertel:IndustrialSolutionsMember2020-09-262020-12-250001385157srt:AmericasMembertel:CommunicationsSolutionsMember2020-09-262020-12-250001385157us-gaap:EMEAMember2020-09-262020-12-250001385157srt:AsiaPacificMember2020-09-262020-12-250001385157srt:AmericasMember2020-09-262020-12-250001385157us-gaap:EMEAMembertel:TransportationSolutionsMember2019-09-282019-12-270001385157us-gaap:EMEAMembertel:IndustrialSolutionsMember2019-09-282019-12-270001385157us-gaap:EMEAMembertel:CommunicationsSolutionsMember2019-09-282019-12-270001385157tel:SensorsIndustryEndMarketMembertel:TransportationSolutionsMember2019-09-282019-12-270001385157tel:MedicalIndustryEndMarketMembertel:IndustrialSolutionsMember2019-09-282019-12-270001385157tel:IndustrialEquipmentIndustryEndMarketMembertel:IndustrialSolutionsMember2019-09-282019-12-270001385157tel:EnergyIndustryEndMarketMembertel:IndustrialSolutionsMember2019-09-282019-12-270001385157tel:DataAndDevicesIndustryEndMarketMembertel:CommunicationsSolutionsMember2019-09-282019-12-270001385157tel:CommercialTransportationIndustryEndMarketMembertel:TransportationSolutionsMember2019-09-282019-12-270001385157tel:AutomotiveIndustryEndMarketMembertel:TransportationSolutionsMember2019-09-282019-12-270001385157tel:AppliancesIndustryEndMarketMembertel:CommunicationsSolutionsMember2019-09-282019-12-270001385157tel:AerospaceDefenseOilAndGasIndustryEndMarketMembertel:IndustrialSolutionsMember2019-09-282019-12-270001385157srt:AsiaPacificMembertel:TransportationSolutionsMember2019-09-282019-12-270001385157srt:AsiaPacificMembertel:IndustrialSolutionsMember2019-09-282019-12-270001385157srt:AsiaPacificMembertel:CommunicationsSolutionsMember2019-09-282019-12-270001385157srt:AmericasMembertel:TransportationSolutionsMember2019-09-282019-12-270001385157srt:AmericasMembertel:IndustrialSolutionsMember2019-09-282019-12-270001385157srt:AmericasMembertel:CommunicationsSolutionsMember2019-09-282019-12-270001385157us-gaap:EMEAMember2019-09-282019-12-270001385157srt:AsiaPacificMember2019-09-282019-12-270001385157srt:AmericasMember2019-09-282019-12-270001385157us-gaap:FacilityClosingMembertel:Fiscal2021Member2020-12-250001385157us-gaap:FacilityClosingMembertel:Fiscal2020Member2020-12-250001385157us-gaap:EmployeeSeveranceMembertel:PreFiscal2020Member2020-12-250001385157us-gaap:EmployeeSeveranceMembertel:Fiscal2021Member2020-12-250001385157us-gaap:EmployeeSeveranceMembertel:Fiscal2020Member2020-12-250001385157tel:PreFiscal2020Member2020-12-250001385157us-gaap:FacilityClosingMembertel:PreFiscal2020Member2020-09-250001385157us-gaap:FacilityClosingMembertel:Fiscal2020Member2020-09-250001385157us-gaap:EmployeeSeveranceMembertel:PreFiscal2020Member2020-09-250001385157us-gaap:EmployeeSeveranceMembertel:Fiscal2020Member2020-09-250001385157tel:PreFiscal2020Member2020-09-250001385157tel:Fiscal2020Member2020-09-250001385157tel:PreFiscal2020Member2019-09-282019-12-270001385157tel:Fiscal2020Member2019-09-282019-12-270001385157us-gaap:FacilityClosingMembertel:Fiscal2021Member2020-09-262020-12-250001385157us-gaap:FacilityClosingMembertel:Fiscal2020Member2020-09-262020-12-250001385157tel:Fiscal2021Member2020-12-250001385157tel:Fiscal2020Member2020-12-250001385157us-gaap:FacilityClosingMembertel:PreFiscal2020Member2020-09-262020-12-250001385157us-gaap:EmployeeSeveranceMembertel:PreFiscal2020Member2020-09-262020-12-250001385157us-gaap:EmployeeSeveranceMembertel:Fiscal2021Member2020-09-262020-12-250001385157us-gaap:EmployeeSeveranceMembertel:Fiscal2020Member2020-09-262020-12-250001385157tel:PreFiscal2020Member2020-09-262020-12-250001385157us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-09-262020-12-250001385157us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-09-282019-12-270001385157us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-09-262020-12-250001385157us-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2020-09-262020-12-250001385157us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2019-09-282019-12-270001385157us-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2019-09-282019-12-270001385157tel:TransportationSolutionsMember2019-09-282019-12-270001385157tel:IndustrialSolutionsMember2019-09-282019-12-270001385157tel:CommunicationsSolutionsMember2019-09-282019-12-270001385157tel:Acquisitions2021Member2020-09-262020-12-250001385157tel:Acquisitions2020Member2019-09-282019-12-270001385157tel:IntercompanyLoansAndExternalBorrowingsForNetInvestmentHedgeMemberus-gaap:NetInvestmentHedgingMember2019-09-282020-09-250001385157us-gaap:RetainedEarningsMember2020-09-262020-12-250001385157us-gaap:RetainedEarningsMember2019-09-282019-12-270001385157us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberus-gaap:FinancialStandbyLetterOfCreditMembertel:SubseaCommunicationsBusinessMember2020-12-250001385157tel:BankGuaranteesAndLetterOfCreditAndSuretyBondMember2020-12-250001385157tel:TransportationSolutionsMember2020-09-262020-12-250001385157tel:CommunicationsSolutionsMember2020-09-262020-12-250001385157tel:IndustrialSolutionsMember2020-09-262020-12-250001385157tel:TransportationSolutionsMember2020-12-250001385157tel:IndustrialSolutionsMember2020-12-250001385157tel:CommunicationsSolutionsMember2020-12-250001385157tel:TransportationSolutionsMember2020-09-250001385157tel:IndustrialSolutionsMember2020-09-250001385157tel:CommunicationsSolutionsMember2020-09-250001385157us-gaap:OtherIntangibleAssetsMember2020-12-250001385157us-gaap:IntellectualPropertyMember2020-12-250001385157us-gaap:CustomerRelationshipsMember2020-12-250001385157us-gaap:OtherIntangibleAssetsMember2020-09-250001385157us-gaap:IntellectualPropertyMember2020-09-250001385157us-gaap:CustomerRelationshipsMember2020-09-250001385157us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-12-250001385157us-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2020-12-250001385157us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-09-250001385157us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2020-09-250001385157us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2020-09-250001385157us-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2020-09-250001385157us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-12-250001385157us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2020-12-250001385157us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2020-12-250001385157tel:AccruedLiabilitiesAndOtherCurrentLiabilitiesMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2020-12-250001385157tel:AccruedLiabilitiesAndOtherCurrentLiabilitiesMemberus-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2020-12-250001385157us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-09-250001385157us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2020-09-250001385157us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2020-09-250001385157us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2020-09-250001385157tel:AccruedLiabilitiesAndOtherCurrentLiabilitiesMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2020-09-250001385157tel:AccruedLiabilitiesAndOtherCurrentLiabilitiesMemberus-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2020-09-250001385157us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2020-12-250001385157us-gaap:OtherNoncurrentAssetsMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-12-250001385157us-gaap:OtherNoncurrentAssetsMemberus-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2020-12-250001385157us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2020-09-250001385157us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2020-09-250001385157us-gaap:OtherNoncurrentAssetsMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2020-09-250001385157us-gaap:OtherNoncurrentAssetsMemberus-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2020-09-250001385157us-gaap:OtherNoncurrentAssetsMemberus-gaap:CommodityContractMemberus-gaap:CashFlowHedgingMember2020-09-250001385157us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2020-09-262020-12-250001385157us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2019-09-282019-12-270001385157us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMember2020-12-250001385157us-gaap:CurrencySwapMemberus-gaap:CashFlowHedgingMember2020-12-250001385157us-gaap:ForeignPlanMember2020-09-262020-12-250001385157us-gaap:DomesticPlanMember2020-09-262020-12-250001385157us-gaap:ForeignPlanMember2019-09-282019-12-270001385157us-gaap:DomesticPlanMember2019-09-282019-12-2700013851572019-12-2700013851572019-09-270001385157us-gaap:EmployeeStockOptionMember2019-09-282019-12-270001385157us-gaap:AdditionalPaidInCapitalMember2020-09-262020-12-250001385157us-gaap:AdditionalPaidInCapitalMember2019-09-282019-12-270001385157srt:MinimumMember2020-12-250001385157srt:MaximumMember2020-12-250001385157tel:IntercompanyLoansAndExternalBorrowingsForNetInvestmentHedgeMemberus-gaap:NetInvestmentHedgingMember2020-09-262020-12-250001385157tel:IntercompanyLoansAndExternalBorrowingsForNetInvestmentHedgeMemberus-gaap:NetInvestmentHedgingMember2019-09-282019-12-270001385157us-gaap:EmployeeStockOptionMember2020-09-262020-12-250001385157us-gaap:PropertyPlantAndEquipmentMembertel:Fiscal2021Member2020-09-262020-12-250001385157us-gaap:PropertyPlantAndEquipmentMembertel:Fiscal2020Member2020-09-262020-12-250001385157tel:Fiscal2021Member2020-09-262020-12-250001385157tel:Fiscal2020Member2020-09-262020-12-250001385157srt:MaximumMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembertel:SubseaCommunicationsBusinessMember2020-09-262020-12-250001385157srt:MaximumMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembertel:SubseaCommunicationsBusinessMember2020-12-250001385157us-gaap:DiscontinuedOperationsDisposedOfBySaleMembertel:SubseaCommunicationsBusinessMember2020-12-2500013851572019-09-282019-12-2700013851572020-12-2500013851572020-09-2500013851572021-01-2200013851572020-09-262020-12-25xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesiso4217:CHFxbrli:sharesxbrli:pureiso4217:EURtel:item

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 25, 2020
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

001-33260

(Commission File Number)

TE CONNECTIVITY LTD.

(Exact name of registrant as specified in its charter)

Switzerland
(Jurisdiction of Incorporation)

98-0518048
(I.R.S. Employer Identification No.)

Mühlenstrasse 26, CH-8200 Schaffhausen, Switzerland

(Address of principal executive offices)

+41 (0)52 633 66 61

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Shares, Par Value CHF 0.57	TEL	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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 ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

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. ☐

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

The number of common shares outstanding as of January 22, 2021 was 330,888,764.

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 Ended December 25, 2020 and December 27, 2019 (unaudited)	1
	Condensed Consolidated Statements of Comprehensive Income for the Quarters Ended December 25, 2020 and December 27, 2019 (unaudited)	2
	Condensed Consolidated Balance Sheets as of December 25, 2020 and September 25, 2020 (unaudited)	3
	Condensed Consolidated Statements of Shareholders' Equity for the Quarters Ended December 25, 2020 and December 27, 2019 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Quarters Ended December 25, 2020 and December 27, 2019 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33

Part II.	Other Information
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6.	Exhibits	36
Signatures		37

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions, except per share data)
Net sales	$	3,522	$	3,168
Cost of sales		2,376		2,138
Gross margin		1,146		1,030
Selling, general, and administrative expenses		361		367
Research, development, and engineering expenses		162		161
Acquisition and integration costs		8		7
Restructuring and other charges, net		167		24
Operating income		448		471
Interest income		3		6
Interest expense		(15)		(12)
Other income (expense), net		(1)		5
Income from continuing operations before income taxes		435		470
Income tax expense		(60)		(447)
Income from continuing operations		375		23
Income from discontinued operations, net of income taxes		6		3
Net income	$	381	$	26

Basic earnings per share:
Income from continuing operations	$	1.13	$	0.07
Income from discontinued operations		0.02		0.01
Net income		1.15		0.08

Diluted earnings per share:
Income from continuing operations	$	1.13	$	0.07
Income from discontinued operations		0.02		0.01
Net income		1.14		0.08

Weighted-average number of shares outstanding:
Basic		331		335
Diluted		333		337

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Net income	$	381	$	26
Other comprehensive income:
Currency translation		111		50
Adjustments to unrecognized pension and postretirement benefit costs, net of income taxes		6		8
Gains on cash flow hedges, net of income taxes		29		31
Other comprehensive income		146		89
Comprehensive income		527		115
Less: comprehensive income attributable to noncontrolling interests		(6)		—
Comprehensive income attributable to TE Connectivity Ltd.	$	521	$	115

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	December 25,		September 25,
	2020		2020

	(in millions, except share
	data)
Assets
Current assets:
Cash and cash equivalents	$	1,098	$	945
Accounts receivable, net of allowance for doubtful accounts of $33 and $29, respectively		2,640		2,377
Inventories		2,066		1,950
Prepaid expenses and other current assets		677		512
Total current assets		6,481		5,784
Property, plant, and equipment, net		3,768		3,650
Goodwill		5,387		5,224
Intangible assets, net		1,613		1,593
Deferred income taxes		2,198		2,178
Other assets		819		813
Total assets	$	20,266	$	19,242
Liabilities, redeemable noncontrolling interests, and shareholders' equity
Current liabilities:
Short-term debt	$	685	$	694
Accounts payable		1,629		1,276
Accrued and other current liabilities		1,769		1,720
Total current liabilities		4,083		3,690
Long-term debt		3,516		3,452
Long-term pension and postretirement liabilities		1,329		1,336
Deferred income taxes		144		143
Income taxes		266		252
Other liabilities		949		874
Total liabilities		10,287		9,747
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests		118		112
Shareholders' equity:
Common shares, CHF 0.57 par value, 338,953,381 shares authorized and issued		149		149
Accumulated earnings		10,672		10,348
Treasury shares, at cost, 7,836,597 and 8,295,878 shares, respectively		(655)		(669)
Accumulated other comprehensive loss		(305)		(445)
Total shareholders' equity		9,861		9,383
Total liabilities, redeemable noncontrolling interests, and shareholders' equity	$	20,266	$	19,242

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)


	For the Quarter Ended December 25, 2020
											Accumulated
											Other		Total
	Common Shares			Treasury Shares			Contributed		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Shares	Amount		Surplus		Earnings		Loss		Equity

	(in millions)
Balance at September 25, 2020	339	$	149	(8)	$	(669)	$	—	$	10,348	$	(445)	$	9,383
Net income	—		—	—		—		—		381		—		381
Other comprehensive income	—		—	—		—		—		—		140		140
Share-based compensation expense	—		—	—		—		19		—		—		19
Exercise of share options	—		—	1		75		—		—		—		75
Restricted share award vestings and other activity	—		—	—		66		(19)		(57)		—		(10)
Repurchase of common shares	—		—	(1)		(127)		—		—		—		(127)
Balance at December 25, 2020	339	$	149	(8)	$	(655)	$	—	$	10,672	$	(305)	$	9,861


	For the Quarter Ended December 27, 2019
											Accumulated
											Other		Total
	Common Shares			Treasury Shares			Contributed		Accumulated		Comprehensive		Shareholders'
	Shares	Amount		Shares	Amount		Surplus		Earnings		Loss		Equity

	(in millions)
Balance at September 27, 2019	351	$	154	(16)	$	(1,337)	$	—	$	12,256	$	(503)	$	10,570
Net income	—		—	—		—		—		26		—		26
Other comprehensive income	—		—	—		—		—		—		89		89
Share-based compensation expense	—		—	—		—		22		—		—		22
Exercise of share options	—		—	—		14		—		—		—		14
Restricted share award vestings and other activity	—		—	1		77		(22)		(76)		—		(21)
Repurchase of common shares	—		—	(2)		(143)		—		—		—		(143)
Balance at December 27, 2019	351	$	154	(17)	$	(1,389)	$	—	$	12,206	$	(414)	$	10,557

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

TE CONNECTIVITY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Cash flows from operating activities:
Net income	$	381	$	26
Income from discontinued operations, net of income taxes		(6)		(3)
Income from continuing operations		375		23
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		187		174
Deferred income taxes		(42)		394
Non-cash lease cost		30		27
Provision for losses on accounts receivable and inventories		6		20
Share-based compensation expense		19		22
Other		21		10
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net		(299)		(24)
Inventories		(145)		(176)
Prepaid expenses and other current assets		(87)		(23)
Accounts payable		349		94
Accrued and other current liabilities		88		(185)
Income taxes		17		10
Other		121		45
Net cash provided by operating activities		640		411
Cash flows from investing activities:
Capital expenditures		(142)		(176)
Acquisition of businesses, net of cash acquired		(107)		(115)
Other		3		2
Net cash used in investing activities		(246)		(289)
Cash flows from financing activities:
Net decrease in commercial paper		—		(9)
Repayment of debt		(30)		—
Proceeds from exercise of share options		75		14
Repurchase of common shares		(119)		(139)
Payment of common share dividends to shareholders		(159)		(154)
Other		(19)		(26)
Net cash used in financing activities		(252)		(314)
Effect of currency translation on cash		11		7
Net increase (decrease) in cash, cash equivalents, and restricted cash		153		(185)
Cash, cash equivalents, and restricted cash at beginning of period		945		927
Cash, cash equivalents, and restricted cash at end of period	$	1,098	$	742

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

TE CONNECTIVITY LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

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. 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 25, 2020.

Unless otherwise indicated, references in the Condensed Consolidated Financial Statements to fiscal 2021 and fiscal 2020 are to our fiscal years ending September 24, 2021 and ended September 25, 2020, respectively.

2. Restructuring and Other Charges, Net

Net restructuring and other charges consisted of the following:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Restructuring charges, net	$	149	$	24
Other charges, net		18		—
Restructuring and other charges, net	$	167	$	24

Net restructuring charges by segment were as follows:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Transportation Solutions	$	118	$	4
Industrial Solutions		20		15
Communications Solutions		11		5
Restructuring charges, net	$	149	$	24

Table of Contents

TE CONNECTIVITY LTD.

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

Activity in our restructuring reserves was as follows:


	Balance at												Balance at
	September 25,				Changes in		Cash		Non-Cash		Currency		December 25,
	2020		Charges		Estimate		Payments		Items		Translation		2020

	(in millions)
Fiscal 2021 Actions:
Employee severance	$	—	$	136	$	—	$	(1)	$	—	$	—	$	135
Facility and other exit costs		—		2		—		—		—		—		2
Property, plant, and equipment		—		4		—		—		(4)		—		—
Total		—		142		—		(1)		(4)		—		137
Fiscal 2020 Actions:
Employee severance		180		1		—		(34)		—		8		155
Facility and other exit costs		8		7		—		—		—		1		16
Property, plant, and equipment		—		3		—		—		(3)		—		—
Total		188		11		—		(34)		(3)		9		171
Pre-Fiscal 2020 Actions:
Employee severance		93		—		(5)		(19)		—		2		71
Facility and other exit costs		4		1		—		(5)		—		—		—
Total		97		1		(5)		(24)		—		2		71
Total Activity	$	285	$	154	$	(5)	$	(59)	$	(7)	$	11	$	379

Fiscal 2021 Actions

During fiscal 2021, we initiated a restructuring program associated with footprint consolidation and structural improvements, due in part to the COVID-19 pandemic, across all segments. In connection with this program, during the quarter ended December 25, 2020, we recorded restructuring charges of $142 million. We expect to complete all restructuring actions commenced during the quarter ended December 25, 2020 by the end of fiscal 2022 and to incur additional charges of approximately $12 million related primarily to employee severance and facility exit costs across all segments.

Fiscal 2020 Actions

During fiscal 2020, we initiated a restructuring program associated with footprint consolidation and structural improvements, due in part to the COVID-19 pandemic, across all segments. In connection with this program, during the quarters ended December 25, 2020 and December 27, 2019, we recorded restructuring charges of $11 million and $15 million, respectively. We expect to complete all restructuring actions commenced during fiscal 2020 by the end of fiscal 2023 and to incur additional charges of approximately $34 million related primarily to employee severance and facility exit costs.

The following table summarizes expected, incurred, and remaining charges for the fiscal 2020 program by segment:


	Total		Cumulative		Remaining
	Expected		Charges		Expected
	Charges		Incurred		Charges

	(in millions)
Transportation Solutions	$	140	$	126	$	14
Industrial Solutions		114		99		15
Communications Solutions		41		36		5
Total	$	295	$	261	$	34

Table of Contents

TE CONNECTIVITY LTD.

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

Pre-Fiscal 2020 Actions

Prior to fiscal 2020, we initiated restructuring programs associated with footprint consolidation and structural improvements impacting all segments. During the quarters ended December 25, 2020 and December 27, 2019, we recorded net restructuring credits of $4 million and charges of $9 million, respectively, related to pre-fiscal 2020 actions. We expect additional charges related to pre-fiscal 2020 actions to be insignificant.

Total Restructuring Reserves

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


	December 25,		September 25,
	2020		2020

	(in millions)
Accrued and other current liabilities	$	340	$	229
Other liabilities		39		56
Restructuring reserves	$	379	$	285

3. Acquisitions

During the quarter ended December 25, 2020, we acquired one business for a cash purchase price of $106 million, net of cash acquired. The acquisition was reported as part of our Industrial Solutions segment from the date of acquisition.

We acquired two businesses for a combined cash purchase price of $112 million, net of cash acquired, during the quarter ended December 27, 2019. The acquisitions were reported as part of our Transportation Solutions and Industrial Solutions segments from the date of acquisition.

4. Inventories

Inventories consisted of the following:


	December 25,		September 25,
	2020		2020

	(in millions)
Raw materials	$	284	$	251
Work in progress		905		851
Finished goods		877		848
Inventories	$	2,066	$	1,950

Table of Contents

TE CONNECTIVITY LTD.

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

5. Goodwill

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


	Transportation		Industrial		Communications
	Solutions		Solutions		Solutions		Total

	(in millions)
September 25, 2020⁽¹⁾	$	1,527	$	3,110	$	587	$	5,224
Acquisitions		—		53		—		53
Purchase price adjustments		(1)		(1)		—		(2)
Currency translation		33		66		13		112
December 25, 2020⁽¹⁾	$	1,559	$	3,228	$	600	$	5,387

(1)	At December 25, 2020 and September 25, 2020, accumulated impairment losses for the Transportation Solutions, Industrial Solutions, and Communications Solutions segments were $3,091 million, $669 million, and $489 million, respectively.

During the quarter ended December 25, 2020, we recognized goodwill in the Industrial Solutions segment in connection with a recent acquisition. See Note 3 for additional information regarding the acquisition.

6. Intangible Assets, Net

Intangible assets consisted of the following:


	December 25, 2020						September 25, 2020
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount

	(in millions)
Customer relationships	$	1,715	$	(588)	$	1,127	$	1,648	$	(554)	$	1,094
Intellectual property		1,240		(768)		472		1,225		(739)		486
Other		20		(6)		14		19		(6)		13
Total	$	2,975	$	(1,362)	$	1,613	$	2,892	$	(1,299)	$	1,593

Intangible asset amortization expense was $48 million and $45 million for the quarters ended December 25, 2020 and December 27, 2019, respectively.

At December 25, 2020, the aggregate amortization expense on intangible assets is expected to be as follows:


	(in millions)
Remainder of fiscal 2021	$	146
Fiscal 2022		194
Fiscal 2023		192
Fiscal 2024		160
Fiscal 2025		145
Fiscal 2026		138
Thereafter		638
Total	$	1,613

7. Debt

The fair value of our debt, based on indicative valuations, was approximately $4,621 million and $4,550 million at December 25, 2020 and September 25, 2020, respectively.

Table of Contents

TE CONNECTIVITY LTD.

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

8. Leases

The components of lease cost were as follows:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Operating lease cost	$	30	$	27
Variable lease cost		11		11
Total lease cost	$	41	$	38

Cash flow information, including significant non-cash transactions, related to leases was as follows:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases⁽¹⁾	$	30	$	26

ROU assets obtained in exchange for new operating lease liabilities		22		5	⁽²⁾

(1)

These payments are included in cash flows from continuing operating activities, primarily in changes in other liabilities.

(2)

Excludes right-of-use assets recognized in connection with the adoption of ASC 842.

9. 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.

Trade Compliance Matters

We are investigating our past compliance with relevant U.S. trade controls and are making voluntary disclosures of apparent trade controls violations to the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”). We are cooperating with BIS, and both our internal assessment and the BIS investigation are ongoing. We are unable to predict the final outcome of the BIS investigation or to reasonably estimate the time it may take to resolve these matters. An unfavorable outcome may include fines or penalties imposed in response to our disclosures; however, we are not yet able to estimate whether any such fines or penalties would be material to our financial condition and results of operations.

Table of Contents

TE CONNECTIVITY LTD.

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

Environmental Matters

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 December 25, 2020, we concluded that we would incur investigation and remediation costs at these sites in the reasonably possible range of $16 million to $46 million, and we accrued $19 million as the probable loss, which was the best estimate within this range. 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.

Guarantees

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 December 25, 2020, we had outstanding letters of credit, letters of guarantee, and surety bonds of $252 million, of which $93 million related to our Subsea Communications (“SubCom”) business which was sold during fiscal 2019.

In connection with the SubCom sale, we contractually agreed to continue to honor performance guarantees and letters of credit related to the SubCom business’ projects that existed as of the date of sale. These performance guarantees and letters of credit had a combined value of approximately $280 million as of December 25, 2020 and are expected to expire at various dates through fiscal 2025. Also, under the terms of the definitive agreement, we are required to issue up to $300 million of new performance guarantees, subject to certain limitations, for projects entered into by the SubCom business following the sale for a period of up to three years. As of December 25, 2020, there were no new performance guarantees outstanding. We have contractual recourse against the SubCom business if we are required to perform on any SubCom guarantees; however, based on historical experience, we do not anticipate having to perform.

10. Financial Instruments

Foreign Currency Exchange Rate Risk

We utilize cross-currency swap contracts to reduce our exposure to foreign currency exchange rate risk associated with certain intercompany loans. The aggregate notional value of these contracts was €700 million at December 25, 2020 and September 25, 2020. Under the terms of these contracts, which have been designated as cash flow hedges, we make interest payments in euros at 3.50% per annum and receive interest in U.S. dollars at a weighted-average rate of 5.34% per annum. Upon maturity in fiscal 2022, we will pay the notional value of the contracts in euros and receive U.S. dollars from our counterparties. In connection with the cross-currency swap contracts, both counterparties to each contract are required to provide cash collateral.

These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:


	December 25,		September 25,
	2020		2020

	(in millions)
Other assets	$	—	$	1
Other liabilities		52		9

Table of Contents

TE CONNECTIVITY LTD.

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

At December 25, 2020 and September 25, 2020, collateral received from or paid to our counterparties approximated the net derivative position. Collateral is recorded in accrued and other current liabilities when the contracts are in a net asset position, or prepaid expenses and other current assets when the contracts are in a net liability position on the Condensed Consolidated Balance Sheets. The impacts of these cross-currency swap contracts were as follows:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Gains (losses) recorded in other comprehensive income (loss)	$	(4)	$	4
Losses excluded from the hedging relationship⁽¹⁾		(40)		(22)

(1)	Gains and losses excluded from the hedging relationship are recognized prospectively in selling, general, and administrative expenses and are offset by losses and gains generated as a result of re-measuring certain intercompany loans to the U.S. dollar.

Hedge of Net Investment

We hedge our net investment in certain foreign operations using intercompany loans and external borrowings denominated in the same currencies. The aggregate notional value of these hedges was $3,820 million and $3,511 million at December 25, 2020 and September 25, 2020, respectively.

We also use a cross-currency swap program to hedge our net investment in certain foreign operations. The aggregate notional value of the contracts under this program was $1,957 million and $1,664 million at December 25, 2020 and September 25, 2020, respectively. Under the terms of these contracts, we receive interest in U.S. dollars at a weighted-average rate of 2.03% per annum and pay no interest. Upon the maturity of these contracts at various dates through fiscal 2025, we will pay the notional value of the contracts in the designated foreign currency and receive U.S. dollars from our counterparties. We are not required to provide collateral for these contracts.

These cross-currency swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:


	December 25,		September 25,
	2020		2020

	(in millions)
Prepaid expenses and other current assets	$	—	$	1
Other assets		—		3
Accrued and other current liabilities		42		6
Other liabilities		56		16

Table of Contents

TE CONNECTIVITY LTD.

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

The impacts of our hedge of net investment programs were as follows:


		For the
		Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Foreign currency exchange losses on intercompany loans and external borrowings⁽¹⁾	$	(168)	$	(65)
Losses on cross-currency swap contracts designated as hedges of net investment⁽¹⁾		(85)		(33)

(1)	Recorded as currency translation, a component of accumulated other comprehensive income (loss).

Interest Rate Risk Management

We may utilize forward starting interest rate swap contracts to manage interest rate exposure in periods prior to the anticipated issuance of fixed rate debt. These contracts had an aggregate notional value of $450 million at December 25, 2020 and September 25, 2020, and were designated as cash flow hedges. These forward starting interest rate swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:


	December 25,		September 25,
	2020		2020

	(in millions)
Other assets	$	3	$	—
Other liabilities		54		64

The impacts of these forward starting interest rate swap contracts were as follows:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Gains recorded in other comprehensive income (loss)	$	13	$	10

Commodity Hedges

As part of managing the exposure to certain commodity price fluctuations, we utilize commodity swap contracts. The objective of these contracts is to minimize impacts to cash flows and profitability due to changes in prices of commodities used in production. These contracts had an aggregate notional value of $321 million and $312 million at December 25, 2020 and September 25, 2020, respectively, and were designated as cash flow hedges. These commodity swap contracts were recorded on the Condensed Consolidated Balance Sheets as follows:


	December 25,		September 25,
	2020		2020

	(in millions)
Prepaid expenses and other current assets	$	56	$	41
Other assets		3		3
Accrued and other current liabilities		1		2
Other liabilities		—		1

Table of Contents

TE CONNECTIVITY LTD.

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

The impacts of these commodity swap contracts were as follows:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Gains recorded in other comprehensive income (loss)	$	37	$	19
Gains (losses) reclassified from accumulated other comprehensive income (loss) into cost of sales		15		(1)

We expect that significantly all of the balance in accumulated other comprehensive income (loss) associated with commodity hedges will be reclassified into the Condensed Consolidated Statement of Operations within the next twelve months.

11. Retirement Plans

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


	Non-U.S. Plans				U.S. Plans
	For the				For the
	Quarters Ended				Quarters Ended
	December 25,		December 27,		December 25,		December 27,
	2020		2019		2020		2019

	(in millions)
Operating expense:
Service cost	$	12	$	13	$	3	$	3
Other (income) expense:
Interest cost		7		6		8		9
Expected return on plan assets		(14)		(15)		(13)		(15)
Amortization of net actuarial loss		8		10		2		2
Amortization of prior service credit		(1)		(2)		—		—
Net periodic pension benefit cost (credit)	$	12	$	12	$	—	$	(1)

During the quarter ended December 25, 2020, we contributed $10 million and $17 million to our non-U.S. and U.S. pension plans, respectively.

12. Income Taxes

We recorded income tax expense of $60 million and $447 million for the quarters ended December 25, 2020 and December 27, 2019, respectively. The income tax expense for the quarter ended December 25, 2020 included a $29 million income tax benefit related to an Internal Revenue Service approved change in the tax method of depreciating or amortizing certain assets. The income tax expense for the quarter ended December 27, 2019 included $355 million of income tax expense related to the tax impacts of certain measures of the Switzerland Federal Act on Tax Reform and AHV Financing (“Swiss Tax Reform”). See “Swiss Tax Reform” below for additional information.

Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that approximately $50 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 December 25, 2020.

Table of Contents

TE CONNECTIVITY LTD.

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

Swiss Tax Reform

The Federal Act on Tax Reform and AHV Financing eliminated certain preferential tax items and implemented new tax rates at both the federal and cantonal levels. During fiscal 2019, Switzerland enacted the federal provisions of Swiss Tax Reform and the federal tax authority issued guidance abolishing certain interest deductions. The impacts of these measures were reflected in our fiscal 2019 Consolidated Financial Statements.

In October 2019, the canton of Schaffhausen enacted Swiss Tax Reform into law, including reductions in tax rates. During the quarter ended December 27, 2019, we recognized $355 million of income tax expense related primarily to cantonal implementation and the resulting write-down of certain deferred tax assets to the lower tax rates.

13. 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
	December 25,	December 27,
	2020	2019

	(in millions)
Basic	331	335
Dilutive impact of share-based compensation arrangements	2	2
Diluted	333	337

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
	December 25,	December 27,
	2020	2019

	(in millions)
Antidilutive share options	—	3

14. Shareholders’ Equity

Dividends

We paid cash dividends to shareholders as follows:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019
Dividends paid per common share	$	0.48	$	0.46

Upon shareholders’ approval of a dividend payment, we record a liability with a corresponding charge to shareholders’ equity. At December 25, 2020 and September 25, 2020, the unpaid portion of the dividends recorded in accrued and other current liabilities on the Condensed Consolidated Balance Sheets totaled $159 million and $317 million, respectively.

Table of Contents

TE CONNECTIVITY LTD.

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

Share Repurchase Program

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


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Number of common shares repurchased		1		2
Repurchase value	$	127	$	143

At December 25, 2020, we had $868 million of availability remaining under our share repurchase authorization.

15. Share Plans

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
	December 25,		December 27,
	2020		2019

	(in millions)
Share-based compensation expense	$	19	$	22

As of December 25, 2020, there was $170 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 25, 2020, we granted the following share-based awards as part of our annual incentive plan grant:


		Grant-Date
	Shares	Fair Value
	(in millions)
Share options	1.3	$	22.03
Restricted share awards	0.4		105.86
Performance share awards	0.2		105.86

As of December 25, 2020, we had 13 million shares available for issuance under the TE Connectivity Ltd. 2007 Stock and Incentive Plan, amended and restated as of September 17, 2020.

Share-Based Compensation Assumptions

The 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		28	%
Risk-free interest rate		0.5	%
Expected annual dividend per share	$	1.92
Expected life of options (in years)		5.4

Table of Contents

TE CONNECTIVITY LTD.

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

16. Segment and Geographic Data

Net sales by segment⁽¹⁾ and industry end market⁽²⁾ were as follows:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Transportation Solutions:
Automotive	$	1,629	$	1,405
Commercial transportation		331		258
Sensors		264		205
Total Transportation Solutions		2,224		1,868
Industrial Solutions:
Aerospace, defense, oil, and gas		250		309
Industrial equipment		295		263
Medical		156		179
Energy		172		176
Total Industrial Solutions		873		927
Communications Solutions:
Data and devices		234		219
Appliances		191		154
Total Communications Solutions		425		373
Total	$	3,522	$	3,168

(1)

Intersegment sales were not material.

(2)

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

Table of Contents

TE CONNECTIVITY LTD.

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

Net sales by geographic region⁽¹⁾ and segment were as follows:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Asia–Pacific:
Transportation Solutions	$	876	$	742
Industrial Solutions		163		145
Communications Solutions		254		226
Total Asia–Pacific		1,293		1,113
Europe/Middle East/Africa (“EMEA”):
Transportation Solutions		894		702
Industrial Solutions		358		340
Communications Solutions		64		55
Total EMEA		1,316		1,097
Americas:
Transportation Solutions		454		424
Industrial Solutions		352		442
Communications Solutions		107		92
Total Americas		913		958
Total	$	3,522	$	3,168

(1)

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

Operating income by segment was as follows:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Transportation Solutions	$	308	$	316
Industrial Solutions		76		115
Communications Solutions		64		40
Total	$	448	$	471

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 (decline) 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 industrial technology leader creating a safer, sustainable, productive, and connected future. Our broad range of connectivity and sensor solutions, proven in the harshest environments, enable advancements in transportation, industrial applications, medical technology, energy, data communications, and the home.

The first quarter of fiscal 2021 included the following:

●

Our net sales increased 11.2% in the first quarter of fiscal 2021 as compared to the first quarter of fiscal 2020 due primarily to sales growth in the Transportation Solutions segment. On an organic basis, our net sales increased 6.2% during the first quarter of fiscal 2021 as compared to the same period of fiscal 2020.

●

Our net sales by segment were as follows:

●

Transportation Solutions—Our net sales increased 19.1% in the first quarter of fiscal 2021 due to sales increases in the automotive end market and, to a lesser degree, the commercial transportation and sensors end markets.

●

Industrial Solutions—Our net sales decreased 5.8% in the first quarter of fiscal 2021 primarily as a result of sales declines in the aerospace, defense, oil, and gas and the medical end markets, partially offset by sales increases in the industrial equipment end market.

●

Communications Solutions—Our net sales increased 13.9% in the first quarter of fiscal 2021 due to sales increases in both the appliances and the data and devices end markets.

●

Net cash provided by continuing operating activities was $640 million in the first quarter of fiscal 2021.

COVID-19 Pandemic and Economic Conditions

The COVID-19 pandemic has affected nearly all regions around the world and resulted in business slowdowns or shutdowns and travel restrictions in affected areas. The pandemic negatively affected our sales and operating results during fiscal 2020 and the first quarter of fiscal 2021, and we expect that it will continue to have an impact on some of our businesses in the near term and may have a material impact on our financial condition, liquidity, and results of operations in future periods.

Table of Contents

The COVID-19 pandemic is currently impacting, and we expect that it will continue to impact, our business operations globally, causing further disruption in our suppliers’ and customers’ supply chains, some of our business locations to reduce or suspend operations, and a reduction in demand for certain products from direct customers or end markets. While a number of our businesses are operating as essential businesses, some have had and continue to have adjusted, reduced, or suspended operating activities at certain locations. In addition, the pandemic has had and may continue to have far-reaching impacts on many additional aspects of our operations, both directly and indirectly, including with respect to its impacts on customer behaviors, business and manufacturing operations, inventory, our employees, and the market generally, and the scope and nature of these impacts continue to evolve. We will continue to assess the evolving impact of the COVID-19 pandemic and intend to adjust our operations accordingly. Throughout our operations, we have implemented additional health and safety measures for the protection of our employees, including providing personal protective equipment, enhanced cleaning and sanitizing of our facilities, and remote working arrangements. The extent to which the pandemic will continue to impact our business and the markets we serve will depend on the success of, among other things, future developments and public health advancements, including the recent commencement of vaccine production and distribution.

We expect that the COVID-19 pandemic will continue to impact several of the markets we serve, in particular the commercial aerospace and medical markets in our Industrial Solutions segment; however, we expect these markets to improve later in fiscal 2021. See “Outlook” below for additional information.

In response to the economic environment, we have taken and continue to focus on actions to manage costs. These include restructuring and other cost reduction initiatives, such as reducing discretionary spending, capital expenditures, and travel. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, suppliers, shareholders, and the communities in which we operate.

Outlook

In the second quarter of fiscal 2021, we expect our net sales to be approximately $3.5 billion as compared to $3.2 billion in the second quarter of fiscal 2020. This increase reflects sales growth in the Transportation Solutions segment and, to a lesser degree, the Communications Solutions segment, partially offset by sales declines in the Industrial Solutions segment relative to the second quarter of fiscal 2020.

We expect diluted earnings per share from continuing operations to be approximately $1.38 per share in the second quarter of fiscal 2021. This outlook reflects the positive impact of foreign currency exchange rates on net sales and earnings per share of approximately $167 million and $0.09 per share, respectively, in the second quarter of fiscal 2021 as compared to the second quarter of fiscal 2020.

The above outlook is based on foreign currency exchange rates 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, including developments related to the COVID-19 pandemic. We have taken actions to manage costs and will 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.”

Acquisition

During the first quarter of fiscal 2021, we acquired one business for a cash purchase price of $106 million, net of cash acquired. The acquisition was reported as part of our Industrial Solutions segment from the date of acquisition. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.

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
	December 25,				December 27,
	2020				2019

	($ in millions)
Transportation Solutions	$	2,224	63	%	$	1,868	59	%
Industrial Solutions		873	25			927	29
Communications Solutions		425	12			373	12
Total	$	3,522	100	%	$	3,168	100	%

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


	Change in Net Sales for the Quarter Ended December 25, 2020
	versus Net Sales for the Quarter Ended December 27, 2019
	Net Sales				Organic Net Sales
	Growth (Decline)				Growth (Decline)				Translation		Acquisitions

	($ in millions)
Transportation Solutions	$	356	19.1	%	$	233	12.3	%	$	76	$	47
Industrial Solutions		(54)	(5.8)			(78)	(8.4)			21		3
Communications Solutions		52	13.9			43	11.5			9		—
Total	$	354	11.2	%	$	198	6.2	%	$	106	$	50

Net sales increased $354 million, or 11.2%, in the first quarter of fiscal 2021 as compared to the first quarter of fiscal 2020. The increase in net sales resulted from organic net sales growth of 6.2%, the positive impact of foreign currency translation of 3.4% due to the strengthening of certain foreign currencies, and sales contributions from acquisitions of 1.6%. In the first quarter of fiscal 2021, our net sales declines in the Industrial Solutions segment reflected significant unfavorable impacts from the COVID-19 pandemic. Price erosion adversely affected organic net sales by $26 million in the first quarter of fiscal 2021.

See further discussion of net sales below under “Segment Results.”

Net Sales by Geographic Region. Our business operates in three geographic regions—Asia–Pacific, Europe/Middle East/Africa (“EMEA”), and the Americas—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 60% of our net sales were invoiced in currencies other than the U.S. dollar in the first quarter of fiscal 2021.

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
	December 25,				December 27,
	2020				2019

	($ in millions)
Asia–Pacific	$	1,293	37	%	$	1,113	35	%
EMEA		1,316	37			1,097	35
Americas		913	26			958	30
Total	$	3,522	100	%	$	3,168	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 December 25, 2020
	versus Net Sales for the Quarter Ended December 27, 2019
	Net Sales				Organic Net Sales
	Growth (Decline)				Growth (Decline)				Translation		Acquisitions

	($ in millions)
Asia–Pacific	$	180	16.2	%	$	128	11.5	%	$	52	$	—
EMEA		219	20.0			101	9.0			73		45
Americas		(45)	(4.7)			(31)	(3.2)			(19)		5
Total	$	354	11.2	%	$	198	6.2	%	$	106	$	50

Cost of Sales and Gross Margin

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


	For the
	Quarters Ended
	December 25,			December 27,
	2020			2019			Change

	($ in millions)
Cost of sales	$	2,376		$	2,138		$	238
As a percentage of net sales		67.5	%		67.5	%

Gross margin	$	1,146		$	1,030		$	116
As a percentage of net sales		32.5	%		32.5	%

Gross margin increased $116 million in the first quarter of fiscal 2021 as compared to the same period of fiscal 2020 primarily as a result of higher volume and, to a lesser degree, positive foreign currency translation and lower material costs.

We use a wide variety of raw materials in the manufacture of our products. Cost of sales and gross margin are subject to variability in raw material prices which continue to fluctuate for many of the raw materials we use, including copper, gold, silver, and palladium. We expect to purchase approximately 180 million pounds of copper, 115,000 troy ounces

Table of Contents

of gold, 2.5 million troy ounces of silver, and 15,000 troy ounces of palladium in fiscal 2021. The following table presents the average prices incurred related to copper, gold, silver, and palladium:


		For the
		Quarters Ended
		December 25,		December 27,
	Measure	2020		2019
Copper	Lb.	$	2.88	$	2.84
Gold	Troy oz.		1,599		1,354
Silver	Troy oz.		19.70		16.26
Palladium	Troy oz.		2,137		1,793

Operating Expenses

The following table presents operating expense information:


	For the
	Quarters Ended
	December 25,			December 27,
	2020			2019			Change

	($ in millions)
Selling, general, and administrative expenses	$	361		$	367		$	(6)
As a percentage of net sales		10.2	%		11.6	%

Restructuring and other charges, net	$	167		$	24		$	143

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses decreased slightly in the first quarter of fiscal 2021 from the first quarter of fiscal 2020 due primarily to cost control measures and savings attributable to restructuring actions, partially offset by higher incentive compensation costs.

Restructuring and Other Charges, Net. We are committed to continuous productivity improvements, and we 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 2021 and 2020, we initiated restructuring programs associated with footprint consolidation and structural improvements, due in part to the COVID-19 pandemic, across all segments. We incurred net restructuring charges of $149 million during the first quarter of fiscal 2021, of which $142 million related to the fiscal 2021 restructuring program. Annualized cost savings related to the fiscal 2021 actions commenced during the first quarter of fiscal 2021 are expected to be approximately $60 million and are expected to be realized by the end of fiscal 2023. Cost savings will be reflected primarily in cost of sales and selling, general, and administrative expenses. For fiscal 2021, we expect total restructuring charges to be approximately $200 million and total spending, which will be funded with cash from operations, to be approximately $250 million.

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

Operating Income

The following table presents operating income and operating margin information:


	For the
	Quarters Ended
	December 25,			December 27,
	2020			2019			Change

	($ in millions)
Operating income	$	448		$	471		$	(23)
Operating margin		12.7	%		14.9	%

Table of Contents

Operating income included the following:


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Acquisition-related charges:
Acquisition and integration costs	$	8	$	7
Charges associated with the amortization of acquisition-related fair value adjustments		1		—
		9		7
Restructuring and other charges, net		167		24
Total	$	176	$	31

See discussion of operating income below under “Segment Results.”

Non-Operating Items

The following table presents select non-operating information:


	For the
	Quarters Ended
	December 25,			December 27,
	2020			2019			Change

	($ in millions)
Income tax expense	$	60		$	447		$	(387)
Effective tax rate		13.8	%		95.1	%

Income Taxes. See Note 12 to the Condensed Consolidated Financial Statements for discussion of items impacting income tax expense and the effective tax rate for the first quarters of fiscal 2021 and 2020, including the Switzerland Federal Act on Tax Reform and AHV Financing in fiscal 2020.

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 industry end market⁽¹⁾:


	For the
	Quarters Ended
	December 25,				December 27,
	2020				2019

	($ in millions)
Automotive	$	1,629	73	%	$	1,405	75	%
Commercial transportation		331	15			258	14
Sensors		264	12			205	11
Total	$	2,224	100	%	$	1,868	100	%

(1)

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

Table of Contents

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


	Change in Net Sales for the Quarter Ended December 25, 2020
	versus Net Sales for the Quarter Ended December 27, 2019
	Net Sales				Organic Net Sales
	Growth				Growth				Translation		Acquisition

	($ in millions)
Automotive	$	224	15.9	%	$	161	11.3	%	$	63	$	—
Commercial transportation		73	28.3			65	24.9			8		—
Sensors		59	28.8			7	3.2			5		47
Total	$	356	19.1	%	$	233	12.3	%	$	76	$	47

Net sales in the Transportation Solutions segment increased $356 million, or 19.1%, in the first quarter of fiscal 2021 from the first quarter of fiscal 2020 due to organic net sales growth of 12.3%, the positive impact of foreign currency translation of 4.2%, and sales contributions from an acquisition of 2.6%. Our organic net sales by industry end market were as follows:

●

Automotive—Our organic net sales increased 11.3% in the first quarter of fiscal 2021 due primarily to content gains and the favorable impacts associated with the replenishment of inventory in the supply chain. Our organic net sales increased 12.9% in the EMEA region, 11.0% in the Asia–Pacific region, and 8.7% in the Americas region.

●

Commercial transportation—Our organic net sales increased 24.9% in the first quarter of fiscal 2021 as a result of growth across all regions due primarily to content gains.

●

Sensors—Our organic net sales increased 3.2% in the first quarter of fiscal 2021 due to strength in transportation applications.

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


	For the
	Quarters Ended
	December 25,			December 27,
	2020			2019			Change

	($ in millions)
Operating income	$	308		$	316		$	(8)
Operating margin		13.8	%		16.9	%

Operating income in the Transportation Solutions segment decreased slightly in the first quarter of fiscal 2021 as compared to the same period of fiscal 2020. Excluding the items below, operating income increased primarily as a result of higher volume.


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Acquisition-related charges:
Acquisition and integration costs	$	4	$	5
Charges associated with the amortization of acquisition-related fair value adjustments		1		—
		5		5
Restructuring and other charges, net		118		4
Total	$	123	$	9

Table of Contents

Industrial Solutions

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


	For the
	Quarters Ended
	December 25,				December 27,
	2020				2019

	($ in millions)
Aerospace, defense, oil, and gas	$	250	28	%	$	309	33	%
Industrial equipment		295	34			263	28
Medical		156	18			179	20
Energy		172	20			176	19
Total	$	873	100	%	$	927	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 industry end market:


	Change in Net Sales for the Quarter Ended December 25, 2020
	versus Net Sales for the Quarter Ended December 27, 2019
	Net Sales				Organic Net Sales
	Growth (Decline)				Growth (Decline)				Translation		Acquisition

	($ in millions)
Aerospace, defense, oil, and gas	$	(59)	(19.1)	%	$	(68)	(22.0)	%	$	6	$	3
Industrial equipment		32	12.2			21	7.7			11		—
Medical		(23)	(12.8)			(24)	(13.4)			1		—
Energy		(4)	(2.3)			(7)	(3.7)			3		—
Total	$	(54)	(5.8)	%	$	(78)	(8.4)	%	$	21	$	3

In the Industrial Solutions segment, net sales decreased $54 million, or 5.8%, in the first quarter of fiscal 2021 as compared to the first quarter of fiscal 2020 due primarily to organic net sales declines of 8.4%, partially offset by the positive impact of foreign currency translation of 2.3%. Net sales in the first quarter of fiscal 2021 included significant unfavorable impacts from the COVID-19 pandemic. Our organic net sales by industry end market were as follows:

●

Aerospace, defense, oil, and gas—Our organic net sales decreased 22.0% in the first quarter of fiscal 2021 due primarily to reduced demand in the commercial aerospace market.

●

Industrial equipment—Our organic net sales increased 7.7% in the first quarter of fiscal 2021 due to growth in all regions primarily as a result of strength in factory automation and controls applications.

●

Medical—Our organic net sales decreased 13.4% in the first quarter of fiscal 2021 due primarily to continued delays in elective procedures.

●

Energy—Our organic net sales decreased 3.7% in the first quarter of fiscal 2021 as a result of declines across all regions due primarily to weakness in the utility market.

Table of Contents

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


	For the
	Quarters Ended
	December 25,			December 27,
	2020			2019			Change

	($ in millions)
Operating income	$	76		$	115		$	(39)
Operating margin		8.7	%		12.4	%

Operating income in the Industrial Solutions segment decreased $39 million in the first quarter of fiscal 2021 as compared to the same period of fiscal 2020. Excluding the items below, operating income decreased due primarily to lower volume, partially offset by improved manufacturing productivity.


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Acquisition and integration costs	$	4	$	2
Restructuring and other charges, net		38		15
Total	$	42	$	17

Communications Solutions

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


	For the
	Quarters Ended
	December 25,				December 27,
	2020				2019

	($ in millions)
Data and devices	$	234	55	%	$	219	59	%
Appliances		191	45			154	41
Total	$	425	100	%	$	373	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 Communications Solutions segment’s net sales by industry end market:


	Change in Net Sales for the Quarter Ended December 25, 2020
	versus Net Sales for the Quarter Ended December 27, 2019
	Net Sales				Organic Net Sales
	Growth				Growth				Translation

	($ in millions)
Data and devices	$	15	6.8	%	$	10	4.7	%	$	5
Appliances		37	24.0			33	21.1			4
Total	$	52	13.9	%	$	43	11.5	%	$	9

Table of Contents

Net sales in the Communications Solutions segment increased $52 million, or 13.9%, in the first quarter of fiscal 2021 as compared to the first quarter of fiscal 2020 due primarily to organic net sales growth of 11.5%. Our organic net sales by industry end market were as follows:

●

Data and devices—Our organic net sales increased 4.7% in the first quarter of fiscal 2021 primarily as a result of market strength and market share gains in high-speed cloud applications.

●

Appliances—Our organic net sales increased 21.1% in the first quarter of fiscal 2021 due to sales growth in all regions primarily attributable to benefits from home investments.

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


	For the
	Quarters Ended
	December 25,			December 27,
	2020			2019			Change

	($ in millions)
Operating income	$	64		$	40		$	24
Operating margin		15.1	%		10.7	%

Operating income in the Communications Solutions segment increased $24 million in the first quarter of fiscal 2021 as compared to the same period of fiscal 2020. Excluding the item below, operating income increased due primarily to higher volume, improved manufacturing productivity, and lower material costs.


	For the
	Quarters Ended
	December 25,		December 27,
	2020		2019

	(in millions)
Restructuring and other charges, net	$	11	$	5

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 €350 million of fixed-to-floating rate senior notes due in June 2021. 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. The cost or availability of future funding may be impacted by financial market conditions. Payment of our $250 million of 4.875% senior notes due in January 2021 was made after the first quarter of fiscal 2021. We will continue to monitor financial markets and respond as necessary to changing conditions, including future developments related to the COVID-19 pandemic. There is continued uncertainty surrounding the duration and scope of the pandemic and it may have a material impact on our liquidity and financial conditions. We believe that we have sufficient financial resources and liquidity which, along with managing expenses and capital structure flexibility, will enable us to meet our ongoing working capital and other cash flow needs during the COVID-19 pandemic and resulting period of economic uncertainty.

Cash Flows from Operating Activities

In the first quarter of fiscal 2021, net cash provided by continuing operating activities increased $229 million to $640 million from $411 million in the first quarter of fiscal 2020. The increase resulted primarily from improved working capital. The amount of income taxes paid, net of refunds, during the first quarters of fiscal 2021 and 2020 was $85 million and $43 million, respectively.

Table of Contents

Cash Flows from Investing Activities

Capital expenditures were $142 million and $176 million in the first quarters of fiscal 2021 and 2020, respectively. We expect fiscal 2021 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.

During the first quarter of fiscal 2021, we acquired one business for a cash purchase price of $106 million, net of cash acquired. We acquired two businesses for a combined cash purchase price of $112 million, net of cash acquired, during the first quarter of 2020. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding acquisitions.

Cash Flows from Financing Activities and Capitalization

Total debt at December 25, 2020 and September 25, 2020 was $4,201 million and $4,146 million, respectively.

Tyco Electronics Group S.A. (“TEGSA”) has a five-year unsecured senior revolving credit facility (“Credit Facility”) with a maturity date of November 2023 and total commitments of $1.5 billion. TEGSA had no borrowings under the Credit Facility at December 25, 2020 or September 25, 2020.

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 December 25, 2020, 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 on an unsecured basis by its parent, TE Connectivity Ltd.

Payments of common share dividends to shareholders were $159 million and $154 million in the first quarters of fiscal 2021 and 2020, respectively.

We repurchased approximately 1 million of our common shares for $127 million and approximately 2 million of our common shares for $143 million under the share repurchase program during the first quarters of fiscal 2021 and 2020, respectively. At December 25, 2020, we had $868 million of availability remaining under our share repurchase authorization.

Summarized Guarantor Financial Information

As discussed above, our senior notes, commercial paper, and Credit Facility are issued by TEGSA and are fully and unconditionally guaranteed on an unsecured basis by TEGSA’s parent, TE Connectivity Ltd. In addition to being the issuer of our debt securities, TEGSA owns, directly or indirectly, all of our operating subsidiaries. The following tables present

Table of Contents

summarized financial information, excluding investments in and equity in earnings of our non-guarantor subsidiaries, for TE Connectivity Ltd. and TEGSA on a combined basis.


	December 25,		September 25,
	2020		2020
	(in millions)
Balance Sheet Data:
Total current assets	$	219	$	134
Total noncurrent assets⁽¹⁾		3,281		3,282

Total current liabilities		997		1,237
Total noncurrent liabilities⁽²⁾		24,052		23,549

(1)

Includes $3,277 million and $3,275 million as of December 25, 2020 and September 25, 2020, respectively, of intercompany loans receivable from non-guarantor subsidiaries.

(2)

Includes $20,388 million and $20,016 million as of December 25, 2020 and September 25, 2020, respectively, of intercompany loans payable to non-guarantor subsidiaries.


	For the		For the
	Quarter Ended		Fiscal Year Ended
	December 25,		September 25,
	2020		2020

	(in millions)
Statement of Operations Data:
Loss from continuing operations	$	(64)	$	(206)
Net loss		(58)		(202)

Commitments and Contingencies

Legal Proceedings

Trade Compliance Matters

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 end dates ranging from fiscal 2021 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.

Table of Contents

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 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 25, 2020. There were no significant changes to this information during the first quarter of fiscal 2021.

Non-GAAP Financial Measure

Organic Net Sales Growth (Decline)

We present organic net sales growth (decline) 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 (decline) represents net sales growth (decline) (the most comparable GAAP financial measure) excluding the impact of foreign currency exchange rates, and acquisitions and divestitures that occurred in the preceding twelve months, if any. Organic net sales growth (decline) 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 (decline) provides useful information about our results and the trends of our business. Management uses this measure to monitor and evaluate performance. Also, management uses this measure 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 (decline) to net sales growth (decline) calculated in accordance with GAAP.

Organic net sales growth (decline) 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

Table of Contents

growth (decline) in combination with net sales growth (decline) 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,” and “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. Investors should not place 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 25, 2020, and in this report, could cause our results to differ materially from those expressed in forward-looking statements:

●

conditions in the global or regional economies and global capital markets, and cyclical industry conditions;

●

conditions affecting demand for products in the industries we serve, particularly the automotive industry;

●

risk of future goodwill impairment;

●

competition and pricing pressure;

●

market acceptance of our new product introductions and product innovations and product life cycles;

●

raw material availability, quality, and cost;

●

fluctuations in foreign currency exchange rates and impacts of offsetting hedges;

●

financial condition and consolidation of customers and vendors;

●

reliance on third-party suppliers;

●

risks associated with current and future acquisitions and divestitures;

●

global risks of business interruptions due to natural disasters or other disasters such as the COVID-19 pandemic, which have and could continue to negatively impact our results of operations as well as customer behaviors, business, and manufacturing operations as well as our facilities and the facilities of our suppliers, and other aspects of our business;

●

global risks of political, economic, and military instability, including volatile and uncertain economic conditions in China;

●

risks associated with security breaches and other disruptions to our information technology infrastructure;

Table of Contents

●

risks related to compliance with current and future environmental and other laws and regulations;

●

risks associated with compliance with applicable antitrust or competition laws or applicable trade regulations;

●

our ability to protect our intellectual property rights;

●

risks of litigation;

●

our ability to operate within the limitations imposed by our debt instruments;

●

the possible effects on us of various non-U.S. and U.S. legislative proposals and other initiatives that, if adopted, could materially increase our worldwide corporate effective tax rate and negatively impact our U.S. government contracts business;

●

various risks associated with being a Swiss corporation;

●

the impact of fluctuations in the market price of our shares; and

●

the impact of certain provisions of our articles of association on unsolicited takeover proposals.

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 quarter of fiscal 2021. 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 25, 2020.

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 of December 25, 2020. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 25, 2020.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 25, 2020, 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.

Table of Contents

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 25, 2020. Refer to “Part I. Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended September 25, 2020 for additional information regarding legal proceedings.

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 25, 2020 except as described below. The risk factors described in our Annual Report on Form 10-K, in addition to other information set forth below and 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.

If any of our operations are found not to comply with applicable antitrust or competition laws or applicable trade regulations, our business may suffer.

Our operations are subject to applicable antitrust and competition laws in the jurisdictions in which we conduct our business, in particular the U.S. and the European Union. These laws prohibit, among other things, anticompetitive agreements and practices. If any of our commercial agreements and practices with respect to the electronic components or other markets are found to violate or infringe such laws, we may be subject to civil and other penalties. We may also be subject to third-party claims for damages. Further, agreements that infringe these antitrust and competition laws may be void and unenforceable, in whole or in part, or require modification to be lawful and enforceable. If we are unable to enforce our commercial agreements, whether at all or in material part, our results of operations, financial position, and cash flows could be adversely affected.

We also must comply with applicable trade regulations in the jurisdictions where we operate. A small portion of our products, including defense-related products, may require governmental import and export licenses, whose issuance may be influenced by geopolitical and other events. Any failure to maintain compliance with trade regulations could limit our ability to import and export raw materials and finished goods into or from the relevant jurisdiction, which could negatively impact our results of operations, financial position, and cash flows. In this regard, we are investigating our past compliance with relevant U.S. trade controls and are making voluntary disclosures of apparent trade controls violations to the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”). We are cooperating with BIS, and both our internal assessment and the BIS investigation are ongoing. We are unable to predict the final outcome of the BIS investigation or to reasonably estimate the time it may take to resolve these matters. An unfavorable outcome may include fines or penalties imposed in response to our disclosures; however, we are not yet able to estimate whether any such fines or penalties would be material to our financial condition and results of operations.

Table of Contents

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

Issuer Purchases of Equity Securities

The following table presents information about our purchases of our common shares during the quarter ended December 25, 2020:


					Maximum
				Total Number of	Approximate
				Shares Purchased	Dollar Value
				as Part of	of Shares that May
	Total Number	Average Price		Publicly Announced	Yet Be Purchased
	of Shares	Paid Per		Plans or	Under the Plans
Period	Purchased⁽¹⁾	Share⁽¹⁾		Programs⁽²⁾	or Programs⁽²⁾
September 26–October 23, 2020	436	$	97.27	—	$	995,115,788
October 24–November 27, 2020	627,241		108.50	507,500		940,030,817
November 28–December 25, 2020	662,698		117.44	614,200		867,937,104
Total	1,290,375	$	113.09	1,121,700

(1)	These columns include the following transactions which occurred during the quarter ended December 25, 2020:

(i)

the acquisition of 168,675 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 1,121,700 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.

Table of Contents

ITEM 6. EXHIBITS


Exhibit Number		Exhibit
10.1	‡*	Form of Option Award Terms and Conditions for Option Grants beginning in November 2020
10.2	‡*	Form of Restricted Stock Unit Award Terms and Conditions for RSU Grants Beginning in November 2020
10.3	‡*	Form of Performance Stock Unit Award Terms and Conditions for Performance Cycles Starting in and After Fiscal Year 2021
10.4	‡*	Employment Agreement between Shad Kroeger and TE Connectivity Corporation dated February 23, 2018
22.1	*	Guaranteed Securities
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.INS		XBRL Instance Document⁽¹⁾⁽²⁾
101.SCH		XBRL Taxonomy Extension Schema Document⁽²⁾
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document⁽²⁾
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document⁽²⁾
101.LAB		XBRL Taxonomy Extension Label Linkbase Document⁽²⁾
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document⁽²⁾
104		Cover Page Interactive Data File⁽³⁾

‡Management contract or compensatory plan or arrangement

*Filed herewith

**	Furnished herewith

(1)Submitted electronically with this report in accordance with the provisions of Regulation S-T

(2)	The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

(3)	Formatted in Inline XBRL and contained in exhibit 101

Table of Contents

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: January 28, 2021

Exhibit 10.1

TE Connectivity Ltd.
2007 Stock and Incentive Plan

Terms and Conditions

Stock Option Award

< XXXX >

STOCK OPTION AWARD made as of [XXXX] (the “Grant Date”).

1.Grant of Stock Option. TE Connectivity Ltd. (the “Company”) has granted you a Stock Option to purchase [XXXX] Shares, subject to the provisions of this Award Agreement, including any special terms and conditions for your country in the appendix attached hereto (the “Appendix”). This Stock Option is a nonqualified Stock Option.

2.Exercise Price. The purchase price per Share underlying the Stock Option is $[XX.XX] (the “Exercise Price”).

3.Vesting. The Stock Option will vest and become exercisable in four (4) equal installments, with the first installment vesting on the first November 15 that is at least twelve (12) months from the Grant Date and the remaining three (3) installments on the following three (3) anniversaries of the first vesting date (the “Normal Vesting Terms”).

4.Term of the Stock Option. Unless the Stock Option is earlier forfeited or cancelled, the Stock Option must be exercised before the close of the New York Stock Exchange (“NYSE”) on the day that is the 10^th anniversary of the Grant Date, and if the NYSE is not open for business on the Expiration Date, the Stock Option will expire at the close of the NYSE’s prior business day (the “Expiration Date”).

5.Termination of Employment.

(a)Any portion of the Stock Option that has not vested as of your Termination of Employment, other than as set forth under Sections 6, 7, 8 and 9 herein, will be immediately forfeited, and your rights with respect to such portion of the Stock Option will end.

(b)You may exercise the portion of the Stock Option that has vested prior to your Termination of Employment by the earlier of (a) the Expiration Date, and (b) ninety (90) days from your Termination of Employment, subject to Sections 6, 7, 8, 9 and 14 herein, as applicable.

6.Retirement Eligible.

(a)If, at the time of your Termination of Employment, you attained age 55 and have completed at least five years of service, provided that the sum of your age and years of service is

65 or higher, your Stock Option will continue to vest under the terms and conditions hereunder following your Termination of Employment to the same extent it would have vested had you not had a Termination of Employment, provided that (i) you continue to satisfy all other applicable conditions as may be established by the Committee on or prior to the date of your Termination of Employment with respect to such continued vesting, (ii) your Termination of Employment is not for Cause or due to death or Disability, and does not constitute a Change in Control Termination (as defined in, and eligible for the full accelerated vesting under, Section 8 below), and (iii) if your Termination of Employment is due to your voluntary Retirement, you shall have provided written notice to the Company or, if different, the Subsidiary employing you (the “Employer”) of your Retirement at least six months (or one year in the case of a Band 0, Band 1 or Band 2 Employee) prior to your Retirement.

(b)If you meet the requirements for Retirement described in Section 6(a), then any portion of the Stock Option that has vested prior to your Termination of Employment or will vest thereafter will expire on the earlier of (i) Expiration Date, and (ii) the fifth anniversary of your Termination of Employment.

(c)Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that likely would result in the favorable retirement treatment, which otherwise would apply to the Stock Option pursuant to this Section 6, being deemed unlawful and/or discriminatory, then the Company will not apply the favorable retirement treatment at the time of your Termination of Employment and the Stock Option will be treated as they would under the rules that otherwise would have applied as if your Termination of Employment did not qualify as a Retirement pursuant to this Section 6.

7.Death or Disability. If your Termination of Employment is a result of your death or Disability, any unvested portion of the Stock Option will immediately vest and become exercisable, and your Stock Option will expire on the earlier of (i) the Expiration Date, and (ii) the third anniversary of your Termination of Employment due to death or Disability.

8.Change in Control. Except as may be otherwise provided by the Committee, if your Termination of Employment occurs after a Change in Control, your Stock Option (or any other form of equity award or compensation that replaces your Stock Option as a result of the Change in Control) will immediately become fully vested, and you will be entitled to exercise the Stock Option until the earlier of (x) the Expiration Date or (y) the third anniversary of your Termination of Employment, provided that:

(a) your employment is terminated by the Company or the Employer, for any reason other than Cause, Disability or death in the twelve (12) month period following the Change in Control; or

(b) you terminate your employment with the Company or the Employer after one of the following events within the twelve (12) month period following the Change in Control:

the Company or the Employer (1) assigns or causes to be assigned to you duties inconsistent in any material respect with your position as in effect immediately

prior to the Change in Control; (2) makes or causes to be made any material adverse change in your position, authority, duties or responsibilities; or (3) takes or causes to be taken any other action which, in your reasonable judgment, would cause you to violate your ethical or professional obligations (after written notice of such judgment has been provided by you to the Company or the Employer and the Company or the Employer has been given a fifteen (15) day period within which to cure such action) or

ii.

the Company or the Employer, without your consent, (1) requires you to relocate to a principal place of employment more than fifty (50) miles from your existing place of employment; or (2) materially reduces your base salary, annual bonus, or retirement, welfare, stock incentive, perquisite (if any) and other benefits taken as a whole (collectively, a “Change in Control Termination”).

provided, however, that none of the events described in this sentence shall constitute a Change in Control Termination unless and until (w) you first notify the Company in writing describing in reasonable detail the condition which constitutes a Change in Control Termination within ninety (90) days of its occurrence, (x) the Company fails to cure such condition within thirty (30) days after the Company’s receipt of such written notice, (y) notwithstanding such efforts, the condition continues to exist, and (z) you terminate employment within sixty (60) days after the end of such thirty (30)-day cure period.

9.Termination of Employment as a Result of a Divestiture or Outsourcing. If the business in which you are employed is being separated from the Company as a result of a Disposition of Assets, Disposition of a Subsidiary or an Outsourcing Agreement, and, as of the closing date of the applicable transaction you are designated in the transaction documents (either individually or by classification) as a “business employee” (or similar designation) who will be terminating employment with the Company and its Subsidiaries either because (i) you will remain with the separated business after the transaction or be transferred to the employment of the buyer or Outsourcing Agent as a result of the transaction; or (ii) you will not be offered continued employment by the Company or a Subsidiary, buyer or Outsourcing Agent after the close of the transaction, then your Stock Option Award will vest and become exercisable pro rata (standard rounding to the nearest Share in full-month increments) based on (a) the number of whole months that you have completed from the Grant Date through the end of the month of the closing date of the applicable transaction over the original number of months of the vesting period, times (b) the total number of Shares subject to the Stock Option on the Grant Date minus (c) the number of Shares previously vested pursuant to the Normal Vesting Terms. If you become entitled to the pro rata vesting described in this Section 9, you will not be entitled to any further vesting in your Stock Option Award, unless you are transferred to employment with the Company or a Subsidiary in a position outside of the business that is being separated from the Company (with the intent of continued employment with the Company or a Subsidiary outside of the separated business) prior to your Termination of Employment as a result of the Disposition of Assets, Disposition of a Subsidiary or an Outsourcing Agreement. The vested portion of your Stock Option Award will expire on the earlier of (x) the Expiration Date and (y) the third anniversary of your Termination of Employment.

Notwithstanding the foregoing, you shall not be eligible for such pro rata vesting and extended expiration date if (i) your Termination of Employment occurs on or prior to the closing

date of such Disposition of Assets or Disposition of a Subsidiary, as applicable, or on such later date as is specifically provided in the applicable transaction agreement or related agreements, or on the effective date of such Outsourcing Agreement applicable to you (the “Applicable Employment Date”), and (ii) you are offered Comparable Employment with the buyer, successor company or outsourcing agent, as applicable, but do not commence such employment on the Applicable Employment Date. Further, you shall also not be eligible for such pro rata vesting if your Termination of Employment constitutes a Retirement and your Stock Option is eligible for continued vesting pursuant to Section 6.

For the purpose of this Section 9, (i) “Comparable Employment” shall mean employment at a base salary rate and bonus target that is at least equal to the base salary rate and bonus target in effect immediately prior to your Termination of Employment and at a location that is no more than 50 miles from your existing place of employment; (ii) “Disposition of Assets” shall mean the disposition by the Company or a Subsidiary of all or a portion of the assets used by the Company or Subsidiary in a trade or business to an unrelated corporation or entity; (iii) “Disposition of a Subsidiary” shall mean the disposition by the Company or a Subsidiary of its interest in a Subsidiary to an unrelated individual or entity, provided that such Subsidiary ceases to be a Subsidiary as a result of such disposition; and (iv) “Outsourcing Agreement” shall mean a written agreement between the Company or a Subsidiary and an unrelated third party (“Outsourcing Agent”) pursuant to which (a) the Company transfers the performance of services previously performed by employees of the Company or Subsidiary to the Outsourcing Agent, and (b) the Outsourcing Agreement includes an obligation of the Outsourcing Agent to offer employment to any employee whose employment is being terminated as a result of or in connection with said Outsourcing Agreement.

10.Payment of Exercise Price. To exercise the Stock Option, you must pay the Exercise Price for the Shares underlying the exercised portion of the Stock Option. You may pay the Exercise Price in cash, or by certified check, bank draft, wire transfer or postal or express money order. You may also pay the Exercise Price by using one or more of the following methods: (i) delivering to the Company or its agent a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly (within the typical settlement cycle for the sale of equity securities on the relevant trading market, or otherwise in accordance with Regulation T issued by the Federal Reserve Board) to the Company sale or loan proceeds adequate to satisfy the portion of the Exercise Price being so paid; (ii) if expressly approved by the Committee, tendering to the Company (by physical delivery or attestation) or its agent certificates of Shares that you have held for six (6) months or longer (unless the Committee, in its discretion, waives this six-month period) and that have an aggregate Fair Market Value as of the day prior to the date of exercise that is enough to satisfy the Exercise Price and any applicable taxes being so paid; or (iii) if such form of payment is expressly authorized by Board or Committee, instructing the Company to withhold Shares that would otherwise be issued were the Exercise Price to be paid in cash and that have an aggregate Fair Market Value as of the date of exercise that is enough to satisfy the Exercise Price and any applicable taxes being so paid. Notwithstanding the foregoing, you may not tender any form of payment that the Company determines, in its sole and absolute discretion, could violate any law or regulation. You are not required to purchase all Shares subject to the Stock Option at one time, but you must pay the full Exercise Price for all Shares that you elect to purchase before they will be delivered.

11.Exercise of Stock Option. Subject to the terms and conditions of this Award Agreement, the Stock Option may be exercised by contacting the stock plan administrator. If the Stock Option is exercised after your death, the Company will deliver Shares only after the Committee or its designee has determined that the person exercising the Stock Option is the duly appointed executor or administrator of your estate or the person to whom the Stock Option has been transferred by your will or by the applicable laws of descent and distribution.

12.Responsibility for Taxes. Regardless of any action the Company or the Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), by accepting the Award, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Option, including, but not limited to, the grant, vesting or exercise of the Stock Option, the issuance of Shares upon exercise of the Stock Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Stock Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:

withholding from your wages or other cash compensation paid to you by the Company and/or the Employer;

ii.

withholding from proceeds of the sale of Shares acquired upon exercise of the Stock Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

iii.

withholding in Shares to be issued upon exercise of the Stock Option.

Finally, you shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

13.Transfer of Stock Option. You may not transfer any interest in the Stock Option except by will or the laws of descent and distribution. Any other attempt to dispose of your interest in the Stock Option will be null and void.

14.Covenant; Forfeiture of Award; Agreement to Reimburse Company.

(a)If you have been terminated for Cause, any Stock Option shall be immediately rescinded and, in addition, you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said Shares) you received for Stock Options that were exercised during the six (6) month period prior to your Termination of Employment.

(b)If, after your Termination of Employment, the Committee determines in its sole discretion that while you were an employee of the Company or a Subsidiary you engaged in activity that would have constituted grounds for the Company or Subsidiary to terminate your employment for Cause, then the Company will immediately rescind any vested but unexercised portion of the Stock Option and you will immediately forfeit any and all rights you have remaining on the date the Committee makes such determination with respect to the Stock Option. In addition, you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said Shares) you received for Stock Options (i) that were exercised during the six (6) month period prior to your Termination of Employment and (ii) that were exercised at or following your Termination of Employment.

(c) If the Committee determines, in its sole discretion, that at any time after your Termination of Employment and prior to the later of (1) second anniversary of your Termination of Employment and (2) the date you fully exercised any Stock Options granted hereunder, you (x) disclosed business confidential or proprietary information related to any business of the Company or Subsidiary or (y) have entered into an employment or consultation arrangement (including any arrangement for employment or service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in a business and (A) such employment or consultation arrangement would likely (in the sole judgment of the Committee) result in the disclosure of business confidential or proprietary information related to any business of the Company or a Subsidiary to a business that is competitive with any Company or Subsidiary business as to which you have had access to business strategic or confidential information, and (B) the Committee has not approved the arrangement in writing, then any Stock Option that you have not exercised (whether vested or unvested) will immediately be rescinded, and you will forfeit any rights you have with respect to this Stock Option as of the date of the Committee’s determination. In addition, you hereby agree and promise immediately to deliver to the Company, Shares (or, in the discretion of the Committee, cash) equal in value to the amount of any profit you realized upon an exercise of the Stock Option during the period beginning six

(6) months prior to your Termination of Employment and ending on the Committee’s determination date.

(d)The Committee shall be entitled to require that you repay all or part of any amount received (whether in cash or Shares) pursuant to the terms of this Award (i) to the extent it deems it necessary or appropriate to comply with any current or future rules of the U.S. Securities and Exchange Commission, the NYSE or any other governmental agency, as they may be amended from time to time, (ii) to the extent it deems it necessary or appropriate to comply with the requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable law, regulation or stock exchange listing requirement, as may be in effect from time to time, or (iii) to the extent otherwise deemed appropriate by the Committee to recover any overpayment or mistaken payment that was based on deficient financial information, and you hereby agree and promise to promptly remit to the Company any such amount.

15.Adjustments. In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event, the Committee shall adjust the number and kind of Shares covered by the Stock Option, the Exercise Price and other relevant provisions to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by the Stock Option.

16.Restrictions on Exercise. Exercise of the Stock Option is subject to the conditions that, to the extent required at the time of exercise, (a) the Shares underlying the Stock Option will be duly listed, upon official notice of issuance, upon the NYSE, and (b) a Registration Statement under the Securities Act with respect to the Shares will be effective or an exemption from registration will apply. The Company will not be required to deliver any Shares until all applicable federal, state, foreign and local laws and regulations have been complied with and all legal matters in connection with the issuance and delivery of the Shares have been approved by counsel of the Company.

17.Insider Trading; Market Abuse Laws. By accepting the Award, you acknowledge that you have read and understand the Company’s insider trading policy, and are aware of and understand your obligations under federal securities laws in respect of trading in the Company’s securities. The Company will have the right to recover, or receive reimbursement for, any compensation or profit realized on the exercise of the Stock Option or the disposition of Shares received upon exercise of the Stock Option to the extent that the Company has a right of recovery or reimbursement under applicable securities laws.

the laws or regulations in your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.

18.Plan Terms Govern. The exercise of the Stock Option, the disposition of any Shares received upon exercise of the Stock Option, and the treatment of any gain on the disposition of these Shares are subject to the terms of the Plan and any rules that the Committee may prescribe. The Plan document, as may be amended from time to time, is incorporated into this Award Agreement. Capitalized terms used in this Award Agreement have the meaning set forth in the Plan, unless otherwise stated in this Award Agreement. In the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the Plan will control. By accepting the Award, you acknowledge receipt of the Plan, as in effect on the date of this Award Agreement.

19.Data Privacy. By accepting the Award, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other grant materials by and among, as applicable, the Company, your Employer and any other Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Stock Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

without cost, by contacting in writing your local Human Resources Representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke the consents, your employment or service with the Employer will not be affected; the only consequence of refusing or withdrawing the consents is that the Company would not be able to grant Stock Options or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local Human Resources Representative.

20.Nature of Grant. By accepting the Award, you acknowledge, understand and agree that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b)the grant of the Stock Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of stock options, or benefits in lieu of stock options, even if stock options have been granted repeatedly in the past;

(c)all decisions with respect to future stock option grants, if any, will be at the sole discretion of the Company;

(d)your participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary nor create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment relationship at any time;

(e)you are voluntarily participating in the Plan;

(f)the Stock Option and the Shares subject to the Stock Option, and the value of and income from same, are not intended to replace any pension rights or compensation;

(g)the Stock Option and the Shares subject to the Stock Option, and the value of and income from same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;

(h)the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(i)if the underlying Shares do not increase in value, the Stock Option will have no value;

(j)if you exercise the Stock Option and obtain Shares, the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price;

(k)in consideration of the Stock Option Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Option resulting from your Termination of Employment with the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws); and except where expressly prohibited under

applicable laws, you irrevocably release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, you shall be deemed irrevocably to have waived your entitlement to pursue such claim;

(l)the Stock Option and the Shares subject to the Stock Option, and the value of and income from same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Subsidiary;

(m)the Stock Option and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability;

(n)you have no rights as a stockholder of the Company pursuant to the Stock Option until you exercise the Stock Option and Shares are actually delivered to you; and

(o)if you reside outside the United States,

(A)the Stock Option and the Shares subject to the Stock Option, and the value of and income from same, are not part of normal or expected compensation or salary for any purpose; and

(B)neither the Company, the Employer, nor any other Subsidiary will be liable for any foreign exchange rate fluctuation between any local currency and the U.S. dollar that may affect the value of the Stock Option, any amounts due to you pursuant to the exercise of the Stock Option or the subsequent sale of any Shares acquired upon exercise.

21.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, the exercise of your Stock Option or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

22.Incorporation of Other Agreements. This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding the Stock Option. This Award Agreement supersedes any prior agreements, commitments or negotiations concerning the Stock Option.

23.Severability. The invalidity or unenforceability of any provision of this Award Agreement will not affect the validity or enforceability of the other provisions of this Award Agreement, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration, scope or covered activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.

24.Language. You acknowledge that you are sufficiently proficient in English to understand the terms and conditions of the Award Agreement or have had the ability to consult with an advisor who is sufficiently proficient in the English language. Furthermore, if you have received this Award Agreement or any other document related to the Plan translated into a

language other than English and if the meaning of the translated version is different than the English version, the English version will control.

25.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

26.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the Stock Option Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

27.Governing Law and Venue. The Award Agreement is to be governed by and construed in accordance with the laws of Switzerland, without regard to the conflict of laws principles thereof.

For purposes of litigating any dispute that arises under this grant or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Pennsylvania and agree that such litigation shall be conducted in the courts of Chester County, Pennsylvania, or the federal courts for the United States for the Eastern District of Pennsylvania, where this Award is made and/or to be performed.

28.Waiver. You acknowledge that a waiver by the Company of breach of any provision of the Award Agreement will not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach by you or any other Participant.

29.Appendix. Notwithstanding any provisions in the Award Agreement, the Stock Option will be subject to any special terms and conditions for your country set forth in the Appendix attached hereto. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of the Award Agreement.

30.Foreign Asset/Account Reporting; Exchange Control Requirements. Certain applicable foreign asset and/or foreign account reporting requirements and exchange controls may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You may also be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that you are responsible for complying with any applicable regulations, and that you should speak to your personal legal advisor for any details.

*****

By accepting this Award, you agree to the following:

(i)you have carefully read, fully understand and agree to all of the terms and conditions described in this Award Agreement and the Plan; and

(ii)you understand and agree that this Award Agreement and the Plan constitute the entire understanding between you and the Company regarding the Stock Option, and that any prior agreements, commitments or negotiations concerning the Stock Option are replaced and superseded.

(iii) FOR EU/EEA/SWITZERLAND/UK PARTICIPANTS ONLY: you declare that you expressly agree with the data processing practices described in the “Data Privacy Information and Consent” section of the EU/EEA/SWITZERLAND/UK appendix (the “Data Privacy Provisions”), and consent to the collection, processing and use of data by the Company and the transfer of data to the recipients mentioned in the Data Privacy Provisions, including recipients located in countries that do not provide an adequate level of protection from an EU/EEA/SWITZERLAND/UK data protection law perspective, for the purposes described in the Data Privacy Provisions. You understand that providing your signature below (or accepting the award agreement electronically) is a condition of receiving the equity award under the equity incentive plan and that the Company may cancel the equity award if a signature is not provided. You understand that you may withdraw your consent at any time with future effect for any or no reason as described in the Data Privacy Provisions.

____________________________

Terrence R. Curtin

Chief Executive Officer,

TE Connectivity

Appendix

to the

Terms and Conditions

Stock Option Award

under the

TE Connectivity Ltd.

2007 Stock and Incentive Plan

Capitalized terms not specifically defined in this Appendix have the same meaning assigned to them in the Plan and/or the Award Agreement to which this Appendix is attached.

Terms and Conditions

This Appendix includes additional terms and conditions that govern the grant of Stock Options in your country. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer residency and/or employment to another country after the grant but prior to the vesting and/or exercise of the Stock Option, or are considered a resident of another country for local law purposes, the Company may, in its discretion, determine to what extent the additional terms and conditions contained herein will apply to you.

Notifications

This Appendix also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities and other laws in effect in the respective countries as of December 2020. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the vesting or exercise of the Stock Option, receipt of any dividends or the subsequent sale of the Shares. In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer residency and/or employment to another country after the Stock Option is granted to you, or are considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to you.

EU/EEA/SWITZERLAND/UK

Terms and Conditions

The following terms and conditions will apply if you work or reside in a European Union (“EU”) / European Economic Area (“EEA”) country, Switzerland or the United Kingdom (“UK”).

Data Privacy Information and Consent. The following provisions replace Section 19 of the Award Agreement:

(a)Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address, telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Stock Options, and any other rights to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is the explicit declaration of the consent you provide when signing or electronically agreeing to the Award Agreement.

(b)Stock Plan Administration Service Providers. The Company transfers Data to UBS Financial Services Inc. and certain of its affiliates (“UBS”), which is assisting the Company with the implementation, administration and management of the Plan. You may be asked to agree on separate terms and data processing practices with UBS, with such agreement being a condition to your ability to participate in the Plan.

(c)Other Service Provider Data Recipients. The Company and the Employer also may transfer Data to other third party service providers, if necessary to ensure compliance with applicable tax, exchange control, securities and labor law. Such third party service providers may include the Company’s legal counsel as well as its auditor/accountant/third party vendor (currently Deloitte, Willis Towers Watson). Wherever possible, the Company will anonymize data, but you understand that your Data may need to be transferred to such providers to ensure compliance with applicable law and/or tax requirements.

(d)International Data Transfers. The Company, UBS and its other service providers described above under (c) have operations in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. For example, the European Commission has issued a limited adequacy finding with respect to the United States that applies only to the extent companies register for the EU-U.S. Privacy Shield program. The Company has registered for the EU-U.S. Privacy Shield program and, as such, may transfer Data from the EU to the U.S. in reliance on the program.

(e)Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond your employment with the Employer. When the Company or the Employer no longer need Data for any of the above purposes, they will cease

processing it in this context and remove it from all of their systems used for such purposes to the fullest extent practicable.

(f)Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke the consent, your salary from or employment relationship with the Employer will not be affected. The only consequence of refusing or withdrawing consent is that the Company would not be able to grant the Stock Option under the Plan or administer or maintain your participation in the Plan. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

(g)Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access to or copies of Data the Company processes, (ii) rectify incorrect Data, (iii) delete Data, (iv) restrict the processing of Data, (v) restrict the portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact your local human resources representative.

AUSTRALIA

Notifications

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in the Act).

AUSTRIA

There are no country-specific provisions.

CANADA

Terms and Conditions

Payment of Exercise Price. The following provision supplements Section 10 of the Award Agreement:

Due to regulatory requirements, you understand that you are prohibited from surrendering Shares that you already own to pay the Exercise Price or any Tax-Related Items in connection with the exercise of the Stock Option. The Company reserves the right to permit this method of payment depending upon the development of local law.

The following terms and conditions will apply if you are a resident of Quebec:

Language Consent. The parties acknowledge that it is their express wish that the Award Agreement, including this Appendix, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement relatif à la langue utilisée. Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention [“Award Agreement”], ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

Data Privacy. The following provisions supplement Section 19 of the Award Agreement:

You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel involved in the administration and operation of the Plan. You further authorize the Company, the Employer, and any other Subsidiary to disclose and discuss the Plan with their advisors. You further authorize the Company, the Employer and any other Subsidiary to record such information and to keep such information in your employee file.

Notifications

Securities Law Information. You will not be permitted to sell or otherwise dispose of the Shares acquired upon exercise of the Stock Option within Canada. You will only be permitted to sell or dispose of any Shares if such sale or disposal takes place outside of Canada on the facilities on which such Shares are traded. This requirement should be satisfied if you sell Shares acquired upon exercise of the Stock Option on the NYSE.

CHINA

Terms and Conditions

The following terms and conditions will apply if you are subject to exchange control restrictions and regulations in China, including the requirements imposed by the State Administration of Foreign Exchange (“SAFE”), as determined by the Company in its sole discretion.

Retirement Eligible. The following provisions replace Section 6 of the Award Agreement:

(a) If, at the time of your Termination of Employment, you attained age 55 and have completed at least five years of service, provided that the sum of your age and years of service is 65 or higher, your Stock Option will vest and become exercisable pro rata (standard rounding to the nearest Share in full month increments) based on (i) the number of whole months that you have completed from the Grant Date through the end of the month in which your Termination of Employment occurs, over the original number of months of the vesting period, times (ii) the total number of Shares subject to the Stock Option on the Grant Date, minus (iii) the number of Shares subject to the Stock Option previously vested under the Normal Vesting Terms, provided that (x) you continue to satisfy all other applicable conditions as may be established by the Committee on or prior to the date of your Termination of Employment with respect to such pro rata vesting, (y) your Termination of Employment is not for Cause or due to death or Disability,

and does not constitute a Change in Control Termination (as defined in, and eligible for the full accelerated vesting under, Section 8), and (z) if your Termination of Employment is due to your voluntary Retirement, you shall have provided written notice to the Company or, if different, the Subsidiary employing you (the “Employer”) of your Retirement at least six months (or one year in the case of a Band 0, Band 1 or Band 2 Employee) prior to your Retirement

(b) If you meet the requirements for Retirement described in Section 6(a) on or before your Termination of Employment, then any portion of the Stock Option that has vested as of the date of your Termination of Employment will expire on the earlier of (i) Expiration Date, and (ii) six (6) months from the date of your Termination of Employment.

(c) Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that likely would result in the favorable retirement treatment, which otherwise would apply to the Stock Option pursuant to this Section 6, being deemed unlawful and/or discriminatory, then the Company will not apply the favorable retirement treatment at the time of your termination and the Stock Option will be treated as they would under the rules that otherwise would have applied as if your termination did not qualify as a Retirement pursuant to this Section 6.

Payment of Exercise Price. The following provision supplements Section 10 of the Award Agreement:

Notwithstanding any terms to the contrary in the Plan or the Award Agreement, due to legal restrictions in China, you will be required to exercise your Stock Option using a cashless sell-all exercise method pursuant to which all Shares subject to the exercised Stock Option will be sold immediately upon exercise and the proceeds of sale, less the Exercise Price, any Tax-Related Items and broker’s fees or commissions, will be remitted to you in cash in accordance with any applicable exchange control laws and regulations. You will not be permitted to hold Shares after exercise. The Company reserves the right to provide additional methods of exercise depending on the development of local laws.

Post-Termination Exercise Period. The following provisions supplement Sections 7, 8 and 9 of the Award Agreement:

Notwithstanding Sections 7, 8 and 9 herein, you may exercise the portion of your Stock Option that has vested prior to your Termination of Employment by the earlier of (a) the Expiration Date, and (b) ninety (90) days from the date of your Termination of Employment. Any portion of the vested Stock Option that has not been exercised as of the earlier of the two dates will be immediately forfeited, and your rights with respect to such portion of your Stock Option will end.

Exchange Control Requirements. You understand and agree that, pursuant to local exchange control requirements, you will be required to repatriate the cash proceeds from the cashless sell-all exercise of the Stock Option to China. You further understand that, under applicable laws, such repatriation of your cash proceeds will need to be effectuated through a special exchange control account established by the Company, the Employer or any other Subsidiary, and you hereby consent and agree that any funds realized under the Plan will be transferred to such

special account prior to being delivered to you. You also understand that the Company will deliver the proceeds to you as soon as possible, but there may be delays in distributing the funds to you due to exchange control requirements in China. Proceeds may be paid to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to you in U.S. dollars, you may be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to you in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Additional Restrictions. The Stock Option will not vest and become exercisable, and no Shares will be issued, unless the Company determines that such vesting, exercise, and the issuance and delivery of Shares complies with all applicable laws. Further, the Company is under no obligation to issue Shares if the Company’s SAFE approval becomes invalid or ceases to be in effect by the time you exercise the Stock Option.

GERMANY

There are no country-specific provisions.

HONG KONG

Terms and Conditions

Sale Restriction. In the event that Shares are issued to you or your estate or heirs within six (6) months of the Grant Date, such Shares may not be sold prior to the six-month anniversary of the Grant Date.

Notifications

Securities Law Information. WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You should exercise caution in relation to the Award. If you have any questions regarding the contents of the Award Agreement or the Plan, you should obtain independent professional advice. Neither the Award nor the issuance of Shares upon exercise of the Stock Option constitutes a public offering of securities under Hong Kong law and is available only to eligible employees and other service providers of the Company or Subsidiaries. The Award Agreement, the Plan and other incidental communication materials distributed in connection with the Stock Option (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong and (ii), are intended only for the personal use of each eligible employee or other service provider of the Company or Subsidiaries, and may not be distributed to any other person.

INDIA

Terms and Conditions

Payment of Exercise Price. The following provision supplements Section 10 of the Award Agreement:

Notwithstanding any terms to the contrary in the Plan or the Award Agreement, you will be required to exercise your Stock Option using a cashless sell-all exercise method pursuant to which all Shares subject to the exercised Stock Option will be sold immediately upon exercise and the proceeds of sale, less the Exercise Price, any Tax-Related Items and broker’s fees or commissions, will be remitted to you in cash in accordance with any applicable exchange control laws and regulations. You will not be permitted to hold Shares after exercise. The Company reserves the right to provide additional methods of exercise depending on the development of local laws.

IRELAND

There are no country-specific provisions.

JAPAN

There are no country-specific provisions.

NORWAY

There are no country-specific provisions.

SINGAPORE

Terms and Conditions

Sale Restriction. You agree that any Shares acquired under the Plan will not be offered for sale in Singapore prior to the six-month anniversary of the Grant Date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the condition of, any other applicable provision of the SFA.

Notifications

Securities Law Information. The Award is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, under which it is exempt from the prospectus and registration requirements and is not made with a view to the underlying Shares being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

SWITZERLAND

Notifications

Securities Law Information. Neither this document nor any other materials relating to the Stock Option (i) constitutes a prospectus according to article 35 et seq. of the Swiss Federal Act

on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee of the Company or a Subsidiary, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority (FINMA).

UNITED ARAB EMIRATES

Notifications

Securities Law Information. The Plan is only being offered to eligible persons and constitutes an “exempt personal offer” of equity incentives to such individuals in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to eligible persons and must not be delivered to, or relied on by, any other person.

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with this statement or the Plan. The Ministry of Economy, the Dubai Department of Economic Development, the Emirates Securities and Commodities Authority, Central Bank and the Dubai Financial Securities Authority, depending on the employee’s location in the United Arab Emirates, have not approved this statement, the Plan, the Award Agreement or any other documents you may receive in connection with the Stock Option or taken steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. The following provisions supplement Section 12 of the Award Agreement:

Without limitation to Section 12 of the Award Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer, as applicable, or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the terms of immediately foregoing provision will not apply. In this case, the amount of the income tax not collected within ninety (90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and National Insurance contributions may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer, as applicable, the amount of any National Insurance contributions

due on this additional benefit, which may be recovered from you by the Company or the Employer at any time thereafter by any of the means referred to in this Section 12.

UNITED STATES

Terms and Conditions

Restrictive Covenants. Notwithstanding anything in the Award Agreement to the contrary, by accepting the Award, you acknowledge, understand and agree to the following provisions:

(a) Restrictions on Solicitation of Company’s Employees. You agree that during your employment with your Employer, the Company and any Subsidiary and for a period of twelve (12) months following your Termination of Employment, for any reason, you will not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee or contract/temporary employee of the Company or any of its Subsidiaries to leave his/her employment with the Company or respective Subsidiary, or to otherwise hire or employ any employee of Company or any of its Subsidiaries who at any time worked for, under, or with you.

The following provisions apply to all US employees except for those whose work site is in California:

(a) Restrictions on Competition. You agree that during the period of your employment with your Employer, the Company and any Subsidiary and for a period of twelve (12) months following your Termination of Employment, for any reason, you will not, in any country of the world in which you have done business on behalf of your Employer, the Company or any Subsidiary at any time during the last twelve (12) months prior to the date of your Termination of Employment, engage in or enter into any kind of employment or gainful occupation, directly or indirectly, in any Competing Business where your responsibilities include the manufacture, sale, purchasing, research, development, or business plans of any product, process, function or service which is directly competitive with or similar to any Company or Subsidiary product, process, function or service that you were exposed to within twelve (12) months prior to your Termination of Employment. For purposes of this Agreement, the term “Competing Business” shall mean any person or other entity which sells or attempts to sell any products or services which are the same as or similar to the products and services sold, leased or otherwise distributed by Company or any Subsidiary at any time during the last twelve (12) months prior to your Termination of Employment, or which has under development a product or service that is in competition with a product or service, whether existing or under development, of Company or any Subsidiary.

(b) Restrictions on Solicitation of Company’s Customers. You agree that during your employment with your Employer, Company and any Subsidiary and for twelve (12) months following your Termination of Employment, for any reason, you will not directly or indirectly encourage any customers or suppliers to refrain from or stop doing business with the Company or any Subsidiary, either on your behalf or on behalf of any other party or entity.

Exhibit 10.2

TE Connectivity Ltd.
2007 Stock and Incentive Plan

Terms and Conditions

Restricted Unit Award

< XXXX >

RESTRICTED UNIT AWARD made as of [XXXX] (the “Grant Date”).

1.Grant of Award. TE Connectivity Ltd. (the “Company”) has granted you [XXX] Restricted Units, subject to the provisions of this Award Agreement, including any special terms and conditions for your country in the appendix attached hereto (the “Appendix”). The Company will hold the Restricted Units in a bookkeeping account on your behalf until they become payable or are forfeited or cancelled.

2.Payment Amount. Each Restricted Unit represents one (1) share of common stock of the Company (the “Share”).

3.Form of Payment. Vested Restricted Units will be settled solely in Shares, subject to Section 16 herein and any special terms and conditions set forth in the Appendix.

4.Dividends and Dividend Equivalents. Restricted Units are a promise to deliver Shares upon vesting. For each Restricted Unit that is unvested, you will be credited with a Dividend Equivalent Unit (the “DEU”) for any cash or stock dividends distributed by the Company on its Shares. DEUs will be calculated at the same dividend rate paid to other holders of Shares. The number of DEUs to be credited to your account upon payment of a dividend will be equal to the quotient produced by dividing the cash value of the dividend earned on the Restricted Units by the fair market value of the Shares, defined as the closing price per Share as quoted on the New York Stock Exchange (the “NYSE”) on the date the dividend is paid. DEUs will vest and be delivered in the form of Shares in accordance with the vesting and payment schedules applicable to the underlying Restricted Units.

5.Time of Delivery. Except as otherwise provided for in this Award Agreement, Shares issuable upon vesting of the Restricted Units and DEUs will be delivered to you in whole Shares rounding down for any fractional Shares as soon as is administratively feasible following the date of vesting set forth in Section 6 or other applicable vesting date or event set forth in this Award Agreement, except as otherwise set forth in Section 24.

6.Normal Vesting. Your Restricted Unit Award will vest in four (4) equal installments, with the first installment on the first November 15 that is at least twelve (12) months from the Grant Date and the remaining three (3) installments on the following three (3) anniversaries of the first vesting date (the “Normal Vesting Terms”). The value of the Shares

issued at vesting will be calculated using the average of the high and low per Share price as reported on the NYSE on the date of vesting.

7.Termination of Employment. Any Restricted Units and DEUs that have not vested as of your Termination of Employment, other than as set forth under Sections 8, 9, 10 and 11 herein, will immediately be forfeited, and your rights with respect to those Restricted Units and DEUs will end.

8.Death or Disability. If your Termination of Employment is a result of your death or Disability, your Restricted Unit Award will immediately become fully vested and Shares issuable upon vesting of the Restricted Units and DEUs will be delivered in accordance with Section 5. If you are deceased, the Company will deliver Shares to your estate immediately after the Committee or its designee has determined the duly appointed executor or administrator of your estate.

9.Retirement Eligible. If, at the time of your Termination of Employment, you have attained age 55 and have completed at least five years of service, provided that the sum of your age and years of service is 65 or higher, your Restricted Unit Award will continue to vest under the terms and conditions hereunder following your Termination of Employment to the same extent it would have vested had you not had a Termination of Employment, provided that (i) you continue to satisfy all other applicable conditions established by the Committee on or prior to the date of your Retirement with respect to such continued vesting, (ii) your Termination of Employment is not for Cause or due to death or Disability, and does not constitute a Change in Control Termination (as defined in, and eligible for the full accelerated vesting under, Section 10 below), and (iii) if your Termination of Employment is due to your voluntary Retirement, you shall have provided written notice to the Company or, if different, the Subsidiary employing you (the “Employer”) of your Retirement at least six months (or one year in the case of a Band 0, Band 1 or Band 2 Employee) prior to your Retirement. Shares issuable for any portion of your Restricted Unit Award and DEUs that vest pursuant to this Section 9 will be delivered in accordance with Section 5.

Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that likely would result in the favorable retirement treatment, which otherwise would apply to the Restricted Units pursuant to this Section 9, being deemed unlawful and/or discriminatory, then the Company will not apply the favorable retirement treatment at the time of your Termination of Employment and the Restricted Units will be treated as they would under the rules that otherwise would have applied as if your Termination of Employment did not qualify as a Retirement pursuant to this Section 9.

10.Change in Control. Except as may be otherwise provided by the Committee, if your Termination of Employment occurs after a Change in Control, as defined in the Plan, your Restricted Unit Award (or any other form of equity award or compensation that replaces your Restricted Unit Award as a result of the Change in Control) will immediately become fully vested, provided that:

(a) your employment is terminated by the Company or the Employer for any reason other than Cause, Disability or death in the twelve (12)-month period following the Change in Control; or

(b) you terminate your employment with the Company or the Employer after one of the following events within the twelve (12)-month period following the Change in Control:

the Company or the Employer (1) assigns or causes to be assigned to you duties inconsistent in any material respect with your position as in effect immediately prior to the Change in Control; (2) makes or causes to be made any material adverse change in your position, authority, duties or responsibilities; or (3) takes or causes to be taken any other action which, in your reasonable judgment, would cause you to violate your ethical or professional obligations (after written notice of such judgment has been provided by you to the Company or the Employer and the Company or the Employer has been given a 15-day period within which to cure such action); or

ii.

the Company or the Employer, without your consent, (1) requires you to relocate to a principal place of employment more than 50 miles from your existing place of employment; or (2) materially reduces your base salary, annual bonus, or retirement, welfare, stock incentive, perquisite (if any) and other benefits taken as a whole (collectively, a “Change in Control Termination”);

provided, however, that none of the events described in this sentence shall constitute a Change in Control Termination unless and until (w) you first notify the Company in writing describing in reasonable detail the condition which constitutes a Change in Control Termination within ninety (90) days of its occurrence, (x) the Company fails to cure such condition within (thirty) 30 days after the Company’s receipt of such written notice, (y) notwithstanding such efforts, the condition continues to exist, and (z) you terminate employment within sixty (60) days after the end of such (thirty) 30-day cure period. Shares issuable for any portion of your Restricted Unit Award that vests pursuant to this Section 10 and DEUs will be delivered in accordance with Section 5.

Vesting date or your separation from service with the Company or a Subsidiary. The pro rata vesting will be based on (i) the number of whole months that you have completed from the Grant Date through the end of the month of the closing date of the applicable transaction over the original number of months of the vesting period, times (ii) the total number of Restricted Units awarded on the Grant Date minus (iii) the number of Restricted Units previously vested pursuant to the Normal Vesting Terms. If you become entitled to the pro rata vesting described in this Section 11, you will not be entitled to any further vesting in your Restricted Unit Award, unless you are transferred to employment with the Company or a Subsidiary in a position outside of the business that is being separated from the Company (with the intent of continued employment with the Company or a Subsidiary outside of the separated business) prior to your Termination of Employment as a result of the Disposition of Assets, Disposition of a Subsidiary or an Outsourcing Agreement.

Notwithstanding the foregoing, you shall not be eligible for such pro rata vesting if, (i) your Termination of Employment occurs on or prior to the closing date of such Disposition of Assets or Disposition of a Subsidiary, as applicable, or on such later date as is specifically provided in the applicable transaction agreement or related agreements, or on the effective date of such Outsourcing Agreement applicable to you (the “Applicable Employment Date”), and (ii) you are offered Comparable Employment with the buyer, successor company or outsourcing agent, as applicable, but do not commence such employment on the Applicable Employment Date. Further, you shall also not be eligible for such pro rata vesting if your Termination of Employment constitutes a Retirement and your Restricted Unit Award is eligible for continued vesting pursuant to Section 9.

For the purposes of this Section 11, (a) “Comparable Employment” shall mean employment at a base salary rate and bonus target that is at least equal to the base salary rate and bonus target in effect immediately prior to your Termination of Employment and at a location that is no more than 50 miles from your existing place of employment; (b) “Disposition of Assets” shall mean the disposition by the Company or a Subsidiary of all or a portion of the assets used by the Company or Subsidiary in a trade or business to an unrelated corporation or entity; (c) “Disposition of a Subsidiary” shall mean the disposition by the Company or a Subsidiary of its interest in a Subsidiary to an unrelated individual or entity, provided that such Subsidiary ceases to be a Subsidiary as a result of such disposition; and (d) “Outsourcing Agreement” shall mean a written agreement between the Company or a Subsidiary and an unrelated third party (“Outsourcing Agent”) pursuant to which the Company transfers the performance of services previously performed by employees of the Company or Subsidiary to the Outsourcing Agent, and the Outsourcing Agreement includes an obligation of the Outsourcing Agent to offer employment to any employee whose employment is being terminated as a result of or in connection with said Outsourcing Agreement.

Tax- Related Items in connection with any aspect of the Restricted Units, including, but not limited to, the grant, vesting or settlement of the Restricted Units, the issuance of Shares upon settlement of the Restricted Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any DEUs; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

withholding from your wages or other cash compensation paid to you by the Company and/or the Employer;

ii.

withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

iii.

withholding in Shares to be issued upon vesting of the Restricted Units;

provided, however, that if you are a Section 16 officer under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.

The Company may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including maximum rates, in which case you may receive a refund of any over-withheld amount in cash and you will have no entitlement to the Shares equivalent. Notwithstanding the foregoing, to avoid a prohibited acceleration under Section 409A of the Code, if Shares are withheld to satisfy any Tax-Related Items arising prior to the date of settlement of the Restricted Units for any portion of the Award that is subject to Section 409A, the number of Shares withheld will not exceed the number of Shares that equals the liability for the Tax-Related Items. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Restricted Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

13.Transfer of Award. You may not transfer any interest in the Restricted Units except by will or the laws of descent and distribution. Any other attempt to dispose of your interest in the Restricted Units will be null and void.

14.Covenant; Forfeiture of Award; Agreement to Reimburse Company.

(a)If you have been terminated for Cause, any Restricted Units shall be immediately rescinded and, in addition, you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said Shares) you received for Restricted Units that vested during the six (6) month period prior to your Termination of Employment.

(b) If, after your Termination of Employment, the Committee determines in its sole discretion that while you were an employee of the Company or a Subsidiary you engaged in activity that would have constituted grounds for the Company or Subsidiary to terminate your employment for Cause, then you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said Shares) you (i) received for Restricted Units that vested during the six (6) month period prior to your Termination of Employment and (ii) received for Restricted Units that vested at or following your Termination of Employment.

(c)If the Committee determines, in its sole discretion, that at any time after your Termination of Employment and prior to the later of (1) the second anniversary of your Termination of Employment and (2) the final vesting date of any Restricted Units and DEUs granted hereunder, you (x) disclosed business confidential or proprietary information related to any business of the Company or Subsidiary or (y) have entered into an employment or consultation arrangement (including any arrangement for employment or service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in a business and (A) such employment or consultation arrangement would likely (in the Committee’s sole discretion) result in the disclosure of business confidential or proprietary information related to any business of the Company or a Subsidiary to a business that is competitive with any Company or Subsidiary business as to which you have had access to business strategic or confidential information, and (B) the Committee has not approved the arrangement in writing, then you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said shares) you (i) received for Restricted Units that vested during the six (6) month period prior to your Termination of Employment and (ii) received for Restricted Units that vested at or following your Termination of Employment.

with the requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable law, regulation or stock exchange listing requirement, as may be in effect from time to time, or (iii) to the extent otherwise deemed appropriate by the Committee to recover any overpayment or mistaken payment that was based on deficient financial information, and you hereby agree and promise to promptly remit to the Company any such amount.

15.Adjustments. In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event, the Committee shall adjust the number and kind of Shares covered by the Restricted Units and other relevant provisions to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by the Restricted Units.

16.Restrictions on Payment of Shares. Payment of Shares for your Restricted Units is subject to the conditions that, to the extent required at the time of delivery, (a) the Shares underlying the Restricted Units will be duly listed, upon official notice of settlement, upon the NYSE, and (b) a Registration Statement under the Securities Act with respect to the Shares will be effective. The Company will not be required to deliver any Shares until all applicable federal, state, foreign and local laws and regulations have been complied with and all legal matters in connection with the issuance and delivery of the Shares have been approved by counsel of the Company.

17.Insider Trading; Market Abuse Laws. By accepting the Award, you acknowledge that you have read and understand the Company’s insider trading policy, and are aware of and understand your obligations under federal securities laws in respect of trading in the Company’s securities. The Company will have the right to recover, or receive reimbursement for, any compensation or profit realized on the disposition of Shares received for Restricted Units to the extent that the Company has a right of recovery or reimbursement under applicable securities laws.

You acknowledge that, depending on your or your broker’s country of residence or where the Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Units) or rights linked to the value of Shares under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.

18.Plan Terms Govern. The vesting and settlement of Restricted Units, the disposition of any Shares received for Restricted Units, and the treatment of any gain on the disposition of these Shares are subject to the terms of the Plan and any rules that the Committee may prescribe. The Plan document, as may be amended from time to time, is incorporated into this Award Agreement. Capitalized terms used in this Award Agreement have the meaning set forth in the Plan, unless otherwise stated in this Award Agreement. In the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the Plan will control. By accepting the Award, you acknowledge receipt of the Plan, as in effect on the date of this Award Agreement.

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Restricted Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

You understand that Data may be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan. You understand that these recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States you may request a list with the names and addresses of any potential recipients of Data by contacting your local Human Resources Representative. You authorize the Company and the recipients assisting the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States you may at any time view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local Human Resources Representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke the consents, your employment or service with the Employer will not be affected; the only consequence of refusing or withdrawing the consents is that the Company would not be able to grant Restricted Units or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local Human Resources Representative.

20.Nature of Grant. By accepting the Award, you acknowledge, understand and agree that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b)the grant of the Restricted Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of restricted units, or benefits in lieu of restricted units, even if restricted units have been granted repeatedly in the past;

(c)all decisions with respect to future restricted unit grants, if any, will be at the sole discretion of the Company;

(e)you are voluntarily participating in the Plan;

(f)the Restricted Units and the Shares subject to the Restricted Units, and the value of and income from same, are not intended to replace any pension rights or compensation;

(g)the Restricted Units and the Shares subject to the Restricted Units, and the value of and income from same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;

(h)the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(i)in consideration of the grant of the Restricted Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Units resulting from your Termination of Employment with the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws); and except where expressly prohibited under applicable law, you irrevocably release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, you shall be deemed irrevocably to have waived your entitlement to pursue such claim;

(j)the Restricted Units and the Shares subject to the Restricted Units, and the value of and income from same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Subsidiary;

(k)the Restricted Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability;

(l)payment of your Restricted Units is not secured by a trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of this Award or the account established on your behalf;

(m)you have no rights as a stockholder of the Company pursuant to the Restricted Units until Shares are actually delivered to you; and

(n)if you reside outside the United States,

(A)the Restricted Units and the Shares subject to the Restricted Units, and the value of and income from same, are not part of normal or expected compensation or salary for any purpose; and

(B)neither the Company, the Employer, nor any other Subsidiary will be liable for any foreign exchange rate fluctuation between any local currency and the U.S. dollar that may affect the value of the Restricted Units, any amounts due to you pursuant to the settlement of the Restricted Units or the subsequent sale of any Shares acquired upon settlement.

21.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

22.Incorporation of Other Agreements. This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding the Restricted Units. This Award Agreement supersedes any prior agreements, commitments or negotiations concerning the Restricted Units.

23.Severability. The invalidity or unenforceability of any provision of this Award Agreement will not affect the validity or enforceability of the other provisions of the Award Agreement, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration, scope or covered activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.

24. Delayed Payment. Notwithstanding anything in this Award Agreement to the contrary, if you are a “specified employee” within the meaning of section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, and some or all of your Award is subject to Section 409A of the Code, then any payment of Restricted Units and DEUs subject to Section 409A of the Code that is made on account of your Termination of Employment shall be delayed until six (6) months following such Termination of Employment.

25.Language. You acknowledge that you are sufficiently proficient in English to understand the terms and conditions of the Award Agreement or have had the ability to consult with an advisor who is sufficiently proficient in the English language. Furthermore, if you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

26.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by

electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

27.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

28.Governing Law and Venue. The Award Agreement is to be governed by and construed in accordance with the laws of Switzerland, without regard to the conflict of laws principles thereof.

29.Waiver. You acknowledge that a waiver by the Company of breach of any provision of the Award Agreement will not operate or be construed as a waiver of any other provision of the Award Agreement, or of any subsequent breach by you or any other Participant.

30.Appendix. Notwithstanding any provisions in the Award Agreement, the Restricted Unit Award will be subject to any special terms and conditions for your country set forth in the Appendix attached hereto. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of the Award Agreement.

31.Foreign Asset/Account Reporting; Exchange Control Requirements. Certain applicable foreign asset and/or foreign account reporting requirements and exchange controls may affect your ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You may also be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker and/or within a certain time after receipt. You acknowledge that you are responsible for complying with any applicable regulations, and that you should speak to your personal legal advisor for any details.

*****

By accepting this Award, you agree to the following:

(i)you have carefully read, fully understand and agree to all of the terms and conditions described in this Award Agreement and the Plan; and

(ii)you understand and agree that this Award Agreement and the Plan constitute the entire understanding between you and the Company regarding the Award, and that any prior agreements, commitments or negotiations concerning the Restricted Units are replaced and superseded.

____________________________

Terrence R. Curtin

Chief Executive Officer,

TE Connectivity

Appendix

to the

Terms and Conditions

Restricted Unit Award

under the

TE Connectivity Ltd.

2007 Stock And Incentive Plan

Capitalized terms not specifically defined in this Appendix have the same meaning assigned to them in the Plan and/or the Award Agreement to which this Appendix is attached.

Terms and Conditions

This Appendix includes additional terms and conditions that govern the grant of Restricted Units in your country. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer residency and/or employment to another country after the grant but prior to the vesting of the Restricted Units, or are considered a resident of another country for local law purposes, the Company may, in its discretion, determine to what extent the additional terms and conditions contained herein will apply to you.

Notifications

This Appendix also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities and other laws in effect in the respective countries as of December 2020. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date when the Restricted Units or DEUs vest, the receipt of any dividends or the subsequent sale of the Shares. In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer residency and/or employment to another country after the Restricted Units are granted to you, or are considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to you.

EU/EEA/SWITZERLAND /UK

Terms and Conditions

The following terms and conditions will apply if you work or reside in a European Union (“EU”) / European Economic Area (“EEA”) country, Switzerland or the United Kingdom (“UK”).

Data Privacy Information and Consent. The following provisions replace Section 19 of the Award Agreement:

(a)Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address, telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Restricted Units, and any other rights to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is the explicit declaration of the consent you provide when signing or electronically agreeing to the Award Agreement.

(d)International Data Transfers. The Company, UBS and its other service providers described above under (c) have operations in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. For example, the European Commission has issued a limited adequacy finding with respect to the United States that applies only to the extent companies register for the EU-U.S. Privacy Shield program. The Company has registered for the EU-U.S. Privacy Shield program and, as such, may transfer Data from the EU to the U.S. in reliance on the program.

processing it in this context and remove it from all of their systems used for such purposes to the fullest extent practicable.

(f)Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke the consent, your salary from or employment relationship with the Employer will not be affected. The only consequence of refusing or withdrawing consent is that the Company would not be able to grant the Restricted Units under the Plan or administer or maintain your participation in the Plan. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

AUSTRALIA

Terms and Conditions

Australia Offer Document. You understand that the offering of the Plan in Australia is intended to qualify for an exemption from the prospectus requirements under Class Order 14/1000 issued by the Australian Securities and Investments Commission. Participation in the Plan is subject to the terms and conditions set forth in the Australian Offer Document and the Plan documentation provided to you.

Notifications

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies (subject to the conditions in the Act).

AUSTRIA

There are no country-specific provisions.

BELGIUM

There are no country-specific provisions.

BRAZIL

Terms and Conditions

Nature of Grant. The following provisions supplement Section 20 of the Award Agreement:

By accepting the Restricted Units, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be entitled to vest in, and receive Shares pursuant to, the Restricted Units and DEUs only if the vesting conditions are met and any necessary services are rendered by you between the Grant Date and the vesting date(s), and (iii) the value of the underlying Shares is not fixed and may increase or decrease without compensation to you.

Compliance with Laws. By accepting the Restricted Units, you agree that you will comply with Brazilian law when you vest in your Restricted Units and DEUs and subsequently sell Shares. You also agree to report and pay applicable Tax-Related Items associated with the vesting and settlement of the Restricted Units and DEUs, the receipt of any dividends and the subsequent sale of the Shares acquired at settlement.

CANADA

Terms and Conditions

The following terms and conditions will apply if you are a resident of Quebec:

Data Privacy. The following provisions supplement Section 19 of the Award Agreement:

Notifications

Securities Law Information. You will not be permitted to sell or otherwise dispose of the Shares acquired upon vesting of the Restricted Units and DEUs within Canada. You will only be permitted to sell or dispose of any Shares if such sale or disposal takes place outside of Canada on the facilities on which such Shares are traded.

CHINA

Terms and Conditions

Retirement Eligible. The following provisions replace Section 9 of the Award Agreement:

If, at the time of your Termination of Employment, you have attained age 55 and have completed at least five years of service, provided that the sum of your age and years of service is 65 or higher, your Restricted Unit Award will vest pro rata (standard rounding to the nearest Unit, in full-month increments) based on (i) the number of whole months that you have completed from the Grant Date through the end of the month in which your Termination of Employment occurs, over the original number of months of the vesting period, times (ii) the total number of Restricted Units awarded on the Grant Date, minus (iii) the number of Restricted Units previously vested under the Normal Vesting Terms, provided that (x) you continue to satisfy all other applicable conditions established by the Committee on or prior to the date of your Retirement with respect to such pro rata vesting, (y) your Termination of Employment is not for Cause or due to death or Disability, and does not constitute a Change in Control Termination (as defined in, and eligible for the full accelerated vesting under, Section 10), and (z) if your Termination of Employment is due to your voluntary Retirement, you shall have provided written notice to the Company or, if different, the Subsidiary employing you (the “Employer”) of your Retirement at least six months (or one year in the case of a Band 0, Band 1 or Band 2 Employee) prior to your Retirement. Shares issuable for any portion of your Restricted Unit Award and DEUs that vest pursuant to this Section 9 will be delivered in accordance with Section 5.

Vesting and Termination. The following provisions supplement Sections 6, 7, 8, 9 and 10 of the Award Agreement:

You agree to maintain any Shares you obtain upon vesting in an account with the designated broker prior to sale. If the Company changes its designated broker, you acknowledge and agree that the Company may transfer any Shares issued under the Plan to the new designated broker, if necessary for legal or administrative reasons. You agree to sign any documentation necessary to facilitate the transfer of Shares. Further, you understand and agree that any Shares acquired under the Plan must be sold no later than sixty (60) days from your Termination of Employment, or within any such other period as may be permitted by the Company or requested by SAFE.

You understand that any Shares acquired under the Plan that have not been sold within sixty (60) days of your Termination of Employment or within such other period as may be permitted by the Company or required by SAFE will be automatically sold by the designated broker pursuant to this authorization. You acknowledge that the broker is not required to sell the Shares at any particular price and that the Company, the Employer or any other Subsidiary, as well as the broker, cannot be held responsible for any loss of proceeds due to the sale.

Exchange Control Requirements. You understand and agree that, pursuant to local exchange control requirements, you will be required to repatriate the cash proceeds from the sale of the Shares issued upon the vesting of the Restricted Units and the DEUs as well as any cash dividends paid on such Shares to China. You further understand that, under applicable laws, such repatriation of your cash proceeds will need to be effectuated through a special exchange control account established by the Company, the Employer or any other Subsidiary, and you hereby consent and agree that any proceeds from the sale of any Shares you acquire or from cash dividends paid on such Shares will be transferred to such special account prior to being delivered to you. You also understand that the Company will deliver the proceeds to you as soon as possible, but there may be delays in distributing the funds to you due to exchange control requirements in China. Proceeds may be paid to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to you in U.S. dollars, you may be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to you in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Additional Restrictions. The Restricted Units and DEUs will not vest and the Shares will not be issued at vesting unless the Company determines that such vesting and the issuance and delivery of Shares complies with all applicable laws. Further, the Company is under no obligation to vest the Restricted Units / DEUs and/or issue Shares if the Company’s SAFE approval becomes invalid or ceases to be in effect by the time you vest in the Restricted Units and DEUs.

CZECH REPUBLIC

There are no country-specific provisions.

FRANCE

Terms and Conditions

Language Consent. By accepting the grant of Restricted Units and the Award Agreement, which provides for the terms and conditions of your Restricted Units, you confirm having read and understood the documents relating to this Award (the Plan and the Award Agreement, including this Appendix) which were provided to you in English. You accept the terms of those documents accordingly.

En acceptant l’Attribution d’Actions Attribuées et ce Contrat d’Attribution qui contient les termes et conditions de vos Actions Attribuées, vous confirmez avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d’Attribution, ainsi que la présente Annexe) qui vous ont été transmis en langue anglaise. Vous acceptez ainsi les conditions et termes de ces documents.

Notifications

Tax Information. The Restricted Units are not intended to be French tax-qualified Awards.

GERMANY

There are no country-specific provisions.

HONG KONG

Terms and Conditions

Sale of Shares. In the event the Restricted Units and DEUs vest and Shares are issued to you within six (6) months of the Grant Date, you agree that you will not dispose of any Shares acquired prior to the six-month anniversary of the Grant Date.

Notifications

Securities Law Warning: The Restricted Units and Shares issued at vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company, the Employer or any other Subsidiary. The Award Agreement, the Plan and any Award documentation have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor has the Award Agreement, the Plan or the other Award documentation been reviewed by any regulatory authority in Hong Kong. The Restricted Units are intended only for the personal use of each eligible person and may not be distributed to any other person. If you are in any doubt about any of the contents of the Award Agreement, the Plan or the other Award documentation, you should obtain independent professional advice.

INDIA

There are no country-specific provisions.

IRELAND

There are no country-specific provisions.

ITALY

Terms and Conditions

Plan Document Acknowledgment. By accepting the Award, you acknowledge that you have received a copy of the Plan and the Award Agreement and have reviewed the Plan and the

Award Agreement, including this Appendix, in their entirety and fully understand and accept all provisions of the Plan and the Award Agreement, including this Appendix. You further acknowledge that you have read and specifically and expressly approve the Sections of the Award Agreement relating to the following: vesting of Restricted Units and DEUs, settlement of Restricted Units, tax withholding, tax and legal advice, data privacy, and nature of grant.

JAPAN

There are no country-specific provisions.

KOREA

There are no country-specific provisions.

LUXEMBOURG

There are no country-specific provisions.

MALAYSIA

Terms and Conditions

Data Privacy. The following provisions replace Section 19 of the Award Agreement:

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Award Agreement and any other Award materials by and among, as applicable, the Employer, the Company and any other Subsidiaries for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number (e.g., national registration identification card number), salary, nationality, job title, any Shares or directorships held in the Company, details of all awards or any other entitlement to Shares or equivalent benefits awarded, canceled, purchased, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. Data is supplied by the Company and also by you through information collected in connection with the Award Agreement and the Plan.

You understand that Data will be transferred to UBS Financial Services Inc. or such other stock plan service provider as may be selected by the Company in the future (“UBS”), which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of Data by contacting your local human resources representative, Angela Woon, Head of HR, South East Asia, + 603 78067703. You authorize the Company, UBS and

any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom any Shares acquired under the Plan may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request information about the storage and processing of Data, require any necessary amendments to Data, limit the processing of Data or refuse or withdraw the consents herein, in any case without cost, by contacting your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Restricted Units or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

Privasi Data. Peruntukan berikut menggantikan Seksyen 19 Perjanjian Anugerah:

Anda dengan ini secara eksplisit dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadi anda seperti yang diterangkan dalam Perjanjian Anugerah dan apa-apa bahan Anugerah yang lain oleh dan di antara, seperti yang berkenaan, Majikan, Syarikat dan mana-mana Anak-anak Syarikat lain untuk tujuan eksklusif bagi melaksanakan, mentadbir dan menguruskan penyertaan anda di dalam Pelan.

Anda memahami bahawa Syarikat dan Majikan mungkin memegang maklumat peribadi tertentu tentang anda, termasuk, tetapi tidak terhad kepada, nama anda, alamat rumah dan nombor telefon, alamat emel, tarikh lahir, nombor insurans sosial, pasport atau pengenalan lain (seperti, nombor kad pengenalan), gaji, kewarganegaraan, jawatan, apa-apa Syer atau jawatan pengarah yang dipegang dalam Syarikat, butir-butir semua anugerah atau apa-apa hak lain untuk Syer atau faedah bersamaan yang dianugerahkan, dibatalkan, dibeli, dilaksanakan, terletak hak, tidak diletak hak ataupun yang tertunggak demi faedah anda (“Data “), untuk tujuan eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Data tersebut dibekalkan oleh Syarikat dan juga oleh anda melalui maklumat yang dikumpul berkaitan dengan Perjanjian Anugerah dan Pelan.

Anda memahami bahawa Data ini akan dipindahkan kepada UBS Financial Services Inc. atau pembekal perkhidmatan pelan saham lain yang mungkin dipilih oleh Syarikat pada masa depan (“UBS”), yang membantu Syarikat dengan pelaksanaan, pentadbiran dan pengurusan Pelan. Anda memahami bahawa penerima-penerima Data mungkin berada di Amerika Syarikat atau di tempat lain, dan bahawa negara penerima-penerima mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara anda. Anda memahami bahawa anda boleh meminta satu senarai yang mengandungi nama-nama dan alamat-alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan anda,

iaitu Angela Woon, Head of HR, South East Asia, + 603 78067703. Anda memberi kuasa kepada Syarikat, UBS dan mana-mana penerima-penerima lain yang mungkin membantu Syarikat (pada masa sekarang atau pada masa depan) dengan melaksanakan, mentadbir dan menguruskan Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, bagi tujuan tunggal melaksanakan, mentadbir dan menguruskan penyertaan anda di dalam Pelan, termasuk apa-apa keperluan pemindahan Data seperti yang dikehendaki kepada broker, ejen escrow atau pihak ketiga yang lain dengan sesiapa sebarang Syer yang diperolehi di bawah Pelan boleh didepositkan. Anda memahami bahawa Data hanya akan disimpan selagi ia adalah diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaan anda dalam Pelan. Anda memahami bahawa anda boleh, pada bila-bila masa, melihat Data, meminta maklumat mengenai penyimpanan dan pemprosesan Data, meminta mana-mana pindaan yang perlu ke atas Data, hadkan pemprosesan Data, atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes tanpa kos, dengan menghubungi wakil sumber manusia tempatan anda. Selanjutnya, anda memahami bahawa anda memberikan persetujuan di sini secara sukarela semata-mata. Sekiranya anda tidak bersetuju, atau sekiranya anda kemudian membatalkan persetujuan anda, status pekerjaan atau perkhidmatan anda dengan Majikan tidak akan terjejas; satu-satunya akibat sekiranya tidak bersetuju atau menarik balik persetujuan anda adalah bahawa Syarikat tidak akan dapat memberikan anda Unit-unit Terbatas atau anugerah ekuiti lain atau mentadbir atau mengekalkan anugerah-anugerah tersebut. Oleh itu, anda memahami bahawa keengganan atau penarikan balik persetujuan anda boleh menjejaskan keupayaan anda untuk mengambil bahagian dalam Pelan. Untuk maklumat lebih lanjut mengenai akibat-akibat keengganan anda untuk memberikan keizinan atau penarikan balik keizinan, anda memahami bahawa anda boleh menghubungi wakil sumber manusia tempatan anda.

MEXICO

Terms and Conditions

Policy Statement. The Award of Restricted Units is a unilateral and discretionary award and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.

The Company, with offices at Muhlenstrasse 26 20, CH-8200 Schaffhausen, Switzerland, is solely responsible for the administration of the Plan, and participation in the Plan and the Award of the Restricted Units does not, in any way, establish an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and the sole employer is a Mexican Subsidiary, nor does it establish any rights between you and the Employer.

Plan Document Acknowledgment. By accepting the Restricted Units, you acknowledge that you have received copies of the Plan, have reviewed the Plan and the Award Agreement in their entirety, and fully understand and accept all provisions of the Plan and the Award Agreement, including this Appendix.

In addition, you expressly approve that: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly

discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company, the Employer and any other Subsidiary are not responsible for any decrease in the value of the Shares acquired upon vesting of the Restricted Units or DEUs.

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of your participation in the Plan and therefore grant a full and broad release to the Company, the Employer and any other Subsidiary with respect to any claim that may arise under the Plan.

Spanish Translation

Declaración de Política. El Otorgamiento de Unidades de Acciones es un otorgamiento unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el Plan en cualquier tiempo, sin responsabilidad alguna.

La Compañía, con oficinas registradas ubicadas en Muhlenstrasse 26, CH-8200 Schaffhausen, Switzerland, es únicamente responsable de la administración del Plan, y la participación en el Plan y el Otorgamiento de Unidades de Acciones Restringidas no establecen, de forma alguna, una relación de trabajo entre usted y la Compañía, ya usted está participando en el Plan sobre una base comercial y el único patrón es una Afiliada Mexicana y tampoco establece ningún derecho entre usted y el Patrón.

Reconocimiento del Documento del Plan. Al aceptar el Otorgamiento de las Unidades de Acciones Restringidas, usted reconoce que ha recibido copias del Plan, ha revisado el Plan y el Contrato del Otorgamiento en su totalidad y que entiende y acepta completamente todas las disposiciones contenidas en el Plan y en el Contrato del Otorgamiento, incluyendo este Apéndice.

Adicionalmente, usted aprueba que (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el Plan se ofrecen por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, cualquier Afiliada y el Patrón no son responsables por cualquier disminución en el valor de las Acciones adquiridas al momento de tener derecho en relación con las Unidades de Acciones Restringidas.

Finalmente, usted declara que no se reserva ninguna acción o derecho para interponer una reclamación o demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y, por lo tanto, otorga el más amplio y total finiquito al Patrón, la Compañía y sus Afiliadas en relación con cualquier reclamación demanda que pudiera surgir de conformidad con el Plan.

Notifications

Securities Law Information. The Restricted Units, DEUs and the Shares offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Award Agreement and any other document relating to the Restricted

Units and DEUs may not be publicly distributed in Mexico. These materials are addressed to you only because of your existing relationship with the Company, the Employer and any other Subsidiary and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of the Employer made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.

MOROCCO

Terms and Conditions

Form of Payment. The following provisions supplement Section 3 of the Award Agreement:

Notwithstanding any provision in the Award Agreement to the contrary, vested Restricted Units and DEUs will be settled solely in payment of cash and the value will be calculated using the average of the high and low of the stock price reported on the NYSE on the date of vesting. Notwithstanding the foregoing, the Company reserves the right to settle Restricted Units and DEUs in Shares in its discretion, depending upon the development of local law.

NETHERLANDS

There are no country-specific provisions.

NORWAY

There are no country-specific provisions.

POLAND

There are no country-specific provisions.

SINGAPORE

Term and Conditions

Sale of Shares. The Shares subject to the Restricted Units and DEUs may not be offered for sale in Singapore prior to the six (6) month anniversary of the Grant Date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“SFA”) or pursuant to, and in accordance with the condition of, any other applicable provisions of the SFA.

Notifications

Securities Law Information. The Award of Restricted Units is being made pursuant to the “Qualifying Person” exemption under Section 273(1)(f) of the SFA and is not made with a view to the Restricted Units or underlying Shares being subsequently offered for sale to any other

party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

SWITZERLAND

Notifications

Securities Law Information. Neither this document nor any other materials relating to the Restricted Units (i) constitutes a prospectus according to article 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made publicly available to Switzerland to any person other than an employee of the Company or a Subsidiary, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss authority, including the Swiss Financial Market Supervisory Authority (FINMA).

TAIWAN

Notifications

Securities Law Information. The Restricted Units and the underlying Shares are available only for certain eligible persons. It is not a public offer of securities by a Taiwanese company. Therefore, it is exempt from registration in Taiwan.

UNITED ARAB EMIRATES

Notifications

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with this statement or the Plan. The Ministry of Economy, the Dubai Department of Economic Development, the Emirates Securities and Commodities Authority, Central Bank and the Dubai Financial Securities Authority, depending on the employee’s location in the United Arab Emirates, have not approved this statement, the Plan, the Award Agreement or any other documents you may receive in connection with the Restricted Units or taken steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. The following provisions supplement Section 12 of the Award Agreement:

UNITED STATES

Terms and Conditions

Restrictive Covenants. Notwithstanding anything in the Award Agreement to the contrary, by accepting the Award, you acknowledge, understand and agree to the following provisions:

The following provisions apply to all US employees except for those whose work site is in California:

Termination of Employment. For purposes of this Award Agreement, the term “Competing Business” shall mean any person or other entity which sells or attempts to sell any products or services which are the same as or similar to the products and services sold, leased or otherwise distributed by Company or any Subsidiary at any time during the last twelve (12) months prior to your Termination of Employment, or which has under development a product or service that is in competition with a product or service, whether existing or under development, of Company or any Subsidiary.

Exhibit 10.3

TE Connectivity Ltd.
2007 Stock and Incentive Plan

Terms and Conditions

Performance Stock Unit Award

< XXXX >

PERFORMANCE STOCK UNIT AWARD made as of [XXXX] (the “Grant Date”).

1.Grant of Award. TE Connectivity Ltd. (the “Company”) has granted you [XXX] Performance Stock Units (the “Target Award”), subject to the provisions of this Award Agreement, including the performance metrics set forth in Appendix A attached hereto and any special terms and conditions for your country as set forth in Appendix B attached hereto. The Company will hold the Performance Stock Units in a bookkeeping account on your behalf until they become payable or are forfeited or cancelled.

2.Payment Amount. Each Performance Stock Unit represents one (1) share of common stock of the Company (a “Share”).

3.Form of Payment. Vested Performance Stock Units will be settled solely in Shares, subject to Section 16 herein and any special terms and conditions set forth in Appendix B.

4.Performance Stock Units/Dividends. Performance Stock Units are a promise to deliver Shares upon a specified delivery date, provided that certain vesting and performance requirements are met, as described in this Award Agreement and Appendix A. For each Performance Stock Unit that is unvested (based on the Target Award), you will be credited with a Dividend Equivalent Unit (“DEU”) for any cash or stock dividends distributed by the Company on its Shares. DEUs will be calculated at the same dividend rate paid to other holders of Shares. The number of DEUs to be credited to your account upon payment of a dividend will be equal to the quotient produced by dividing the cash value of the dividend earned on the Target Award number of Performance Stock Units by the fair market value of the Shares, defined as the closing price per Share as quoted on the New York Stock Exchange (the “NYSE”) on the date the dividend is paid. DEUs will vest and be delivered to you in the form of Shares in accordance with the vesting and payment schedules applicable to the underlying Performance Stock Units, and proportional to the actual number of Performance Stock Units that are earned and vested. Thus, the number of Shares delivered in conjunction with the DEUs credited to your Performance Stock Unit Award may be adjusted (upward or downward) to reflect the actual number of Performance Stock Units that are earned and vested.

5.Time of Delivery. Except as otherwise provided for in this Award Agreement, Shares issuable upon vesting of the Performance Stock Units and DEUs will be delivered to you

in whole Shares rounding down for any fractional Shares as soon as is administratively feasible following the delivery date specified in Section 6 below, except as otherwise set forth in Section 24.

6.Normal Vesting. Subject to the attainment of the performance metrics described in Appendix A and your continued employment other than as set forth in Sections 8, 10 or 11 below, your Performance Stock Unit Award will vest on the later of (a) the third anniversary of the Grant Date or (b) the “Certification Date” (as defined in Appendix A) for the performance results of the “Performance Cycle” (as defined in Appendix A). Except as provided in paragraphs 8, 9, 10 and 11 below, the delivery date of the Shares will be after the November 30^th following the end of the Performance Cycle, but in any case, no earlier than the Certification Date following the close of the Performance Cycle and no later than 90 days after such November 30^th. The value of the Shares issued at vesting will be the average of the high and low per Share price as reported on the NYSE on the date of vesting.

7.Termination of Employment. Any Performance Stock Units and DEUs that have not vested as of your Termination of Employment, other than as set forth under Sections 8, 9, 10 and 11 herein, will immediately be forfeited, and your rights with respect to those Performance Stock Units and DEUs will end.

8.Death or Disability. If your Termination of Employment is a result of your death or Disability, your Performance Stock Unit Award will vest in full at 100% of the original target shares granted to you. Such vested Performance Stock Units and DEUs will be delivered to you as soon as administratively feasible following the date of Death or Disability event, but in no case after the later of the end of the calendar year in which the death or Disability occurs or two and a half months following the death or disability date. If you are deceased, the payment of your vested Performance Stock Units, consistent with the delivery timing described in the preceding sentence, will be made to your estate after the Committee or its designee has determined that the payee is the duly appointed executor or administrator of your estate.

9.Retirement Eligible. If, at the time of your Termination of Employment, you have attained age 55 and have completed at least five years of service, provided that the sum of your age and years of service is 65 or higher, your Performance Stock Unit Award will continue to vest under the terms and conditions hereunder following your Termination of Employment to the same extent it would have vested had you not had a Termination of Employment, provided that (i) you continue to satisfy all other applicable conditions as may be established by the Committee on or prior to the date of your Termination of Employment with respect to such continued vesting, (ii) you have performed satisfactorily, as determined in the sole discretion of your manager, (iii) your Termination of Employment is not for Cause or due to death or Disability, and does not constitute a Change in Control Termination (as defined in, and eligible for the full accelerated vesting under, Section 10 below), and (iv) if your Termination of Employment is due to your voluntary Retirement, you shall have provided written notice to the Company or, if different, the Subsidiary employing you (the “Employer”) of your Retirement at least six months (or one year in the case of a Band 0, Band 1 or Band 2 Employee) prior to your Retirement. Shares issuable for any portion of your Performance Stock Unit Award and DEUs that vest pursuant to this Section 9 will be delivered to you pursuant to Section 6.

Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that likely would result in the favorable retirement treatment, which otherwise would apply to the Performance Stock Units pursuant to this Section 9, being deemed unlawful and/or discriminatory, then the Company will not apply the favorable retirement treatment at the time of your Termination of Employment and the Performance Stock Units will be treated as they would under the rules that otherwise would have applied as if your Termination of Employment did not qualify as a Retirement pursuant to this Section 9.

10.Change in Control. Except as may be otherwise provided by the Committee, if your Termination of Employment occurs after a Change in Control, as defined in the Plan, your Performance Stock Unit Award (or any other form of equity award or compensation that replaces your Performance Stock Unit Award as a result of the Change in Control) will immediately become fully vested at the Target Award, provided that:

(a) your employment is terminated by the Company or the Employer for any reason other than Cause, Disability or death in the twelve (12)-month period following the Change in Control; or

(b) you terminate your employment with the Company or the Employer after one of the following events within the twelve (12)-month period following the Change in Control:

ii.

If you meet the requirements described in the previous sentences, your Performance Stock Unit

Award will vest in full at 100% of your Target Award (or any other equity or compensation award granted in replacement of your Performance Stock Unit Award as a result of the Change in Control, as applicable). Such vested Performance Stock Units (or other equity or compensation award granted in replacement of your Performance Stock Unit Award as a result of the Change in Control, as applicable) will be delivered as soon as administratively practicable after your Change in Control Termination.

11.Termination of Employment as a Result of a Divestiture or Outsourcing. If the business in which you are employed is being separated from the Company as a result of a Disposition of Assets, Disposition of a Subsidiary or an Outsourcing Agreement, and, as of the closing date of the applicable transaction you are designated in the transaction documents (either individually or by classification) as a business employee (or similar designation) who will be terminating employment with the Company or a Subsidiary either because (i) you will remain with the separated business after the transaction or be transferred to the employment of the buyer or Outsourcing Agent as a result of the transaction, or (ii) you will not be offered continued employment by the Company or a Subsidiary, buyer or Outsourcing Agent after the close of the transaction, then (a) your Performance Stock Unit Award will vest pro rata (standard rounding to the nearest Unit, in full-month increments) on the closing date based on (i) the number of whole months from the first day of the Performance Cycle through the closing date of the applicable transaction divided by thirty-six (36), times (ii) the Target Award number of Performance Stock Units, and (b) any remaining Performance Stock Units will be forfeited. In the case of a Divestiture through a Disposition of Assets or an Outsourcing Agreement for participants who have not reached Retirement eligibility (as described in paragraph 9. above) as of the close of the Disposition of Assets or the Outsourcing Agreement date, such vested Performance Stock Units will be delivered as soon as administratively practicable following the close of the Divestiture. In no event will such vested shares be delivered after the later of the end of the calendar year in which the Divestiture takes place or the date that is two and a half months after the Divestiture closing date. In the case of a Divestiture through a Disposition of Assets or an Outsourcing Agreement for participants who have reached Retirement eligibility (as described in paragraph 9. above) as of the close Disposition of Assets or the Outsourcing Agreement date, such vested Performance Stock Units will be delivered after the November 30th following the end of the Performance Cycle, but in any case, no earlier than the Certification Date for the performance results for the Performance Cycle and no later than 90 days after such November 30^th. In the case of a Divestiture through a Disposition of a Subsidiary, the vested Performance Stock Units will be delivered as soon as administratively practicable following the close of the Divestiture. In no event will such vested shares be delivered after the later of the end of the calendar year in which the Divestiture takes place or the date that is two and a half months after the Divestiture closing date. If you become entitled to the pro-rated vesting described in this Section 11, you will not be entitled to any further vesting in your Performance Stock Unit Award unless you are transferred to employment with the Company in a position outside of the business that is being separated from the Company (with the intent of continued employment with the Company outside of the separated business) after the closing date of the applicable transaction, but prior to your Termination of Employment as a result of the Disposition of Assets, Disposition of a Subsidiary or an Outsourcing Agreement.

Notwithstanding the foregoing, you will not be eligible for such pro-rata vesting if, (i) your Termination of Employment occurs on or prior to the closing date of such Disposition of

Assets or Disposition of a Subsidiary, as applicable, or on such later date as is specifically provided in the applicable transaction agreement or related agreements, or on the effective date of such Outsourcing Agreement applicable to you (the “Applicable Employment Date”), and (ii) you are offered Comparable Employment with the buyer, successor company or outsourcing agent, as applicable, but do not commence such employment on the Applicable Employment Date. Further, you shall also not be eligible for such pro rata vesting if your Termination of Employment constitutes a Retirement and your Performance Stock Unit Award is eligible for continued vesting pursuant to Section 9.

For the purposes of this Section 11, (a) “Comparable Employment” shall mean employment at a base salary rate and bonus target that is at least equal to the base salary rate and bonus target in effect immediately prior to your Termination of Employment and at a location that is no more than fifty (50) miles from your existing place of employment; (b) “Disposition of Assets” shall mean the disposition by the Company or a Subsidiary of all or a portion of the assets used by the Company or Subsidiary in a trade or business to an unrelated corporation or entity; (c) “Disposition of a Subsidiary” shall mean the disposition by the Company or a Subsidiary of its interest in a subsidiary or controlled entity to an unrelated individual or entity, provided that such subsidiary or entity ceases to be an affiliated company as a result of such disposition; and (d) “Outsourcing Agreement” shall mean a written agreement between the Company or a Subsidiary and an unrelated third party (“Outsourcing Agent”) pursuant to which the Company transfers the performance of services previously performed by employees of the Company or Subsidiary to the Outsourcing Agent, and the Outsourcing Agreement includes an obligation of the Outsourcing Agent to offer employment to any employee whose employment is being terminated as a result of or in connection with said Outsourcing Agreement.

12.Responsibility for Taxes. Regardless of any action the Company or the Employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), by accepting the Award, you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax- Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any DEUs; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

withholding from your wages or other cash compensation paid to you by the Company and/or the Employer;

ii.

withholding from proceeds of the sale of Shares acquired upon vesting of the Performance Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or

iii.

withholding in Shares to be issued upon vesting of the Performance Stock Units;

The Company may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates, including maximum rates, in which case you may receive a refund of any over-withheld amount in cash and you will have no entitlement to the Shares equivalent. Notwithstanding the foregoing, to avoid a prohibited acceleration under Section 409A of the Code, if Shares are withheld to satisfy any Tax-Related Items arising prior to the date of settlement of the Performance Stock Units for any portion of the Award that is subject to Section 409A, the number of Shares withheld will not exceed the number of Shares that equals the liability for the Tax-Related Items. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Performance Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

13.Transfer of Award. You may not transfer any interest in the Performance Stock Units except by will or the laws of descent and distribution. Any other attempt to dispose of your interest in the Performance Stock Units will be null and void.

14.Covenant; Forfeiture of Award; Agreement to Reimburse Company.

(a)If you have been terminated for Cause, any Performance Stock Units shall be immediately rescinded and, in addition, you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said Shares) you received for Performance Stock Units that vested during the six (6) month period prior to your Termination of Employment.

(b) If, after your Termination of Employment, the Committee determines in its sole discretion that while you were an employee of the Company or a Subsidiary you engaged

in activity that would have constituted grounds for the Company or Subsidiary to terminate your employment for Cause, then you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said Shares) you received for Performance Stock Units (i) that were delivered during the six (6) month period prior to your Termination of Employment and (ii) that were delivered at or following your Termination of Employment.

(c)If the Committee determines, in its sole discretion, that at any time after your Termination of Employment and prior to the later of (1) the second anniversary of your Termination of Employment and (2) the final delivery of shares representing any Performance Stock Units granted hereunder, you (x) disclosed business confidential or proprietary information related to any business of the Company or Subsidiary or (y) have entered into an employment or consultation arrangement (including any arrangement for employment or service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in a business and (A) such employment or consultation arrangement would likely (in the Committee’s sole discretion) result in the disclosure of business confidential or proprietary information related to any business of the Company or a Subsidiary to a business that is competitive with any Company or Subsidiary business as to which you have had access to business strategic or confidential information, and (B) the Committee has not approved the arrangement in writing, then you hereby agree and promise immediately to deliver to the Company the number of Shares (or, in the discretion of the Committee, the cash value of said shares) you received for Performance Stock Units (i) that were delivered during the six (6) month period prior to your Termination of Employment and (ii) that were delivered at or following your Termination of Employment.

15.Adjustments. In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event, the Committee shall adjust the number and kind of Shares covered by the Performance Stock Units and other relevant provisions to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by the Performance Stock Units.

16.Restrictions on Payment of Shares. Payment of Shares for your Performance Stock Units is subject to the conditions that, to the extent required at the time of delivery, (a) the Shares underlying the Performance Stock Units will be duly listed, upon official notice of redemption, upon the NYSE, and (b) a Registration Statement under the Securities Act, with respect to the Shares will be effective. The Company will not be required to deliver any Shares until all applicable federal, state, foreign and local laws and regulations have been complied with and all legal matters in connection with the issuance and delivery of the Shares have been approved by counsel of the Company.

17.Insider Trading; Market Abuse Laws. By accepting the Award, you acknowledge that you have read and understand the Company’s insider trading policy, and are aware of and understand your obligations under federal securities laws in respect of trading in the Company’s securities. The Company will have the right to recover, or receive reimbursement for, any compensation or profit realized on the disposition of Shares received for Performance Stock Units to the extent that the Company has a right of recovery or reimbursement under applicable securities laws.

You acknowledge that, depending on your or your broker’s country of residence or where the Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Performance Stock Units) or rights linked to the value of Shares under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell Company securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.

18.Plan Terms Govern. The vesting and settlement of Performance Stock Units, the disposition of any Shares received for Performance Stock Units, and the treatment of any gain on the disposition of these Shares are subject to the terms of the Plan and any rules that the Committee may prescribe. The Plan document, as may be amended from time to time, is incorporated into this Award Agreement. Capitalized terms used in this Award Agreement have the meaning set forth in the Plan, unless otherwise stated in this Award Agreement. In the event of any conflict between the terms of the Plan and the terms of this Award Agreement, the Plan will control. By accepting the Award, you acknowledge receipt of the Plan, as in effect on the date of this Award Agreement.

You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Performance Stock Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

You understand that Data may be transferred to any third parties assisting the Company with the implementation, administration and management of the Plan. You understand that these recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that if you reside outside the United States you may request a list with the names and addresses of any potential recipients of Data by contacting your local Human Resources Representative. You authorize the Company and the recipients assisting the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you reside outside the United States you may at any time view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local Human Resources Representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke the consents, your employment or service with the Employer will not be affected; the only consequence of refusing or withdrawing the consents is that the Company would not be able to grant Performance Stock Units or other equity awards to you or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local Human Resources Representative.

20.Nature of Grant. By accepting the Award, you acknowledge, understand and agree that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b)the grant of the Performance Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of performance stock units, or benefits in lieu of performance stock units, even if performance stock units have been granted repeatedly in the past;

(c)all decisions with respect to future performance stock unit grants, if any, will be at the sole discretion of the Company;

(d)your participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary nor create a right to

further employment with the Employer and shall not interfere with the ability of the Employer to terminate your employment relationship at any time;

(e)you are voluntarily participating in the Plan;

(f)the Performance Stock Units and the Shares subject to the Performance Stock Units, and the value of and income from same, are not intended to replace any pension rights or compensation;

(g)the Performance Stock Units and the Shares subject to the Performance Stock Units, and the value of and income from same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, holiday pay, bonuses, long-service awards, leave-related payments, pension or retirement or welfare benefits or similar mandatory payments;

(h)the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(i)in consideration of the grant of the Performance Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Stock Units resulting from your Termination of Employment with the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws); and except where expressly prohibited under applicable law, you irrevocably release the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, you shall be deemed irrevocably to have waived your entitlement to pursue such claim;

(j)the Performance Stock Units and the Shares subject to the Performance Stock Units, and the value of and income from same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Subsidiary;

(k)the Performance Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability;

(l)payment of your Performance Stock Units is not secured by a trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of this Award or the account established on your behalf;

(m)you have no rights as a stockholder of the Company pursuant to the Performance Stock Units until Shares are actually delivered to you; and

(n)if you reside outside the United States,

(A)the Performance Stock Units and the Shares subject to the Performance Stock Units, and the value of and income from same, are not part of normal or expected compensation or salary for any purpose; and

you pursuant to the settlement of the Performance Stock Units or the subsequent sale of any Shares acquired upon settlement.

21.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

22.Incorporation of Other Agreements. This Award Agreement and the Plan constitute the entire understanding between you and the Company regarding the Performance Stock Units. This Award Agreement supersedes any prior agreements, commitments or negotiations concerning the Performance Stock Units.

24. Delayed Payment. Notwithstanding anything in this Award Agreement to the contrary, if you are a “specified employee” within the meaning of section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, and some or all of your Award is subject to Section 409A of the Code, then any payment of Performance Stock Units and DEUs subject to Section 409A of the Code that is made on account of your Termination of Employment shall be delayed until six (6) months following such Termination of Employment.

26.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

27.Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, including but not limited to such requirements as described in Appendix A, if applicable, on the Performance Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

28.Governing Law and Venue. The Award Agreement is to be governed by and construed in accordance with the laws of Switzerland, without regard to the conflict of laws principles thereof.

30.Country Specific Terms. Notwithstanding any provisions in the Award Agreement, the Performance Stock Unit Award will be subject to any special terms and conditions for your country set forth in Appendix B attached hereto. Moreover, if you relocate to one of the countries included in Appendix B, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix B constitutes part of the Award Agreement.

*****

By accepting this Award, you agree to the following:

(i)you have carefully read, fully understand and agree to all of the terms and conditions described in this Award Agreement and the Plan; and

____________________________

Terrence R. Curtin

Chief Executive Officer,

TE Connectivity

APPENDIX A

PERFORMANCE METRICS APPLICABLE TO

FISCAL YEAR 2021 PERFORMANCE STOCK UNIT AWARDS

1.Purpose – This Appendix A to the Award Agreement provides the terms and conditions of your Performance Stock Unit Award granted on [XXXX], 2020. The purpose of this Appendix A is to describe the terms under which you will earn Performance Stock Units (“PSUs”) granted to you under your Performance Stock Unit Award through the applicable Performance Cycle. (Note that the Shares earned under the Performance Stock Unit Award will not be delivered to you unless the applicable vesting requirements set forth in the Award Agreement are met.) For purposes of your Performance Stock Unit Award, the “Performance Cycle” is the three fiscal year period beginning with the first day of fiscal year 2021 and ending on the last day of fiscal year 2023.

2.Vesting – The vesting terms applicable to your Performance Stock Unit Award are described in the Award Agreement. This Appendix A describes how many PSUs you will earn pursuant to the performance metrics under Performance Stock Unit Award and that will be eligible to vest, provided that you also meet the applicable vesting requirements described in the Award Agreement.

3.Performance Metric – The performance metric which will be measured to determine how many PSUs will be earned and eligible to vest is the average growth rate of adjusted earnings per share (“relative EPS performance”) from continuing operations, evaluated over the three-year Performance Cycle. In determining the relative EPS performance, the Company will use the Diluted EPS before Abnormal Items data published in Bloomberg News for the companies included in the benchmark described below.

The relative EPS performance will be calculated by ranking the Company’s average EPS growth rate versus that of all eligible S&P 500 Non-Financial companies over the three-year performance cycle. The calculation of the Company’s relative EPS performance will be conducted under written procedures adopted by the Committee at the time the Performance Stock Unit Award is granted. (The approved calculation procedures will be made available to you upon written request sent to Executive Compensation, Attention Director of Executive Compensation, 1050 Westlakes Drive, Berwyn, PA 19312, USA)

4.Determination of PSUs Earned – The number of PSUs earned over the Performance Cycle will be determined based on the Company’s relative EPS performance for the Performance Cycle. The performance results, as determined at the end of the Performance Cycle based on the performance metric, will be applied to the Target Award. Depending on the Company’s relative EPS performance during the Performance Cycle, 0% to 200% of the Target Award will vest, based on the following scale:

Threshold

Target

Maximum

Performance Zone

(relative EPS growth % ranking)

25^th

50^th

75^th

PSUs Earned

(% of PSUs earned and eligible to vest)

50%

100%

200%

Performance results below the 25^th percentile result in zero PSUs earned for the Performance Cycle. Performance results between the 25th and 75^th percentile will be interpolated on a straight-line basis. Performance results at or above the 75^th percentile are capped at 200%.

5.Certification Date – The date on which the Committee certifies performance results at the end of the Performance Cycle is the Certification Date for purposes of the Award Agreement.

6.PSUs Earned – Once the Committee determines the number of PSUs that are earned based on the performance metric, that number of units will be credited to your Performance Stock Unit account and will be eligible to vest, subject to the other terms of this Award Agreement.

7.Committee Discretion – All decisions regarding the interpretation of your Performance Stock Unit Award and the calculation of Performance Stock Units earned under your Performance Stock Unit Award, including without limitation, any and all matters relating to the calculation of the Company’s relative EPS performance, will be made in the sole and absolute discretion of the Committee. All determinations of the Committee will be final, binding and conclusive on all parties.

8.Governing Document – This Appendix A is incorporated into and constitutes a part of the Award Agreement.

APPENDIX B

TO THE

TERMS AND CONDITIONS

PERFORMANCE STOCK UNIT AWARD

UNDER THE

TE CONNECTIVITY LTD.
2007 STOCK AND INCENTIVE PLAN

Capitalized terms not specifically defined in this Appendix B have the same meaning assigned to them in the Plan and/or the Award Agreement to which this Appendix B is attached.

Terms and Conditions

This Appendix B includes additional terms and conditions that govern the grant of Performance Stock Units in your country. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer residency and/or employment to another country after the grant but prior to the vesting of the Performance Stock Units, or are considered a resident of another country for local law purposes, the Company may, in its discretion, determine to what extent the additional terms and conditions contained herein will apply to you.

Notifications

This Appendix B also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities and other laws in effect in the respective countries as of December 2020. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date when the Performance Stock Units or DEUs vest, the receipt of any dividends or the subsequent sale of the Shares. In addition, the information is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer residency and/or employment to another country after the Performance Stock Units are granted to you, or are considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to you.

EU/EEA/SWITZERLAND/UK

Terms and Conditions

The following terms and conditions will apply if you are a resident in a European Union (“EU”) / European Economic Area (“EEA”) country, Switzerland or the United Kingdom (“UK”).

Data Privacy Information and Consent. The following provisions replace Section 19 of the Award Agreement:

(a)Data Collection and Usage. The Company and the Employer collect, process and use certain personal information about you, including, but not limited to, your name, home address, telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Performance Stock Units, and any other rights to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for purposes of implementing, administering and managing your participation in the Plan. The legal basis, where required, for the processing of Data is the explicit declaration of the consent you provide when signing or electronically agreeing to the Award Agreement.

(d)International Data Transfers. The Company, UBS and its other service providers described above under (c) have operations in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. For example, the European Commission has issued a limited adequacy finding with respect to the United States that applies only to the extent companies register for the EU-U.S. Privacy Shield program. The Company has registered for the EU-U.S. Privacy Shield program and, as such, may transfer Data from the EU to the U.S. in reliance on the program.

context and remove it from all of their systems used for such purposes to the fullest extent practicable.

(f)Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke the consent, your salary from or employment relationship with the Employer will not be affected. The only consequence of refusing or withdrawing consent is that the Company would not be able to grant the Performance Stock Units under the Plan or administer or maintain your participation in the Plan. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

CHINA

Terms and Conditions

Retirement Eligible. The following provisions replace Section 9 of the Award Agreement:

If, at the time of your Termination of Employment, you have attained age 55 and have completed at least five years of service, provided that the sum of your age and years of service is 65 or higher, your Performance Stock Unit Award will vest pro rata (standard rounding to the nearest Unit, in full-month increments) based on (i) the number of whole months that you have completed from the first day of the Performance Cycle through the date on which your Termination of Employment occurs divided by thirty-six (36), times (ii) the Target Award number of Performance Stock Units, provided that (a) you continue to satisfy all other applicable conditions as may be established by the Committee on or prior to the date of your Termination of Employment with respect to such pro rata vesting, (b) you have performed satisfactorily, as determined in the sole discretion of your manager, (c) your Termination of Employment is not for Cause or due to death or Disability, and does not constitute a Change in Control Termination (as defined in, and eligible for the full accelerated vesting under, Section 10), and (d) if your Termination of Employment is due to your voluntary Retirement, you shall have provided written notice to the Company or, if different, the Subsidiary employing you (the “Employer”) of your Retirement at least six months (or one year in the case of a Band 0, Band 1 or Band 2 Employee) prior to your Retirement. Shares issuable for any portion of your

Performance Stock Unit Award and DEUs that vest pursuant to this Section 9 will be delivered to you pursuant to Section 6.

Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in your jurisdiction that likely would result in the favorable retirement treatment, which otherwise would apply to the Performance Stock Units pursuant to this Section 9, being deemed unlawful and/or discriminatory, then the Company will not apply the favorable retirement treatment at the time of your Termination of Employment and the Performance Stock Units will be treated as they would under the rules that otherwise would have applied as if your Termination of Employment did not qualify as a retirement pursuant to this Section 9.

Vesting and Termination. The following provisions supplement Sections 6, 7, 8, 9 and 10 of the Award Agreement:

You understand and agree that, regardless of the reason for your Termination of Employment, any Shares acquired under the Plan must be sold no later than sixty (60) days from your Termination of Employment, or within any such other period as may be permitted by the Company or requested by SAFE. You understand that any Shares acquired under the Plan that have not been sold within sixty (60) days of your termination or within such other period as may be permitted by the Company or required by SAFE will be automatically sold by the designated broker pursuant to this authorization. You acknowledge that the broker is not required to sell the Shares at any particular price and that the Company, the Employer or any other Subsidiary, as well as the broker, cannot be held responsible for any loss of proceeds due to the sale.

Exchange Control Requirements. You understand and agree that, pursuant to local exchange control requirements, you will be required to repatriate the cash proceeds from the sale of the Shares issued upon the vesting of the Performance Stock Units and the DEUs as well as any cash dividends paid on such Shares to China. You further understand that, under applicable laws, such repatriation of your cash proceeds will need to be effectuated through a special exchange control account established by the Company, the Employer or any other Subsidiary, and you hereby consent and agree that any proceeds from the sale of any Shares you acquire or from cash dividends paid on such Shares will be transferred to such special account prior to being delivered to you. You also understand that the Company will deliver the proceeds to you as soon as possible, but there may be delays in distributing the funds to you due to exchange control requirements in China. Proceeds may be paid to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to you in U.S. dollars, you may be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to you in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. You further agree to comply

with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Additional Restrictions. The Performance Stock Units and DEUs will not vest and the Shares will not be issued at vesting unless the Company determines that such vesting and the issuance and delivery of Shares complies with all applicable laws. Further, the Company is under no obligation to vest the Performance Stock Units / DEUs and/or issue Shares if the Company’s SAFE approval becomes invalid or ceases to be in effect by the time you vest in the Performance Stock Units and DEUs.

GERMANY

There are no country-specific provisions.

IRELAND

There are no country-specific provisions.

SWITZERLAND

Notifications

Securities Law Information. Neither this document nor any other materials relating to the Performance Stock Units (i) constitutes a prospectus according to article 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made publicly available to Switzerland to any person other than an employee of the Company or a Subsidiary, or (iii) has been or will be filed with, approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss authority, including the Swiss Financial Market Supervisory Authority (FINMA).

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. The following provisions supplement Section 12 of the Award Agreement:

Without limitation to Section 12 of the Award Agreement, you hereby agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company or the Employer, as applicable, or by Her Majesty's Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also hereby agree to indemnify and keep indemnified the Company and the Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on your behalf to HMRC (or any other tax authority or any other relevant authority).

(90) days of the end of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs may constitute a benefit to you on which additional income tax and National Insurance contributions may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer, as applicable, the amount of any National Insurance contributions due on this additional benefit, which may be recovered from you by the Company or the Employer at any time thereafter by any of the means referred to in this Section 12.

UNITED STATES

Terms and Conditions

Restrictive Covenants. Notwithstanding anything in the Award Agreement to the contrary, by accepting the Award, you acknowledge, understand and agree to the following provisions:

The following provisions apply to all US employees except for those whose work site is in California:

(b) Restrictions on Solicitation of Company’s Customers. You agree that during your employment with your Employer, Company and any Subsidiary and for 12 months following your Termination of Employment, for any reason, you will not directly or indirectly encourage

any customers or suppliers to refrain from or stop doing business with the Company or any Subsidiary, either on your behalf or on behalf of any other party or entity.

Exhibit 10.4

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this "Agreement"), dated as of February 23, 2018, by and between TE Connectivity Corporation, a Pennsylvania corporation (the "Company”), and Shad W. Kroeger (the "Executive").

WITNESSETH:

WHEREAS, the Executive currently serves as President, Communications Solutions of the Company and was appointed as a Section 16 officer of the Company in December 2017; and

WHEREAS, the Executive and the Company mutually desire to document the terms and conditions of Executive's employment in this employment agreement (the "Employment Agreement").

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree as follows:

1.Employment. On the terms and subject to the conditions set forth herein, the Company hereby agrees to continue the employment of the Executive, and the Executive hereby agrees to continue his employment with the Company, for the Employment Term (as defined below). During the Employment Term, the Executive shall serve as the President, Communications Solutions of the Company and shall report to the Chief Executive Officer or such person or persons as from time to time may be designated by the Company (the "Reporting Officer"), performing such duties and responsibilities as are customarily attendant to such position with respect to the business of the Company and such other duties and responsibilities as may from time to time be assigned to the Executive by the Reporting Officer consistent with such position. Upon notice from the Company, the Executive's title, Reporting Officer and duties and responsibilities may be changed as is deemed necessary and appropriate by the Company.

2.Performance. The Executive shall serve the Company and its subsidiaries and affiliates faithfully and to the best of Executive's ability and shall devote full business time, energy, experience and talents to the business of the Company and its subsidiaries and affiliates, as applicable, and will not engage in any other employment activities for any direct or indirect remuneration without the written approval of the Board: provided, however, that it shall not be a violation of this Agreement for the Executive to (i) continue to serve as a non-employee director of the business entities set forth on Exhibit A attached hereto on which Executive currently serves, if any, or (ii) manage personal investments or to engage in or serve such civic, community, charitable, educational, or religious organizations as Executive may select, so long as such service described in clauses (i) and (ii) of this sentence does not create a conflict of interest with, or interfere with the performance of, the Executive's duties hereunder or conflict with the Executive's covenants under Section 6 of this Agreement, or result in a violation of any applicable laws, regulations or articles of association (including the articles of association of TE Connectivity Ltd.), in each case as determined in the sole judgment of the Board.

3.Employment Term. This Agreement shall be effective commencing on the date hereof (the "Commencement Date") until terminated by either party providing appropriate notice to the other party (such period, the "Employment Term"). The Executive's employment with the Company shall be on an "at-will" basis, which means that the Executive's employment is terminable by either the Company or the Executive at any time for any reason or no reason, with or without cause or notice (other than any notice required under Section 7 hereof).

4.Principal Location. The Executive's principal place of employment shall be the Company's offices located in Winston Salem, North Carolina or such other location as is mutually agreed between the parties, subject to required travel.

Compensation and Benefits.

(a)Base Salary. As compensation for the Executive's services hereunder and in consideration of the Executive's other agreements hereunder, during the Employment Term, the Company shall pay the Executive a base salary, payable in equal installments in accordance with Company payroll procedures, in an amount equal to Executive's current base salary, subject to annual review by the Management Development and Compensation Committee (the "MDCC") of the Company's Board of Directors.

(b)Annual Cash Bonus. During the Employment Term, the Executive shall be entitled to participate in the Company's Annual Incentive Plan or Annual Performance Bonus Plan, as applicable (the "Bonus Plan"), with a bonus target equal to Executive's current bonus target, subject to annual review by the MDCC.

(c)Annual Equity Incentive Awards. During the Employment Term, the Executive shall be entitled to participate in the Company's 2007 Stock and Incentive Plan (the "SIP"), or such other equity incentive plan as is deemed appropriate by the MDCC, and to receive annual long-term equity incentive awards in a form and amount determined by the MDCC. The Company's award cycle under the SIP currently takes place in the November timeframe each year.

(d)Benefits. During the Employment Term, the Executive shall, subject to and in accordance with the terms and conditions of the applicable plan documents and all applicable laws, be entitled to participate in all of the employee benefit, fringe and perquisite plans, practices, policies and arrangements that the Company makes available from time to time to its employees generally, under terms consistent with other similarly-situated executives. Such employee benefit plans and programs currently include, but are not limited to, the TE Connectivity Retirement Savings and Investment Plan, the TE Connectivity Supplemental Savings and Retirement Plan, the TE Connectivity Health and Welfare Plan (including medical, dental, vision, flexible spending accounts for healthcare and dependent care, life insurance, accidental death and dismemberment insurance, long-term disability and short term disability), Business Travel Medical Insurance, Business Travel Accident Insurance, and the TE Connectivity Employee Stock Purchase Plan. The Company may amend or terminate the employee benefit plans and programs at any time.

(e)Severance Benefits. During the Employment Term, the Executive shall not be entitled to participate in the Company's Severance Plan for U.S. Officers and Executives or any other severance pay plan, program, or policy of the Company or its subsidiaries.

(f)Change in Control Severance Plan. During the Employment Term, the Executive shall not be entitled to participate in the Company's Change in Control Severance Plan for Certain U.S. Officers and Executives or any other change of control plan, program, or policy of the Company or its subsidiaries.

(g)Vacation and Paid Time Off. The Executive shall be entitled to vacation and paid time off in accordance with the standard policies of the Company for executives as in effect from time to time.

(h)Business Expenses. The Executive shall be reimbursed by the Company for all reasonable and necessary business expenses actually incurred by the Executive in performing his duties hereunder. All payments under this paragraph (h) of this Section 5 will be made in accordance with policies established by the Company from time to time and subject to receipt by the Company of appropriate documentation.

(i)Required Stock Ownership. The Executive acknowledges and agrees to adhere to the Company's executive stock ownership guidelines as set forth in the Company's Stock Ownership Policy, as may be amended from time to time in the Company's sole discretion, which currently requires, among other things, that the Executive shall acquire and hold three times his annual base salary in Company stock.

6.Covenants of the Executive. The Executive is party to a "TE Connectivity Confidentiality and Invention Assignment Agreement" (executed upon Executive's employment with the Company) and a "Limited Non-Competition Agreement" (executed upon Executive's initial acceptance of the terms and conditions of the Annual Incentive Plan). Executive acknowledges that the terms and conditions of those agreements remain in full force and effect as described in the agreements.

Termination.

(a)Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at anytime (i) by the Company without Cause (as defined herein) on twelve months written notice to the Executive, (ii) by the Company with Cause or due to the Executive's Disability (as defined herein) on written notice to the Executive, (iii) by the Executive for any reason upon thirty (30) days written notice (which notice period may be waived by the Company in its discretion, in which case, such termination shall be effective on any date prior to the end of such thirty (30) day period as selected by the Company), (iv) by the Executive with Good Reason following a Change in Control (as defined in the Company's Change in Control Severance Plan for Certain U.S. Officers and Executives ("CIC Plan")) on twelve months written notice to the Company, provided that such termination occurs during the period beginning 60 days prior to the date of a Change in Control and ending two years after the date of such Change in Control, or (v) without

action by the Company, the Executive or any other person or entity, immediately upon the Executive's death. If the Executive's employment is terminated for any reason under this Section 7(a), the Company shall be obligated to pay or provide to the Executive (or his estate, as applicable): (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive's employment terminates, (B) any employee benefits to which the Executive is entitled upon termination of his employment with the Company in accordance with the terms and conditions of the applicable plans of the Company, (C) reimbursement for any unreimbursed business expenses incurred by the Executive prior to his date of termination pursuant to Section 5(f), and (D) payment for accrued but unused vacation and/or paid time off as of the date of his termination, in accordance with Company policy ((A)-(D) collectively, the "Accrued Amounts").

Compensation and Benefits during the Notice Period. Except as otherwise provided in this Section 7, Executive shall continue to be paid his base salary and continue to participate in the Company's incentive compensation and benefit plans (in accordance with the applicable plan terms), as more fully described in Section 5, except that Executive will not be granted any additional long-term equity incentive awards during the applicable notice period, if any, as described in Section 7 above (such notice period or any part thereof referred to herein as the "Notice Period"), through the Executive's termination date. For avoidance of doubt, during the Notice Period, Executive will continue to participate in the Annual Incentive Plan or Annual Performance Bonus Plan, as applicable, at the same bonus target award level in effect prior to the Notice Period and under the applicable terms and conditions of the applicable plan through Executive's date of termination.

Duties and Responsibilities during Notice Period. At any time after the Executive or the Company has given notice to the other party to terminate the Executive's employment in accordance with the terms of this Section 7(a), provided that the Company continues to pay the Executive's salary and to provide all benefits (or pay a sum in lieu of the value of one or more such benefits) to which the Executive is contractually entitled until the termination of the Executive's employment, the Company shall be entitled in its discretion, during the Notice Period: (i) to require the Executive not to enter or attend his place of work or any other premises of the Company or any affiliates thereof; (ii) to require the Executive not to carry out his duties or responsibilities under this Agreement; (iii) to require the Executive to return to the Company all property belonging to the Company or any affiliates thereof or to its/their clients or customers (including summaries, extracts or copies); (iv) to require the Executive to undertake work from his home and/or to carry out exceptional duties or special projects outside the normal scope of his duties and responsibilities for the Company or any affiliates thereof; (v) to appoint one or more persons to undertake the Executive's duties and/or responsibilities and/or assume his position; (vi) to instruct the Executive not to communicate with clients, customers, suppliers, investors, employees, directors, consultants, agents or representatives of the Company or any affiliates thereof; (vii) to require the Executive to keep the Company informed of his whereabouts so that the Executive can be contacted should the need arise for the Executive to perform any duties or responsibilities under this Agreement or exceptional duties or special projects outside of the normal scope of his duties; and/or (viii) to remove Executive as a Section 16 officer or member of executive management for purposes of Swiss law.

Paid Time Off. Any paid time off which has accrued to the Executive at the start of his Notice Period and any paid time off entitlement which continues to accrue during his Notice Period shall be deemed to be taken by the Executive during the Notice Period.

Employment Status during Notice Period/Prohibition against Work for a Third Party. For the avoidance of doubt, during any Notice Period, the Executive shall remain an employee of the Company and continue to receive his normal rate of pay and all contractual benefits in accordance with this Agreement and be bound by all his express and implied duties save as varied in accordance with the provisions of this Section 7(a). During the Notice Period, the Executive shall not undertake any work for any third party (as an employee or otherwise) whether paid or unpaid without written permission from the Company. If the Company grants such permission, the Company's obligation to continue to treat the Executive as an employee of the Company and to continue to provide the normal rate of pay and all contractual benefits as an employee of the Company for the remainder of the Notice Period shall immediately cease, and the Company shall have the right to terminate the Notice Period as it deems appropriate in its discretion in light of the circumstances of third party work at issue. This paragraph shall not apply to any unpaid volunteer work performed by Executive for a civic, community, charitable, educational, or religious organization, provided that such work does not interfere with Executive's ability to make himself available for full-time work with the Company as deemed necessary by the Company in its discretion during the Notice Period. In addition, Executive may accept a compensated role as a member of a board of directors of a for-profit entity, provided that the Executive provides written notice to the Company of the role and the Company consents to Executive's acceptance of the role. Such consent will not be unreasonably withheld as long as the Company determines, in its sole discretion, that the role will not interfere with Executive's ability to make himself available for full-time work with the Company during the Notice Period.

(b)Payment in Consideration of Release and Restrictive Covenants. If the Executive's employment is terminated for the reasons described in Sections 7(a)(i) or 7(a)(iv), the Company shall provide the Executive with cash consideration in exchange for the Executive's execution, and compliance with the terms, of the restrictive covenants and release of claims set forth in the separation agreement described in Section 7(c). The amount of such cash consideration shall be equal to the sum of the Executive's annual base salary (as described in Section 5(a)) and the current target annual bonus (as described in Section 5(b)), in each case, as in effect immediately prior to the date of the Executive's termination of employment, and subject to a maximum aggregate amount not exceeding the total amount of compensation (including base salary, Bonus Plan awards and the value of annual equity incentive awards granted) of the Executive during the last full fiscal year when the Executive was employed. Such consideration shall be payable in equal installments over a twelve month period following the date of such termination in accordance with the Company's payroll practices, subject to reduction for any applicable tax withholding and/or pursuant to any terms of the separation agreement described in Section 7(c).

(c)Separation Agreement and Release of Claims. As a condition of receiving any consideration for which the Executive otherwise qualifies under Section 7(b), the Executive agrees (i) to execute, deliver and not revoke, within thirty (30) days following the date of the Executive's termination of employment, a separation agreement containing restrictive covenants running in favor of the Company and its affiliates, and a general release of the Company and its

subsidiaries and their respective affiliates and their respective employees, officers, directors, owners and members from any and all claims, obligations and liabilities of any kind whatsoever, including, without limitation, those arising from or in connection with the Executive's employment or termination of employment with the Company or any of its subsidiaries or affiliates or this Agreement (including, without limitation, civil rights claims), in such form as is requested by the Company, such separation agreement and general release to be delivered, and to have become fully irrevocable, on or before the end of such thirty (30)-day period, and (ii) not to apply for unemployment compensation chargeable to the Company during the period with respect to which the Executive is receiving such consideration. If such a general release described in clause (i) of the immediately preceding sentence has not been executed and delivered and become irrevocable on or before the end of such thirty (30)-day period, no amounts or benefits under Section 7(b) shall be or become payable. To the extent that any payments or benefits to the Executive under Section 7(b) are subject to Section 409A of the Code and the Executive's employment is terminated within 60 days of the end of a calendar year, payments of such amounts shall not be made until the calendar year following the year in which the Executive's employment is terminated (but with the first payment being a lump sum payment covering all payment periods from the date of termination through the date of such first payment).

(d)No Additional Rights. The Executive acknowledges and agrees that, except as specifically described in this Section 7, all of the Executive's rights to any compensation, benefits, bonuses or other payments from the Company and its subsidiaries and affiliates after termination of the Employment Term shall cease upon such termination.

(e)Offset. To the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), any consideration to which the Executive is otherwise entitled pursuant to this Section 7 shall be (i) reduced by amounts outstanding under any indebtedness, obligations or liabilities owed by the Executive to the Company; (ii) reduced and offset by any severance pay or benefits, or similar amounts, payable to the Executive due to his termination of employment under any labor, social or other governmental plan, program, law or policy, and should such other payments or benefits described in this clause be payable, payments under this Agreement shall be reduced accordingly or, alternatively, payments previously paid or provided under this Agreement will be treated as having been paid or provided to satisfy such other obligations.

(f)Resignation as Officer or Director. Upon a termination of employment, unless requested otherwise by the Company, the Executive shall resign each position (if any) that the Executive then holds as a director or officer of the Company or of any affiliates of the Company. The Executive's execution of this Agreement shall be deemed the grant by the Executive to the officers of the Company of a limited power of attorney to sign in the Executive's name and on the Executive's behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

(g)

Definitions of Certain Terms. For purposes of this Agreement:

(i)"Cause" shall have the meaning given that term in the Company's Severance Plan for U.S. Officers and Executives, as such plan may be amended from time to time.

(ii)"Disability" shall mean a "Permanent Disability" as that term is defined in the Company's Severance Plan for U.S. Officers and Executives, as such plan may be amended from time to time.

(iii)"Good Reason" shall have the meaning given that term in the CIC Plan, as such plan may be amended from time to time and will only apply after the occurrence of a "Change in Control", as defined in the CIC Plan.

(h)Equity Awards. The treatment of Executive's outstanding equity awards will be governed by the applicable equity award agreements and other governing award and plan documents.

8.Notices. All notices, requests, demands, claims, consents and other communications which are required, permitted or otherwise delivered hereunder shall in every case be in writing and shall be deemed properly served if: (a) delivered personally, (b) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, or (c) delivered by a recognized overnight courier service, to the parties at the addresses as set forth below:

If to the Company:

If to the Executive:

TE Connectivity Corporation 1050 Westlakes Drive

Berwyn, Pennsylvania 19312

Attention:Senior Vice President, Global Human Resources

At the Executive's residence address as maintained by the Company in the regular course of its business for payroll purposes.

or to such other address as shall be furnished in writing by either party to the other party: provided that such notice or change in address shall be effective only when actually received by the other party. Date of service of any such notices or other communications shall be: (a) the date such notice is personally delivered, (b) three days after the date of mailing if sent by certified or registered mail, or (c) one business day after date of delivery to the overnight courier if sent by overnight courier.

Section 409A.

(a)The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively "Code Section 409A"), and the Company shall have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this Agreement (or of any award of compensation, including, without limitation, equity compensation or benefits) does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a "termination,""termination of employment" or like terms shall mean such a separation from service. The determination of whether and when a separation from service has occurred for purposes of this Agreement shall be made in accordance with the presumptions set forth in Section l.409A-l (h) of the Treasury Regulations.

(c) Any provision of this Agreement to the contrary notwithstanding, if at the time of the Executive's separation from service, the Company determines that the Executive is a "specified employee," within the meaning of Code Section 409A, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service, and (ii) the date of the Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 9(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a lump-sum with interest at the prime rate as published by The Wall Street Journal on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment

dates specified for them herein.

(d) Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) the Executive's right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company's obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive's remaining lifetime (or if longer, through the sixth (6th) anniversary of the Commencement Date).

(e) For purposes of Code Section 409A, the Executive's right to receive any installment payments shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, "payment shall be made within thirty (30) days following the date of termination"), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A.

(f) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.

10. Say on Pay Limitations.

(a)Say on Pay Requirements. Under Swiss say and pay law, the maximum aggregate amount of compensation of the executive management must be approved by the General Meeting of Shareholders of TE Connectivity Ltd. (the "GM") as a public Swiss company. At each GM, the Company presents to the Company's shareholders for approval the maximum aggregate amount of compensation that can be paid to the executive management in the next succeeding fiscal year. If the GM does not approve the maximum aggregate amount of compensation of the executive management, the Company will determine whether and to what extent the Executive's compensation in that fiscal year will be affected. If the Executive's compensation is affected, this Employment Agreement continues to be effective subject to paragraph (b) below.

(b)Non-Approval by GM. If the GM refuses to approve the proposed maximum aggregate compensation of the executive management, and Executive's compensation is subject to the approval of the GM, the Executive by signing this Employment Agreement (i) agrees to accept a modification - as determined by the Company - of the compensation and benefits under this Employment Agreement, and (ii) if the Company decides to pay compensation on a provisional basis in view of what a following GM may approve, the Executive will have to repay any amount of compensation received but subsequently not approved by any following GM.

11.

General.

(a)Governing Law. This Agreement and the legal relations thus created between the parties hereto shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the Commonwealth of Pennsylvania. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the Commonwealth of Pennsylvania.

(b)Construction and Severability. Whenever possible, each provision of this Agreement shall be construed and interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by, or invalid, illegal or unenforceable in any respect under, any applicable law or rule in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other jurisdiction, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such prohibited, invalid, illegal or unenforceable provisions with enforceable and valid provisions in such jurisdiction which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

(c)Cooperation. During the Employment Term and thereafter, the Executive shall cooperate with the Company and be reasonably available to the Company with respect to continuing and/or future matters related to the Executive's employment period with the Company and/or its subsidiaries or affiliates, whether such matters are business-related, legal, regulatory or otherwise (including, without limitation, the Executive appearing at the Company's request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into the Executive's possession). Following the Employment Term, the Company shall reimburse the Executive for all reasonable out of pocket expenses incurred by the Executive in rendering such services that are approved by the Company. In addition, if more than an incidental cooperation is required at any time after the termination of the Executive's employment, the Executive shall be paid (other than for the time of actual testimony) a per day fee based on his base salary described in Section 5(a) at the time of such termination divided by 225.

(d)Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and the Executive and the Executive's heirs, executors, administrators, and successors; provided that the services provided by the Executive under this Agreement are of a personal nature, and rights and obligations of the Executive under this Agreement shall not be assignable or delegable, except for any death payments otherwise due the Executive, which shall be payable to the estate of the Executive; provided further the Company may assign this Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary or affiliate of the Company or any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company by purchase, merger, consolidation or otherwise; and provided further that in the event of the Executive's death, any unpaid amount due to the Executive under this Agreement shall be paid to his estate.

(e)Executive's Representations. The Executive hereby represents and warrants to the Company that: (i) the execution, delivery and performance of this Agreement by the Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which the Executive is bound; (ii) the Executive is not a party to or bound by any employment agreement, noncompetition or nonsolicitation agreement or confidentiality agreement with any other person or entity besides the Company and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Executive, enforceable in accordance with its terms. THE EXECUTIVE HEREBY ACKNOWLEDGES AND REPRESENTS THAT THE EXECUTIVE HAS CONSULTED WITH INDEPENDENT LEGAL COUNSEL REGARDING THE EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, TO THE EXTENT DETERMINED NECESSARY OR APPROPRIATE BY THE EXECUTIVE, AND THAT THE EXECUTIVE FULLY UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED

HEREIN.

(f)Compliance with Rules and Policies. The Executive shall perform all services in accordance with the policies, procedures and rules established by the Company and the Board, including, but not limited to, the Company's Guide to Ethical Conduct. In addition, the Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries or affiliates and their respective employees, directors and officers.

(c)Withholding Taxes.All amounts payable hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.

(d)Entire Agreement.This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and terminates and supersedes any and all prior agreements, understandings and representations, whether written or oral, by or between the parties hereto or their affiliates which may have related to the subject matter hereof in any way, including, without limitation, and any other existing employment agreement or change of

control agreement, which is hereby terminated and cancelled and of no further force or effect as of the Commencement Date, without the payment of any additional consideration by or to either of the parties hereto; provided, however, that the agreements referenced in Section 6, any agreement between the parties addressing the terms and conditions of Executive's expatriate assignment or relocation, as applicable, and any agreement issued under the terms of any compensation or employee benefit plan described herein or in which the Executive is otherwise a participant shall not be affected by this Section l0(h). Notwithstanding any provision of this Agreement to the contrary, neither the assignment of the Executive to a different Reporting Officer due to a reorganization or an internal restructuring of the Company or its subsidiaries or affiliates nor a change in the Reporting Officer's title shall constitute a modification or a breach of this Agreement.

(e)Duration. Notwithstanding the Employment Term hereunder, this Agreement shall continue for so long as any obligations remain under this Agreement.

(f)Survival. The covenants set forth in the agreements referenced in Section 6 and the covenants set forth in Section 10(c) of this Agreement shall survive and shall continue to be binding upon the Executive notwithstanding the termination of this Agreement for any reason whatsoever.

(g)Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and the Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company's right to terminate the Employment Term for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Pursuit by either party of any available remedy, either in law or equity, or any action of any kind, does not constitute waiver of any other remedy or action. Such remedies and actions are cumulative and not exclusive.

(h)Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

(i)Section References. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The words Section and paragraph herein shall refer to provisions of this Agreement unless expressly indicated otherwise.

(j)No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring either party hereto by virtue of the authorship of any of the provisions of this Agreement.

(k)Time of the Essence; Computation of Time. Time is of the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any privilege or the

discharge or any duty hereunder shall fall upon a Saturday, Sunday, or any date on which banks in Berwyn, Pennsylvania are authorized to be closed, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a regular business day.

(l)No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement and their respective heirs, executors, administrators, successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(m)Forfeiture and Clawback. The Executive acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, this Agreement and all amounts payable hereunder shall be subject to any applicable compensation, clawback and recoupment policies implemented by the Board, as may be in effect from time to time.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.

TE CONNECTIVITY CORPORATION

Date: February 23, 2018

/s/ Harold G. Barksdale

Name: Harold G. Barksdale

Date: January 31, 2018

/s/ Shad W. Kroeger

Name: Shad W. Kroeger

Exhibit 22.1

GUARANTEED SECURITIES

Pursuant to Item 601(b)(22) of Regulation S-K, set forth below are registered securities issued by Tyco Electronics Group S.A. (“TEGSA”) (Issuer) and guaranteed by TEGSA’s parent, TE Connectivity Ltd. (Guarantor), as of December 25, 2020.

Description of securities

4.875% senior notes due 2021

3.50% senior notes due 2022

1.10% euro-denominated senior notes due 2023

3.45% senior notes due 2024

0.0% euro-denominated senior notes due 2025

3.70% senior notes due 2026

3.125% senior notes due 2027

7.125% senior notes due 2037

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Terrence R. Curtin, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of TE Connectivity Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: January 28, 2021

	/s/ Terrence R. Curtin
	Terrence R. Curtin
	Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Heath A. Mitts, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of TE Connectivity Ltd.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: January 28, 2021

	/s/ Heath A. Mitts
	Heath A. Mitts
	Executive Vice President and Chief Financial Officer

Exhibit 32.1

TE CONNECTIVITY LTD.

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officers of TE Connectivity Ltd. (the “Company”) hereby certify to their knowledge that the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 25, 2020 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Terrence R. Curtin
Terrence R. Curtin
Chief Executive Officer
January 28, 2021


/s/ Heath A. Mitts
Heath A. Mitts
Executive Vice President and Chief Financial Officer
January 28, 2021