TEL_DeutschPres-html.html

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November 29, 2011

Forward-Looking Statements

This presentation contains certain “forward-looking statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are
subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial
condition or achievements to differ materially from anticipated results, performance, financial condition or achievements.
All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,”
“believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking
statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such
intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or
otherwise, except to the extent required by law. In addition to our future financial condition and operating results, the
forward-looking statements in this presentation include statements addressing our ability to execute an acquisition
agreement to acquire Deutsch (the “Deutsch Acquisition”), our ability to fund and consummate the Deutsch Acquisition,
including the entry into financing arrangements and the receipt of regulatory approvals; and our ability to realize
projected financial impacts of and to integrate the Deutsch Acquisition. Examples of factors that could cause actual
results to differ materially from those described in the forward-looking statements include, among others, the risk that the
execution of an acquisition agreement to purchase Deutsch and to close the Deutsch Acquisition may not be
consummated; the risk that a regulatory approval that may be required for the Deutsch Acquisition is not obtained or is
obtained subject to conditions that are not anticipated; the risk that revenue opportunities, cost savings and other
anticipated synergies from the Deutsch Acquisition may not be fully realized or may take longer to realize than expected;
the risk that Deutsch’s operations will not be successfully integrated into ours; business, economic, competitive and
regulatory risks, such as conditions affecting demand for products, particularly the automotive industry and the
telecommunications, computer and consumer electronics industries; competition and pricing pressure; fluctuations in
foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in
countries in which we operate; developments in the credit markets; future goodwill impairment; compliance with current
and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax
treaties and other legislation. More detailed information about these and other factors is set forth in our Annual Report on
Form 10-K for the fiscal year ended Sept. 30, 2011 as well as in our Current Reports on Form 8-K and other reports filed
by us with the U.S. Securities and Exchange Commission.

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November 29, 2011

Acquisition Overview

Best-in-class connectivity for
harsh environments

Strong customer relationships

73 year proven history of high-
quality products

~80% of products are custom

Estimated 2011 revenues of
$670 million, EBITDA of ~26%

• TE has entered into exclusive negotiations and made a

binding offer valued at €1.55 billion to acquire Deutsch
from the Wendel Group

• Expands our capability to offer a complete range of

connectivity solutions across all major industries,
applications and regions

• Deutsch brings a range of highly-engineered, custom

connectivity solutions for harsh environment applications

Adds key circular connector product line

• Provides higher-margin complementary products for

applications in long-cycle industries with strong secular
trends

Commercial aerospace growth

Increase in emissions standards globally

• Significant value expected for shareholders with revenue

and tax synergies as well as operational efficiencies

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November 29, 2011

Deutsch Overview

Key
Metrics

Key
Products

Deutsch is a leading supplier of interconnect products for harsh environments.
Segments include industrial transportation, commercial aerospace, military, rail and offshore oil and gas.
Deutsch was founded in 1938 and is owned by the Wendel Group.

Overview

Circular connectors (aluminum, nickel plated, screw locking, environmentally sealed, hermetically sealed,
water tight, fiber optic, microwave)

Rectangular connectors (thermoplastic, hermetically sealed, environmentally sealed, composite, latching)

Splitter boxes (controller area network, environmentally sealed, bayonet locking)

•

2011 Estimated Financials:

– Revenue ~$670 million
– EBITDA ~26% of sales

•

Employees: ~3,600

•

Manufacturing Facilities:

– U.S.
– France
– China
– Mexico
– India
– U.K.

Asia

North

America

48%

EMEA

45%

% of Sales By Region

Offshore 2%

Industrial

Transportation

58%

Aerospace

22%

% of Sales By Application

Military

16%

Rail 2%

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November 29, 2011

Fills Key Product Gaps

Expands Our Portfolio for Harsh Environments

TE
Segment

Transportation Solutions

Communications &

Industrial Solutions

Industry

Aerospace & Defense

Industrial Transportation

Industrial Equipment

Application

Commercial
Aerospace Military Offshore

Truck Agriculture Construction

Mining, Water

Rail MEFA Nuclear

5-year
CAGR

~6%

~5%

Deutsch‘s
Revenue

~$250M

~$400M

~$20M

Strategic
Benefit of
Acquisition

• Adds circular connector

products

• Leading positions in new

commercial air platforms

• An entry into offshore oil & gas

connectivity

• Complementary products create

a leader in commercial vehicles

• A full product portfolio to address

faster-growing emerging markets

• Expands existing portfolio with

addition of circular connector
products

• Optimize TE OEM and channel

partners to increase penetration
of Deutsch products

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November 29, 2011

Industrial Transportation Applications

Engine Control Unit

Engine / Sensor connectors

Agriculture Vehicles

Construction Equipment

Heavy Trucks

Chassis / in-line connectors

Bulkhead connectors

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November 29, 2011

Engine

Aerospace and Defense Applications

Airframe

Avionics

Landing gear

Commercial Aircraft

Military Aircraft

Helicopters

Weapon systems

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November 29, 2011

Marine and Offshore Applications

Topside

Subsea equipment

Down-hole

Tree

Seismic

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November 29, 2011

Transaction Summary

Enterprise

Value

• €1.55 billion

~$2.06 billion at current exchange rates

“Effective” net purchase price of ~$1.8 billion (~$250 million of NPV

related to tax attributes and synergies)

Financing

• Expect ~50% cash and ~50% new debt

• Expect to pay off existing TE debt of ~$700 million at maturity in FY 2013

Tax

• Expect ~10% cash tax rate

• Drives ~$250 million of value on an NPV basis

Return

• Expect ROIC of ~11% in FY 2015

Accretion

• Expect ~$0.20 accretion in FY 2013, excluding one-time costs

• Expect one-time cash costs of ~$75 million

Timing

• Expected to close by fiscal Q3 2012, contingent upon completion of

customary regulatory clearances

TE’s binding offer is subject to customary regulatory approvals including consultation by Deutsch with the Workers' Council, which
is required under French law

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November 29, 2011

Target

Today

Organic Sales CAGR

Today

Synergies

•

Leverage of combined global supply chain

– TEOA / Lean

– Purchasing

•

Optimize go-to-market and G&A

Operating
Efficiencies

•

Expand Deutsch product sales through
TE’s customer base

•

Expand TE’s product sales through

Deutsch’s customer base

•

Complementary technologies provide
better solutions for our customers

•

Expand penetration in emerging markets

Organic Sales CAGR

~6%

8-10%+

Target

~26%

>30%

Today

EBITDA

Revenue

Expect ~$0.20 of Accretion in FY2013

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November 29, 2011

Summary

• The proposed acquisition of Deutsch and its products for harsh

environment applications is complementary to TE’s existing
portfolio and expands our capability to offer a complete range
of connectivity solutions

• TE’s customer base, geographic presence, and sales and

engineering strength is expected to drive growth for Deutsch
products at 8-10%+ annually

• Significant value expected for shareholders with increased

growth, operating efficiencies and tax synergies

Synergies to drive EBITDA >30%

FY2013 Accretion to adjusted EPS of ~ $0.20 per share

ROIC above cost of capital in year 3

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November 29, 2011

Non-GAAP Measures

The forecasted earnings per share amount, as adjusted, that is set forth in this presentation is a non-GAAP (U.S.
generally accepted accounting principles) measure and should not be considered a replacement for GAAP results. The
company uses diluted earnings per share from continuing operations attributable to TE Connectivity Ltd. before special
items, including charges or income related to legal settlements and reserves, restructuring and other charges, acquisition
related charges, tax sharing income related to certain proposed adjustments to prior period tax returns and other tax
items, certain significant special tax items and, if applicable, related tax effects ("Adjusted Earnings Per Share" or
"Adjusted EPS"). We use Adjusted EPS because we believe that it is appropriate for investors to consider results
excluding these items in addition to results in accordance with GAAP. We believe such a measure provides a picture of
our results that is more comparable among periods since it excludes the impact of special items, which may recur, but
tend to be irregular as to timing, thereby making comparisons between periods more difficult. It also is a significant
component in our incentive compensation plans. The 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
Adjusted Earnings Per Share in combination with diluted earnings per share from continuing operations attributable to TE
Connectivity Ltd. (the most comparable GAAP measure) in order to better understand the amounts, character and
impact of any increase or decrease on reported results.

The forecasted EBITDA margin amount for Deutsch that is set forth in this presentation is a non-GAAP measure and
should not be considered a replacement for GAAP results. EBITDA represents net income before interest expense,
interest income, income taxes, depreciation and amortization. EBITDA is not intended to represent Deutsch’s results of
operations in accordance with GAAP and should not be considered a substitute for net income or any other operating
measure prepared in accordance with GAAP.

Because we do not predict the amount and timing of special items that might occur in the future, and our forecasts are
developed at a level of detail different than that used to prepare GAAP-based financial measures, we do not provide
reconciliations to GAAP of our forward-looking financial measures.