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Tyco International Reports Third Quarter Earnings from Continuing Operations Before Special Items of $0.58 Per Share and GAAP Earnings of $0.51 Per Share
Date:7/30/2009

SCHAFFHAUSEN, Switzerland, July 30 /PRNewswire-FirstCall/ --

    ($ millions, except per-share amounts)
                                                     Q3 2009 Q3 2008  % Change
                                                     ------- -------  --------
    Revenue                                          $4,240  $5,215     (19%)
    Income from Continuing Operations                  $243    $199      22%
    Diluted EPS from Continuing Operations            $0.51   $0.41
    Special Items                                    $(0.07) $(0.47)
    Income from Continuing Ops Before Special Items    $278    $429     (35%)
    Diluted EPS from Continuing Ops Before Special
     Items                                            $0.58   $0.88     (34%)

Tyco International Ltd. (NYSE: TYC) today reported $0.51 in diluted earnings per share (EPS) from continuing operations for the fiscal third quarter of 2009 and diluted EPS from continuing operations before special items of $0.58 per share. Revenue in the quarter of $4.2 billion declined 19% versus the prior year. Organic revenue declined 12%, with approximately five percentage points of the decline coming from the Electrical and Metal Products business.

"Our third-quarter results reflect the good progress we are making in reducing our cost structure in this challenging environment," said Tyco Chairman and CEO Ed Breen. "Our service business, including our recurring revenue, represented 40% of total revenue and continues to grow organically, providing us with steady and predictable revenue. With our strong balance sheet and cash flow performance, we continue to invest in our businesses for long-term growth."

Organic revenue, free cash flow, operating income before special items, operating margin before special items and income and diluted EPS from continuing operations before special items are non-GAAP financial measures and are described below. For a reconciliation of these non-GAAP measures, see the attached tables. Additional schedules as well as Third Quarter Review slides can be found at www.tyco.com on the Investor Relations portion of Tyco's website.

SEGMENT RESULTS

The financial results presented in the tables below are in accordance with GAAP unless otherwise indicated. Beginning in the first quarter of fiscal 2009, certain businesses within the ADT Worldwide and Fire Protection Services segments were realigned, resulting in changes to historical segment performance. The revenue and operating income results shown below have been adjusted to reflect these changes. All dollar amounts are pre-tax and stated in millions. All comparisons are to the fiscal third quarter of 2008 unless otherwise indicated.

ADT Worldwide

                                            Q3 2009  Q3 2008   % Change
                                            -------  -------   --------
    Revenue                                 $1,730   $1,927      (10%)
    Operating Income                          $233     $237       (2%)
    Operating Margin                          13.5%    12.3%
    Special Items                             ($12)    ($30)
    Operating Income Before Special Items     $245     $267       (8%)
    Operating Margin Before Special Items     14.2%    13.9%

Revenue of $1.7 billion declined 10% due to changes in foreign currency rates and an organic revenue decline of 5%. Recurring revenue grew 4% organically with growth in all geographic regions. Systems installation and service revenue declined 15% organically mostly due to weakness in North America and Europe as a result of continuing lower sales to commercial customers.

Operating income was $233 million and the operating margin was 13.5%. Special items of $12 million resulted from restructuring activities. Operating income before special items of $245 million decreased $22 million, which included a $12 million negative foreign currency impact. The operating margin before special items improved 30 basis points to 14.2%.

Flow Control

                                              Q3 2009  Q3 2008   % Change
                                              -------  -------   --------
    Revenue                                     $954   $1,132      (16%)
    Operating Income                            $122     $152      (20%)
    Operating Margin                            12.8%    13.4%
    Special Items                                ($9)     ($3)
    Operating Income Before Special Items       $131     $155      (15%)
    Operating Margin Before Special Items       13.7%    13.7%

Revenue of $954 million declined 16% primarily due to changes in foreign currency rates with an organic revenue decline of 5%. The Valves business grew 2% organically, which was offset by a 13% organic revenue decline in Water and a 14% organic revenue decline in the Thermal Controls business. Backlog of $1.6 billion decreased 4% (9% excluding currency) on a quarter sequential basis.

Operating income was $122 million and the operating margin was 12.8%. Special items of $9 million resulted from restructuring activities. Operating income before special items of $131 million decreased $24 million, which included a $20 million negative foreign currency impact. The operating margin before special items was 13.7%.

Fire Protection Services

                                              Q3 2009  Q3 2008  % Change
                                              -------  -------   --------
    Revenue                                     $856     $992      (14%)
    Operating Income                             $67      $99      (32%)
    Operating Margin                             7.8%    10.0%
    Special Items                                ($3)     ($1)
    Operating Income Before Special Items        $70     $100      (30%)
    Operating Margin Before Special Items        8.2%    10.1%

Revenue of $856 million declined 14% primarily due to changes in foreign currency rates with an organic revenue decline of 5%. Service revenue declined 2% organically. Installation revenue declined 7% organically, driven by continued softness in the North America and EMEA regions. Backlog of $1.2 billion increased 1% (a 2% decline excluding currency) on a quarter sequential basis.

Operating income was $67 million and the operating margin was 7.8%. Special items of $3 million resulted from restructuring activities. Operating income before special items of $70 million decreased $30 million primarily due to lower volume and a $4 million negative foreign currency impact. The operating margin before special items was 8.2%.

Electrical and Metal Products

                                                 Q3 2009  Q3 2008   % Change
                                                 -------  -------   --------
    Revenue                                        $320      $652      (51%)
    Operating (Loss)/Income                        ($17)     $141     (112%)
    Operating Margin                               (5.3%)    21.6%
    Special Items                                  ($10)      ($5)
    Operating (Loss)/Income Before Special Items    ($7)     $146     (105%)
    Operating Margin Before Special Items          (2.2%)    22.4%

Revenue of $320 million declined 51% with an organic revenue decline of 47%. The decline was due to continued weak demand in end markets and significantly lower year over year steel prices. Volume declined 40% for steel products and 27% for copper products.

Electrical and Metal Products incurred an operating loss of $17 million. Special items of $10 million included $7 million from restructuring activities and a $3 million divestiture loss. The operating loss before special items of $7 million was due to the impact of lower volume and lower steel spreads.

Safety Products

                                              Q3 2009  Q3 2008   % Change
                                              -------  -------   --------
    Revenue                                     $380     $511      (26%)
    Operating Income                             $34      $79      (57%)
    Operating Margin                             8.9%    15.5%
    Special Items                               ($11)    ($12)
    Operating Income Before Special Items        $45      $91      (51%)
    Operating Margin Before Special Items       11.8%    17.8%

Revenue of $380 million declined 26% with an organic revenue decline of 19% due to lower volume across the Fire Suppression, Electronic Security and Life Safety businesses. These businesses experienced weaker demand in end markets as well as lower distributor inventory levels. Changes in foreign currency also negatively impacted results.

Operating income was $34 million and the operating margin was 8.9%. Special items of $11 million resulted from restructuring activities. Operating income before special items of $45 million decreased 51%, primarily due to lower volume.

OTHER ITEMS

  • The GAAP tax rate for the quarter was 11.3% and the tax rate excluding special items was 13.4%.
  • Corporate and Other expense was $100 million and included special items of $2 million from restructuring activities.
  • The company incurred pre-tax charges totaling $44 million in the quarter which resulted from restructuring activities.
  • Cash flow from operating activities was $662 million in the quarter. The company had free cash flow of $367 million, which included cash payments of $102 million for restructuring and legacy legal matters.

ABOUT TYCO INTERNATIONAL

Tyco International Ltd. (NYSE: TYC) is a diversified, global company that provides vital products and services to customers in more than 60 countries. Tyco is a leading provider of security products and services, fire protection and detection products and services, valves and controls, and other industrial products. Tyco had 2008 revenue of more than $20 billion and has approximately 110,000 employees worldwide. More information on Tyco can be found at www.tyco.com.

CONFERENCE CALL AND WEBCAST

Management will discuss the company's third quarter results for 2009 and outlook for the fourth quarter during a conference call and webcast today beginning at 8:30 a.m. EDT. Today's conference call for investors can be accessed in the following ways:

  • At Tyco's website: http://investors.tyco.com.
  • By telephone: For both "listen-only" participants and those participants who wish to take part in the question-and-answer portion of the call, the telephone dial-in number in the United States is (800) 779-1532. The telephone dial-in number for participants outside the United States is (773) 799-3896. The participant code is TYCO.
  • An audio replay of the conference call will be available beginning at 11:00 a.m. on July 30, 2009 and ending on August 7, 2009. The dial-in number for participants in the United States is (866) 395-9163. For participants outside the United States, the replay dial-in number is (203) 369-0499.

NON-GAAP MEASURES

"Organic revenue," "free cash flow (outflow)" (FCF), "income from continuing operations before special items", "earnings per share (EPS) from continuing operations before special items", "operating income before special items" and "operating margin before special items" are non-GAAP measures and should not be considered replacements for GAAP results.

Organic revenue is a useful measure used by the company to measure the underlying results and trends in the business. The difference between reported net revenue (the most comparable GAAP measure) and organic revenue (the non-GAAP measure) consists of the impact from foreign currency, acquisitions and divestitures, and other changes that do not reflect the underlying results and trends (for example, revenue reclassifications and changes to the fiscal year). Organic revenue is a useful measure of the company's performance because it excludes items that: i) are not completely under management's control, such as the impact of foreign currency exchange; or ii) do not reflect the underlying results of the company's existing businesses, such as acquisitions and divestitures. It may be used as a component of the company's compensation programs. The limitation of this measure is that it excludes items that have an impact on the company's revenue. This limitation is best addressed by using organic revenue in combination with the GAAP numbers. See the accompanying tables to this press release for the reconciliation presenting the components of organic revenue.

FCF is a useful measure of the company's cash which is free from any significant existing obligation. The difference between Cash Flows from Operating Activities (the most comparable GAAP measure) and FCF (the non-GAAP measure) consists mainly of significant cash outflows that the company believes are useful to identify. FCF permits management and investors to gain insight into the number that management employs to measure cash that is free from any significant existing obligation. It, or a measure that is based on it, may be used as a component in the company's incentive compensation plans. The difference reflects the impact from:

  • net capital expenditures,
  • accounts purchased from ADT dealer network,
  • cash paid for purchase accounting and holdback liabilities,
  • voluntary pension contributions, and
  • the sale of accounts receivable programs.

Capital expenditures and the ADT dealer program are subtracted because they represent long-term commitments. Cash paid for purchase accounting and holdback liabilities is subtracted from Cash Flow from Operating Activities because these cash outflows are not available for general corporate uses. Voluntary pension contributions and the impact from the sale of accounts receivable programs are added or subtracted from the GAAP measure because this activity is driven by economic financing decisions rather than operating activity.

The limitation associated with using FCF is that it subtracts cash items that are ultimately within management's and the Board of Directors' discretion to direct and therefore may imply that there is less or more cash that is available for the company's programs than the most comparable GAAP measure. This limitation is best addressed by using FCF in combination with the GAAP cash flow numbers.

FCF as presented herein may not be comparable to similarly titled measures reported by other companies. The measure should be used in conjunction with other GAAP financial measures. Investors are urged to read the company's financial statements as filed with the Securities and Exchange Commission, as well as the accompanying tables to this press release that show all the elements of the GAAP measures of Cash Flows from Operating Activities, Cash Flows from Investing Activities, Cash Flows from Financing Activities and a reconciliation of the company's total cash and cash equivalents for the period. See the accompanying tables to this press release for a cash flow statement presented in accordance with GAAP and a reconciliation presenting the components of FCF.

The company has presented its income and EPS from continuing operations before special items and operating income and margin before special items. Special Items include charges and gains related to divestitures, acquisitions, restructurings, impairments, legacy legal and tax charges and other income or charges that may mask the underlying operating results and/or business trends of the company or business segment, as applicable. The company utilizes income and EPS from continuing operations before special items and operating income and margin before special items to assess overall operating performance and segment level core operating performance, as well as to provide insight to management in evaluating overall and segment operating plan execution and underlying market conditions. They may be used as significant components in the company's incentive compensation plans. Operating income, operating margin, and income and EPS from continuing operations before special items are useful measures for investors because they permit more meaningful comparisons of the company's underlying operating results and business trends between periods. The difference between income and EPS from continuing operations before special items and income and EPS from continuing operations (the most comparable GAAP measures) consists of the impact of charges and gains related to divestitures, acquisitions, restructurings, impairments, legacy legal and tax charges and other income or charges that may mask the underlying operating results and/or business trends. Operating income and margin before special items do not reflect any additional adjustments that are not reflected in income from continuing operations before special items. The limitation of these measures is that they exclude the impact (which may be material) of items that increase or decrease the company's reported operating income and margin and operating income and EPS from continuing operations. This limitation is best addressed by using the non-GAAP measures in combination with the most comparable GAAP measures in order to better understand the amounts, character and impact of any increase or decrease on reported results.

FORWARD-LOOKING STATEMENTS

This release may contain 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 or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein and in accompanying conference calls or webcasts 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. The forward-looking statements in this release and accompanying conference calls generally include, but are not limited to, statements addressing Tyco's future financial condition and operating results, as well as its portfolio refinement activities. Economic, business, competitive and/or regulatory factors affecting Tyco's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements. Tyco is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in Tyco's Annual Report on Form 10-K for the fiscal year ended Sept. 26, 2008 and in the interim reports filed on Form 10-Q for subsequent quarterly periods.

                            TYCO INTERNATIONAL LTD.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (in millions, except per share data)
                                  (Unaudited)

                                       Quarter Ended     Nine Months Ended
                                       -------------     -----------------
                                     June 26,  June 27,  June 26,  June 27,
                                        2009      2008      2009      2008
                                        ----      ----      ----      ----
    Net revenue                       $4,240    $5,215   $12,816   $14,915
    Cost of sales                      2,745     3,364     8,329     9,706
    Selling, general and
     administrative expenses           1,124     1,234     3,464     3,605
    Class action settlement, net           -        (7)        -        (7)
    Separation costs                       -         -         -         4
    Goodwill and intangible asset
     impairments                           -         -     2,705         -
    Restructuring, asset
     impairment and divestiture
     charges, net                         32        47       120        95
                                          --        --       ---        --
       Operating income (loss)          $339      $577   $(1,802)   $1,512
    Interest income                        9        16        32        99
    Interest expense                     (74)      (91)     (225)     (323)
    Other income (expense), net            1      (257)       12      (205)
                                           -      ----        --      ----
       Income (loss) from continuing
        operations before
        income taxes and minority
        interest                         275       245    (1,983)    1,083
    Income tax expense                   (31)      (45)      (55)     (249)
    Minority interest                     (1)       (1)       (2)       (3)
                                          --        --        --        --
       Income (loss) from continuing
        operations                       243       199    (2,040)      831
    Income from discontinued
     operations, net of income
     taxes                                44       277        37       288
                                          --       ---        --       ---
       Net income (loss)                $287      $476   $(2,003)   $1,119
                                        ====      ====   =======    ======

    Basic earnings per common share:
       Income (loss) from continuing
        operations                     $0.51     $0.41    $(4.31)    $1.71
       Income from discontinued
        operations                      0.10      0.58      0.08      0.59
                                        ----      ----      ----      ----
       Net income (loss)               $0.61     $0.99    $(4.23)    $2.30
                                       =====     =====    ======     =====
    Diluted earnings per common share:
       Income (loss) from continuing
        operations                     $0.51     $0.41    $(4.31)    $1.70
       Income from discontinued
        operations                      0.09      0.57      0.08      0.58
                                        ----      ----      ----      ----
       Net income (loss)               $0.60     $0.98    $(4.23)    $2.28
                                       =====     =====    ======     =====

    Weighted-average number of
     shares outstanding:
       Basic                             473       482       473       487
       Diluted                           475       486       473       491



    NOTE:  These financial statements should be read in conjunction with the
           Consolidated Financial Statements and accompanying notes contained
           in the Company's Annual Report on Form 10-K for the fiscal year
           ended September 26, 2008 and Quarterly Report on Form 10-Q for the
           quarter ended March 27, 2009.



                         TYCO INTERNATIONAL LTD.
                           RESULTS OF SEGMENTS
                              (in millions)
                               (Unaudited)

                                            Quarter Ended
                                            -------------
                                      June 26,         June 27,
                                         2009             2008
                                         ----             ----
    NET REVENUE
    ADT Worldwide                      $1,730           $1,927
    Flow Control                          954            1,132
    Fire Protection Services              856              992
    Electrical and Metal Products         320              652
    Safety Products                       380              511
    Corporate and Other                     -                1
                                          ---              ---
       Total Net Revenue               $4,240           $5,215
                                       ======           ======

    OPERATING INCOME / (LOSS) AND MARGIN
    ADT Worldwide                        $233   13.5%     $237  12.3%
    Flow Control                          122   12.8%      152  13.4%
    Fire Protection Services               67    7.8%       99  10.0%
    Electrical and Metal Products         (17)  -5.3%      141  21.6%
    Safety Products                        34    8.9%       79  15.5%
    Corporate and Other                  (100)   N/M      (131)  N/M
                                         ----             ----
       Operating Income / (Loss) and
        Margin                           $339    8.0%     $577  11.1%
                                         ====             ====



                                         Nine Months Ended
                                         -----------------
                                      June 26,         June 27,
                                         2009             2008
                                         ----             ----
    NET REVENUE
    ADT Worldwide                      $5,216           $5,750
    Flow Control                        2,840            3,230
    Fire Protection Services            2,524            2,824
    Electrical and Metal Products       1,066            1,681
    Safety Products                     1,170            1,427
    Corporate and Other                     -                3
                                          ---              ---
       Total Net Revenue              $12,816          $14,915
                                      =======          =======

    OPERATING INCOME / (LOSS) AND MARGIN
    ADT Worldwide                          $7    0.1%     $703  12.2%
    Flow Control                          392   13.8%      466  14.4%
    Fire Protection Services                3    0.1%      254   9.0%
    Electrical and Metal Products        (952) -89.3%      254  15.1%
    Safety Products                      (835) -71.4%      219  15.3%
    Corporate and Other                  (417)   N/M      (384)  N/M
                                         ----             ----
       Operating Income / (Loss) and
        Margin                        $(1,802) -14.1%   $1,512  10.1%
                                      =======           ======



                            TYCO INTERNATIONAL LTD.
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                (in millions)
                                 (Unaudited)


                                                  June 26, September 26,
                                                     2009          2008
                                                     ----          ----
    Current Assets:
    Cash and cash equivalents                      $1,779        $1,519
    Accounts receivable, net                        2,638         3,024
    Inventories                                     1,590         1,879
    Other current assets                            1,756         1,805
    Assets of discontinued operations                  27           126
                                                       --           ---
      Total current assets                          7,790         8,353

    Property, plant and equipment, net              3,429         3,519
    Goodwill                                        8,621        11,619
    Intangible assets, net                          2,566         2,693
    Other assets                                    2,857         2,620
                                                    -----         -----
      Total Assets                                $25,263       $28,804
                                                  =======       =======

    Current Liabilities:
    Short-term debt and current maturities of
     long-term debt                                   $19          $555
    Accounts payable                                1,180         1,632
    Accrued and other current liabilities           2,831         2,766
    Deferred revenue                                  621           608
    Liabilities of discontinued operations              -            82
                                                      ---           ---
      Total current liabilities                     4,651         5,643

    Long-term debt                                  4,226         3,709
    Other liabilities                               3,778         3,944
                                                    -----         -----
      Total Liabilities                            12,655        13,296

    Minority interest                                  13            14

    Shareholders' equity                           12,595        15,494

                                                  -------       -------
      Total Liabilities and Shareholders' Equity  $25,263       $28,804
                                                  =======       =======


    NOTE: These financial statements should be read in conjunction with the
          Consolidated Financial Statements and accompanying notes contained
          in the Company's Annual Report on Form 10-K for the fiscal year
          ended September 26, 2008 and Quarterly Report on Form 10-Q for the
          quarter ended March 27, 2009.



                             TYCO INTERNATIONAL LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in millions)
                                   (Unaudited)

                                        Quarter Ended     Nine Months Ended
                                        -------------     -----------------
                                      June 26,  June 27,  June 26,  June 27,
                                         2009      2008      2009      2008
                                         ----      ----      ----      ----
    Cash Flows from Operating Activities:
    Net income (loss)                    $287      $476   $(2,003)   $1,119
      Income from discontinued
       operations                         (44)     (277)      (37)     (288)
                                          ---      ----       ---      ----
    Income (loss) from continuing
     operations                           243       199    (2,040)      831
    Adjustments to reconcile net cash
     provided by operating activities:
      Goodwill and intangible asset
       impairments                          -         -     2,705         -
      Depreciation and amortization       280       288       839       854
      Non-cash compensation expense        24        21        76        78
      Deferred income taxes               (19)      (10)     (201)     (115)
      Provision for losses on
       accounts receivable and
       inventory                           45        38       114        99
      Loss (Gain) on extinguishment of
       debt                                 -       258        (2)      258
      Other non-cash items                 24        33        62        76
      Changes in assets and liabilities,
       net of the effects of
       acquisitions and divestitures:
        Accounts receivable, net           22      (135)      184      (243)
        Inventories                       160       (24)      181      (173)
        Prepaid expenses and other
         current assets                   112        33      (175)        9
        Accounts payable                  (24)       71      (400)     (135)
        Accrued and other liabilities    (202)      (33)      (12)     (357)
        Income taxes, net                 (25)      (32)       (3)       (8)
        Class action settlement
         liability                          -         -         -    (3,020)
        Other                              22         5       116       (62)
                                          ---       ---       ---       ---
    Net cash provided by (used
     in) operating activities             662       712     1,444    (1,908)
                                          ---       ---     -----    ------
    Net cash provided by (used in)
     discontinued operating
     activities                             5       (29)       (8)      (25)

    Cash Flows from Investing Activities:
      Capital expenditures               (169)     (190)     (500)     (545)
      Proceeds from disposal of assets      2         4         6        14
      Acquisition of businesses, net
       of cash acquired                     -       (65)      (47)      (92)
      Accounts purchased from ADT
       dealer program                    (130)      (82)     (361)     (269)
      Class action settlement escrow        -         -         -     2,960
      Other                                38        25        40        15
                                           --        --        --        --
    Net cash (used in) provided by
     investing activities                (259)     (308)     (862)    2,083
                                         ----      ----      ----     -----
    Net cash provided by discontinued
     investing activities                   9       466        41       479

    Cash Flows from Financing Activities:
      Net repayments of debt                3      (240)      (17)     (200)
      Proceeds from exercise of share
       options                              -        19         1        40
      Dividends paid                      (98)      (73)     (287)     (221)
      Repurchase of common shares by
       subsidiary                           -      (279)       (3)     (756)
      Transfers from discontinued
       operations                          14       439        33       458
      Other                                 6         2         1       (68)
                                          ---       ---       ---       ---
    Net cash used in financing
     activities                           (75)     (132)     (272)     (747)
                                          ---      ----      ----      ----
    Net cash used in discontinued
     financing activities                 (14)     (437)      (33)     (454)

    Effect of currency translation
     on cash                               32        (4)      (50)       20
                                          ---       ---       ---       ---
    Net increase (decrease) in
     cash and cash equivalents            360       268       260      (552)
    Cash and cash equivalents at
     beginning of period                1,419     1,074     1,519     1,894
                                        -----     -----     -----     -----

    Cash and cash equivalents at end
     of period                         $1,779    $1,342    $1,779    $1,342
                                       ======    ======    ======    ======

    Reconciliation to "Free Cash Flow":
    Net cash provided by (used
     in) operating activities            $662      $712    $1,444   $(1,908)
    Sale of accounts receivable             3         2        13        12
    Capital expenditures                 (167)     (186)     (494)     (531)
    Accounts purchased from ADT dealer
     program                             (130)      (82)     (361)     (269)
    Purchase accounting and holdback
     liabilities                           (1)        -        (2)       (2)
    Voluntary pension contributions         -         -         6         1
                                          ---       ---       ---       ---
    Free Cash Flow                       $367      $446      $606   $(2,697)

    NOTE: Free cash flow is a non-GAAP measure.  See description of non-GAAP
          measures contained in this release.



                              TYCO INTERNATIONAL LTD.
                          ORGANIC REVENUE RECONCILIATION
                                   (in millions)
                                    (Unaudited)

                                Quarter Ended June 26, 2009
                                ---------------------------
                                                        Acquisition /
                       Net Revenue    Foreign Currency   Divestiture
                       -----------    ----------------   -----------
    ADT Worldwide    $1,730   -10.2%   $(149)   -7.7%    $48   2.5%
    Flow Control        954   -15.7%    (132)  -11.7%     (3)  0.0%
    Fire Protection
     Services           856   -13.7%     (80)   -8.1%      -   0.0%
    Electrical and
     Metal Products     320   -50.9%     (13)   -2.0%    (11) -1.7%
    Safety Products     380   -25.6%     (33)   -6.5%     (2) -0.3%
    Corporate and
     Other                -  -100.0%       -     0.0%      -   0.0%
                        ---              ---             ---
       Total Net
        Revenue      $4,240   -18.7%   $(407)   -7.8%    $32   0.6%
                     ======            =====             ===

                                                        Net Revenue for the
                                                           Quarter Ended
                           Other       Organic Revenue     June 27, 2008
                           -----       ---------------  --------------------
    ADT Worldwide        $-     0.0%    $(96)   -5.0%          $1,927
    Flow Control          9     0.8%     (52)   -4.6%           1,132
    Fire Protection
     Services            (6)   -0.6%     (50)   -5.0%             992
    Electrical and
     Metal Products      (3)   -0.5%    (305)  -46.8%             652
    Safety Products       3     0.6%     (99)  -19.4%             511
    Corporate and Other   -     0.0%      (1) -100.0%               1
                        ---              ---                      ---
       Total Net
        Revenue          $3     0.1%   $(603)  -11.6%          $5,215
                        ===            =====                   ======


                                 Nine Months Ended June 26, 2009
                                 -------------------------------
                                                          Acquisition /
                       Net Revenue    Foreign Currency     Divestiture
                       -----------    ----------------     ------------
    ADT Worldwide    $5,216    -9.3%   $(510)   -8.9%      $155    2.7%
    Flow Control      2,840   -12.1%    (406)  -12.6%        (1)   0.0%
    Fire Protection
     Services         2,524   -10.6%    (257)   -9.1%         -    0.0%
    Electrical and
     Metal Products   1,066   -36.6%     (44)   -2.6%       (19)  -1.2%
    Safety Products   1,170   -18.0%    (107)   -7.5%        (7)  -0.5%
    Corporate and
     Other                -  -100.0%       -     0.0%         -    0.0%
                        ---              ---                ---
       Total Net
        Revenue     $12,816   -14.1% $(1,324)   -8.9%      $128    0.9%
                    =======          =======               ====

                                                        Net Revenue for the
                                                         Nine Months Ended
                           Other       Organic Revenue     June 27, 2008
                           -----       ----------------  -------------------
    ADT Worldwide        $-     0.0%   $(179)   -3.1%          $5,750
    Flow Control         21     0.7%      (4)   -0.1%           3,230
    Fire
     Protection
     Services           (13)   -0.5%     (30)   -1.1%           2,824
    Electrical and
     Metal Products      (9)   -0.5%    (543)  -32.3%           1,681
    Safety Products       9     0.6%    (152)  -10.7%           1,427
    Corporate and
     Other                -     0.0%      (3) -100.0%               3
                        ---              ---                      ---
       Total Net
        Revenue          $8     0.1%   $(911)   -6.1%         $14,915
                        ===            =====                  =======

    NOTE:  Organic revenue is a non-GAAP measure.  See description of non-GAAP
           measures contained in this release.



    Tyco International Ltd.
    -----------------------
    Earnings Per Share Summary
    (Unaudited)

                                      -------------         ------------
                                      Quarter Ended         Year to Date
                                      -------------         ------------

                               Dec. 26,  March 27,  June 26,     June 26,
                                  2008       2009      2009         2009
                               -------   --------   -------      -------

    ----------------
    Diluted EPS from
    Continuing
    Operations (GAAP)            $0.57     ($5.40)    $0.51       ($4.31)
    -----------------            -----     ------     -----       ------

    Restructuring and asset
     impairment charges, net         -       0.13      0.04         0.18

    Restructuring charges in
     cost of sales and SG&A       0.01       0.02      0.01         0.04

    Other additional charges
     resulting from
     restructuring
     actions                         -       0.01      0.01         0.02

    Losses on divestitures           -          -      0.01         0.01

    Intangible impairments           -       0.09         -         0.08

    Goodwill impairments             -       5.47         -         5.47

    Tax items                     0.01          -         -         0.02

    Class action settlement, net     -          -         -            -

    Legacy legal items            0.02       0.23         -         0.24

    Reserve adjustment               -          -         -            -

    Separation costs                 -          -         -            -

    --------------               -----      -----     -----        -----
    Total Before
     Special Items               $0.61      $0.55     $0.58        $1.75
    --------------               -----      -----     -----        -----


                                     -------------                 ----------
                                     Quarter Ended                 Year Ended
                                     -------------                 ----------

                        Dec. 28,   March 28,   June 27,  Sept. 26,   Sept. 26,
                           2007        2008       2008       2008        2008
                        -------    --------    -------   --------    --------

    ----------------
    Diluted EPS from
    Continuing
    Operations (GAAP)     $0.72       $0.56      $0.41      $0.55       $2.25
    -----------------     -----       -----      -----      -----       -----

    Restructuring and
     asset impairment
     charges, net          0.02        0.06       0.06       0.19        0.33

    Restructuring charges
     in cost of sales and
     SG&A                  0.01        0.01       0.01       0.02        0.04

    Other additional
     charges resulting
     from restructuring
     actions                  -           -          -          -           -

    Losses on divestitures    -           -          -          -           -

    Intangible impairments    -           -          -          -           -

    Goodwill impairments      -           -          -       0.02        0.02

    Tax items              0.04           -          -          -        0.04

    Class action
     settlement, net          -           -      (0.01)     (0.01)      (0.02)

    Legacy legal items        -        0.04       0.02          -        0.06

    Reserve adjustment        -       (0.01)         -          -       (0.02)

    Separation costs      (0.08)       0.01       0.39       0.04        0.36

    --------------        -----       -----      -----      -----       -----
    Total Before
     Special Items        $0.71       $0.67      $0.88      $0.81       $3.06
    --------------        -----       -----      -----      -----       -----



    Tyco International Ltd.
    For the Quarter Ended June 26, 2009
    (in millions, except per share data)
    (Unaudited)

               ADT             Fire    Electrical
              World  Flow   Protection  & Metal    Safety  Corporate
              -wide Control  Services   Products  Products and Other Revenue
              ----- ------- ---------- ---------- -------- --------- -------
    Revenue
    (GAAP)   $1,730   $954     $856       $320      $380         -   $4,240
    --------------------------------------------------------------------------

                                  Operating Income
              --------------------------------------------------------------
               ADT             Fire    Electrical
              World  Flow   Protection  & Metal    Safety  Corporate Operating
              -wide Control  Services   Products  Products and Other  Income
              ----- ------- ---------- ---------- -------- --------- ---------
    As
     Reported
     (GAAP)    $233   $122      $67       ($17)      $34     ($100)    $339
    --------------------------------------------------------------------------

    Restructuring
     and asset
     impairment
     charges,
     net         11      5        3          4         4         2       29

    Restructuring
     charges
     in cost
     of sales
     and SG&A     1                          2         2                  5

    Other
     additional
     charges
     resulting
     from
     restructuring
     actions             4                   1         5                 10

    Losses on
     divestitures                            3                            3

    Intangible
     impairments

    Goodwill
     impairments

    Tax items

    Class action
     settlement,
     net

    Legacy legal
     items

    Reserve
     Adjustment

    Separation
     costs

    --------------------------------------------------------------------------
    Total
     Before
     Special
     Items     $245   $131      $70        ($7)      $45      ($98)    $386
    --------------------------------------------------------------------------


                                                         Income    Diluted EPS
                     Interest   Other                     from        from
                      Income,  Expense, Income Minority Continuing  Continuing
                       net       net    Taxes  Interest Operations  Operations
    --------------------------------------------------------------------------
    As Reported
     (GAAP)            ($65)      $1     ($31)    ($1)      $243       $0.51
    --------------------------------------------------------------------------

    Restructuring
     and asset
     impairment
     charges, net                          (8)                21        0.04

    Restructuring
     charges in
     cost of sales
     and SG&A                              (2)                 3        0.01

    Other
     additional
     charges
     resulting
     from
     restructuring
     actions                               (3)                 7        0.01

    Losses on
     divestitures                           1                  4        0.01

    Intangible
     impairments

    Goodwill
     impairments

    Tax items

    Class action
     settlement,
     net

    Legacy legal
     items

    Reserve
     Adjustment

    Separation
     costs
    --------------------------------------------------------------------------
    Total Before
     Special
     Items             ($65)      $1     ($43)    ($1)      $278       $0.58
    --------------------------------------------------------------------------

    Diluted
     Shares
     Outstanding                                                         473
    --------------------------------------------------------------------------
    Diluted
     Shares
     Outstanding
     - Before
     Special
     Items                                                               475
    --------------------------------------------------------------------------

    Tyco International Ltd.
    For the Quarter Ended June 27, 2008
    (in millions, except per share data)
    (Unaudited)


                 ADT             Fire    Electrical
                World  Flow   Protection  & Metal   Safety   Corporate
                -wide Control  Services   Products Products  and Other Revenue
    --------------------------------------------------------------------------
    Previously
     Reported
     Revenue
     (GAAP)    $2,000  $1,132     $919      $652      $511       $1    $5,215
    --------------------------------------------------------------------------
    Segment
     Realignment  (73)              73
    --------------------------------------------------------------------------
    Recasted
     Revenue
     (GAAP)    $1,927  $1,132     $992      $652      $511       $1    $5,215
    --------------------------------------------------------------------------

                                  Operating Income
              ----------------------------------------------------------------
               ADT             Fire    Electrical                      Total
              World  Flow   Protection  & Metal    Safety  Corporate Operating
              -wide Control  Services   Products  Products and Other  Income
              ----- ------- ---------- ---------- -------- --------- ---------

    --------------------------------------------------------------------------
    As
     Previously
     Reported
     (GAAP)    $239   $152      $97        $141      $79     ($131)     $577
    --------------------------------------------------------------------------

    Segment
     Realignment (2)              2

    --------------------------------------------------------------------------
    As Reported
     (GAAP)    $237   $152      $99        $141      $79     ($131)     $577
    --------------------------------------------------------------------------

    Restructuring
     and asset
     impairment
     charges,
     net         30      1        2           3        9         1        46

    Restructuring
     charges
     in cost
     of sales
     and SG&A            2       (1)          2        3                   6

    Other
     additional
     charges
     resulting
     from
     restructuring
     actions

    Losses on
     divestitures                                                1         1

    Intangible
     impairments

    Goodwill
     impairment

    Tax items

    Class action
     settlement,
     net                                                        (7)       (7)

    Legacy
     legal
     items                                                       9         9

    Reserve
     adjustment

    Separation
     costs

    --------------------------------------------------------------------------
    Total
     Before
     Special
     Items     $267   $155     $100        $146      $91     ($127)     $632
    --------------------------------------------------------------------------


                                                         Income    Diluted EPS
                     Interest   Other                     from        from
                     Expense,  Expense, Income Minority Continuing  Continuing
                       net       net    Taxes  Interest Operations  Operations
    --------------------------------------------------------------------------

    As Previously
     Reported (GAAP)  ($75)    ($257)    ($45)    ($1)     $199        $0.41
    --------------------------------------------------------------------------
    Segment Realignment
    --------------------------------------------------------------------------
    As Reported
     (GAAP)           ($75)    ($257)    ($45)    ($1)     $199        $0.41
    --------------------------------------------------------------------------

    Restructuring
     and asset
     impairment
     charges, net                         (16)               30         0.06

    Restructuring
     charges in
     cost of sales
     and SG&A                              (1)                5         0.01

    Other additional
     charges
     resulting from
     restructuring
     actions

    Losses on
     divestitures                                             1         0.00

    Intangible
     impairments

    Goodwill
     impairment

    Tax items

    Class action
     settlement, net                                         (7)       (0.01)

    Legacy legal
     items                                                    9         0.02

    Reserve
     adjustment

    Separation
     costs              17       258      (83)              192         0.39
    --------------------------------------------------------------------------
    Total Before
     Special Items    ($58)       $1    ($145)    ($1)     $429        $0.88
    --------------------------------------------------------------------------
    Diluted Shares
     Outstanding                                                         486
    --------------------------------------------------------------------------
    Diluted Shares
     Outstanding
     - Before
     Special Items                                                       486
    --------------------------------------------------------------------------




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SOURCE Tyco International Ltd.
Copyright©2009 PR Newswire.
All rights reserved


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