Tyco International Reports Third Quarter Earnings From Continuing Operations of $0.88...

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Thu Jul 31, 2008 6:00am EDT

Tyco International Reports Third Quarter Earnings From Continuing Operations
of $0.88 Per Share Before Special Items and GAAP Earnings of $0.41 Per Share
    PEMBROKE, Bermuda, July 31 /PRNewswire-FirstCall/ --

    ($ millions, except per-share amounts)
                                                 Q3 2008    Q3 2007  % Change
    Revenue                                       $5,215     $4,702       11%
    Income from Continuing Operations               $199    ($3,054)
    Diluted EPS from Continuing Operations         $0.41     ($6.17)
    Special Items Per Share After Tax              $0.47      $6.68       --
    Income from Continuing Operations Before
     Special Items                                  $429       $254       69%
    Diluted EPS from Continuing Operations Before
     Special Items                                 $0.88      $0.51       73%


    -- Revenue increased 11% with organic revenue growth of 6.2%
    -- Company achieved operating margin of 11.1% and operating margin before
       special items of 12.1%
    -- Company raises guidance for full year 2008 to a range of $2.97 to $2.99
       for diluted EPS from continuing operations before special items
    -- Company continues to make progress in refining its portfolio
    -- Company completed $1 billion share repurchase program; new $1 billion
       program recently announced


    Tyco International Ltd. (NYSE: TYC; BSX: TYC) today reported $0.41 in
diluted earnings per share (EPS) from continuing operations for the fiscal
third quarter of 2008 and diluted EPS from continuing operations before
special items of $0.88.  Diluted EPS from continuing operations was negatively
impacted by special items of $0.47 per share primarily for separation-related
items and restructuring activities.  Diluted EPS from continuing operations
before special items increased 73%.  Revenue increased 11% versus the prior
year to $5.2 billion, with organic revenue growth of 6.2%.  The company's
operating margin was 11.1% and the operating margin before special items was
12.1%.
    Tyco Chairman and Chief Executive Officer Ed Breen said, "This was a solid
quarter with improved revenue growth and strong operating margin performance
across Tyco. Based on the strength of these results and our outlook for the
fourth quarter, we are raising our full year earnings guidance.  We continued
to make progress in refining our portfolio, including acquisitions that will
strengthen our product and service offerings. We also announced a new $1
billion share repurchase program as part of our strategy to return a portion
of our excess cash to shareholders.  These actions, combined with the progress
we are making on a number of our strategic objectives, position Tyco for a
strong finish to the year."
    The company now expects full-year fiscal 2008 diluted earnings per share
from continuing operations before special items to be in the range of $2.97 to
$2.99 per share from the previous range of $2.65 to $2.75.
    As part of its portfolio refinement activities, Tyco completed the
acquisition of FirstService Security to strengthen ADT's systems integration
capabilities in North America.  The company also announced the acquisition of
two Sensormatic franchises and agreed to purchase IntelliVid, a leading
developer of advanced video analytics.  Tyco also is making progress in
divesting certain non-core businesses and to date in fiscal 2008 has received
$1 billion in proceeds from divestitures including the majority of its
Infrastructure Services Business, Ancon Building Products and Nippon Dry
Chemical.
    Organic revenue growth, free cash flow, operating income before special
items, operating margin before special items, income from continuing
operations before special items and diluted EPS from continuing operations
before special items are all non-GAAP financial measures and are described
below.  For a reconciliation of these non-GAAP measures, see the attached
tables.  Additional schedules 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.  All dollar amounts are pre-tax and stated in
millions.  All comparisons are to the fiscal third quarter of 2007 unless
otherwise indicated.


    ADT Worldwide
                                                 Q3 2008    Q3 2007  % Change
    Revenue                                       $2,000     $1,909        5%
    Operating Income                                $239       $205       17%
    Operating Margin                                12.0%      10.7%
    Special Items                                    $31        $57
    Operating Income Before Special Items           $270       $262        3%
    Operating Margin Before Special Items           13.5%      13.7%


    Revenue increased 5% with organic revenue growth of 2%. Recurring revenue
grew 5% organically and improved across all regions. Systems installation and
service revenue declined 1% organically mostly due to weakness in the retailer
end market. This was partially offset by strong double-digit organic growth in
other international markets.
    Operating income was $239 million and the operating margin was 12.0%.
Special items consisted of $31 million of restructuring charges.  Operating
income before special items was $270 million and the operating margin before
special items was 13.5%.


    Flow Control
                                                 Q3 2008    Q3 2007  % Change
    Revenue                                       $1,132       $982       15%
    Operating Income                                $152       $124       23%
    Operating Margin                                13.4%      12.6%
    Special Items                                     $3         $2
    Operating Income Before Special Items           $155       $126       23%
    Operating Margin Before Special Items           13.7%      12.8%


    Revenue increased 15% with organic revenue growth of 5.3% driven by
continued strong growth in the Valves business which grew 10% organically and
the Thermal Controls business which grew 15% organically.  In the Water
business, organic revenue declined 7%, primarily due to reduced water pipeline
project activity in Australia compared to the year ago quarter.
    Operating income was $152 million and the operating margin was 13.4%.
Operating income before special items increased 23% to $155 million and the
operating margin before special items was 13.7%.  The increase in the
operating income and the operating margin before special items was due to
higher revenue and improved productivity.

    Fire Protection Services
                                                 Q3 2008    Q3 2007  % Change
    Revenue                                         $919       $848        8%
    Operating Income                                 $97        $58       67%
    Operating Margin                                10.6%       6.8%
    Special Items                                     --        $13
    Operating Income Before Special Items            $97        $71       37%
    Operating Margin Before Special Items           10.6%      8.4%


    Revenue increased 8% with organic revenue growth of 4%.  The North
American SimplexGrinnell business grew 8% organically while the international
fire businesses declined slightly due to the planned exit of certain non-core
activities in Latin America and Asia.
    Operating income was $97 million and the operating margin was 10.6%.  The
operating margin before special items increased 220 basis points mostly due to
solid margin improvement in SimplexGrinnell related to higher revenue and
better productivity.  The international fire businesses also contributed to
the operating margin improvement due to better productivity and increased
service mix.

    Electrical and Metal Products
                                                 Q3 2008    Q3 2007  % Change
    Revenue                                         $652       $519       26%
    Operating Income                                $141        $47      200%
    Operating Margin                                21.6%       9.1%
    Special Items                                     $5         --
    Operating Income Before Special Items           $146        $47      211%
    Operating Margin Before Special Items           22.4%       9.1%


    Revenue increased 26% with organic revenue growth of 23%.  The increase in
revenue was mostly driven by better pricing for steel tubular products.
Operating income was $141 million and the operating margin was 21.6%.
Operating income before special items of $146 million improved primarily due
to better metal spreads and continued improvement in manufacturing
efficiencies.


    Safety Products
                                                 Q3 2008    Q3 2007  % Change
    Revenue                                         $511       $442       16%
    Operating Income                                 $79        $72       10%
    Operating Margin                                15.5%      16.3%
    Special Items                                    $12         $8
    Operating Income Before Special Items            $91        $80       14%
    Operating Margin Before Special Items           17.8%      18.1%


    Revenue increased 16% with organic revenue growth of 11% driven primarily
by strength in the fire suppression and life safety businesses.
    Operating income was $79 million and the operating margin was 15.5%.
Operating income before special items increased 14% to $91 million and the
operating margin before special items was 17.8%. The improvement in operating
income before special items was primarily due to higher volume and improved
productivity offset by increased investment in R&D and sales and marketing.
    OTHER ITEMS
    -- Cash from operating activities was $712 million and free cash flow was
$446 million.  This included cash payments of $81 million primarily for
restructuring and legacy litigation payments.
    -- The $330 million of pre-tax charges for special items ($0.47 per share)
consisted primarily of $275 million for separation-related activities
including the early retirement of debt and $53 million for restructuring
activities.
    -- Corporate expense was $131 million in the quarter and included a net
charge of $4 million for special items.
    -- Net interest expense of $75 million included $17 million of separation-
related expenses.
    -- The GAAP tax rate for the quarter was 18.4% and was positively impacted
by 6.8 percentage points related to the tax treatment of special items.
    -- The company announced a new $1 billion share repurchase program on July
10, 2008.  A previous $1 billion program announced in September 2007 concluded
earlier this month.  The company repurchased 24.3 million shares under that
program, representing approximately 5% of total shares outstanding.
    -- Diluted EPS from discontinued operations of $0.57 per share in the
third quarter consisted primarily of gains from the sale of a Brazilian
subsidiary of the Infrastructure Services Business and Ancon Building
Products.
    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 2007 annual revenues of more than $18 billion and 118,000
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 and outlook
for the fiscal fourth quarter during a conference call and webcast for
investors today beginning at 8:30 a.m. ET.  Today's conference call 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 (888) 455-5685.
The telephone dial-in number for participants outside the United States is
(773) 799-3896.  The passcode for the call is TYCO.
    -- An audio replay of the conference call will be available beginning at
11:00 a.m. on July 31, 2008 and ending at 10:59 p.m. on August 7, 2008. The
dial-in number for participants in the United States is (800) 570-8795. For
participants outside the United States, the replay dial-in number is (402)
220-2264.
    NON-GAAP MEASURES
    "Organic revenue growth," "free cash flow" (FCF), "operating income before
special items", "earnings per share (EPS) from continuing operations before
special items" and "operating margin before special items" are non-GAAP
measures and should not be considered replacements for GAAP results.
    Organic revenue growth is a useful measure used by the company to measure
the underlying results and trends in the business. The difference between
reported net revenue growth (the most comparable GAAP measure) and organic
revenue growth (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 growth 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 growth of the company, such as
acquisition and divestiture activity. 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 growth in combination with the GAAP
numbers. See the accompanying tables to this press release for the
reconciliation presenting the components of organic revenue growth.
    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 significant component in the company's incentive
compensation plans. The difference reflects the impact from:
    -- the sale of accounts receivable programs,
    -- net capital expenditures,
    -- accounts purchased from ADT dealer network,
    -- cash paid for purchase accounting and holdback liabilities, and
    -- voluntary pension contributions.


    The impact from the sale of accounts receivable programs and voluntary
pension contributions are added or subtracted from the GAAP measure because
this activity is driven by economic financing decisions rather than operating
activity. 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.
    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 operating income from continuing operations,
operating income and operating margin before special items and EPS from
continuing operations before special items, and forecast its EPS from
continuing operations before special items. Special Items include charges and
gains related to divestitures, acquisitions, restructurings (including
transaction costs related to the separations of Tyco Electronics and Tyco
Healthcare into separate public companies), 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 from
continuing operations, EPS and operating income and margin, in each case
before special items to assess overall operating performance, segment level
core operating performance and 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, income from continuing
operations before special items and EPS 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.
EPS before special items does not reflect any additional adjustments that are
not reflected in income from continuing operations before special items. The
difference between income from continuing operations before special items and
operating income and margin before special items versus income from continuing
operations, operating income and operating margin (the most comparable GAAP
measures) consists of the impact of charges and gains related to divestitures,
acquisitions, restructurings (including transaction costs related to the
separations of Tyco Electronics and Tyco Healthcare into separate public
companies), and other income or charges that may mask the underlying operating
results and/or business trends. 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 from continuing operations, EPS and
operating income and margin. This limitation is best addressed by using
operating income and operating margin before special items 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.
    The company presents its EPS forecast before special items to give
investors a perspective on the underlying business results. Because the
company often cannot predict the amount and timing of unusual or special items
and associated charges or gains that may be recorded in the company's
financial statements, it does not present forecasts that include the impact of
those items. See the accompanying tables to this press release for the
reconciliation presenting the components of operating income before special
items.
    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 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 include statements addressing the
company'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. 28,
2007 and Quarterly Report on Form 10-Q for the quarterly period ended March
28, 2008.


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

                                      Quarter Ended      Nine Months Ended
                                   June 27,   June 29,  June 27,    June 29,
                                     2008       2007      2008        2007
    Net revenue                      $5,215     $4,702    $14,915     $13,525
    Cost of sales                     3,364      3,104      9,706       8,943
    Selling, general and
     administrative expenses          1,234      1,184      3,605       3,558
    Class action settlement, net         (7)     2,875         (7)      2,875
    Separation costs                     -          28          4          85
    Goodwill Impairment                  -          46         -           46
    Restructuring, asset impairment
     and divestiture charges, net        47         46         95         147
       Operating income (loss)          577     (2,581)     1,512      (2,129)
    Interest income                      16         29         99          54
    Interest expense                    (91)       (78)      (323)       (208)
    Other expense, net                 (257)      (259)      (205)       (257)
       Income (loss) from continuing
        operations before income
        taxes and minority interest     245     (2,889)     1,083      (2,540)
    Income taxes                        (45)      (163)      (249)       (190)
    Minority interest                    (1)        (2)        (3)         (3)
       Income (loss) from continuing
        operations                      199     (3,054)       831      (2,733)
    Income (loss) from discontinued
     operations, net of income taxes    277       (497)       288         810
       Net income (loss)               $476    $(3,551)    $1,119     $(1,923)

    Basic earnings per common share:
      Income (loss) from continuing
       operations                     $0.41     $(6.17)     $1.71      $(5.53)
      Income (loss) from discontinued
        operations                     0.58      (1.01)      0.59        1.64
      Net income (loss)               $0.99     $(7.18)     $2.30      $(3.89)

    Diluted earnings per common share:
      Income (loss) from continuing
       operations                     $0.41     $(6.17)     $1.70      $(5.53)
      Income (loss) from discontinued
       operations                      0.57      (1.01)      0.58        1.64
      Net income (loss)               $0.98     $(7.18)     $2.28      $(3.89)

    Weighted-average number of shares
     outstanding:
      Basic                             482        495        487         495
      Diluted                           486        495        491         495


    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 28, 2007 and Quarterly Report on Form 10-Q for the
           quarterly period ended March 28, 2008.



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

                                                     Quarter Ended
                                              June 27,          June 29,
                                                2008              2007
        NET REVENUE
        ADT Worldwide                         $2,000            $1,909
        Flow Control                           1,132               982
        Fire Protection Services                 919               848
        Electrical and Metal Products            652               519
        Safety Products                          511               442
        Corporate and Other                        1                 2
           Total Net Revenue                  $5,215            $4,702

        OPERATING INCOME AND MARGIN
        ADT Worldwide                           $239   12.0%      $205   10.7%
        Flow Control                             152   13.4%       124   12.6%
        Fire Protection Services                  97   10.6%        58    6.8%
        Electrical and Metal Products            141   21.6%        47    9.1%
        Safety Products                           79   15.5%        72   16.3%
        Corporate and Other                     (131)    N/M    (3,087)    N/M
           Operating Income (Loss) and Margin   $577   11.1%   $(2,581) -54.9%



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

                                                  Nine Months Ended
                                              June 27,          June 29,
                                                2008              2007
        NET REVENUE
        ADT Worldwide                         $5,965            $5,659
        Flow Control                           3,230             2,695
        Fire Protection Services               2,609             2,455
        Electrical and Metal Products          1,681             1,441
        Safety Products                        1,427             1,272
        Corporate and Other                        3                 3
           Total Net Revenue                 $14,915           $13,525

        OPERATING INCOME AND MARGIN
        ADT Worldwide                           $710   11.9%      $601   10.6%
        Flow Control                             466   14.4%       334   12.4%
        Fire Protection Services                 247    9.5%       178    7.3%
        Electrical and Metal Products            254   15.1%       114    7.9%
        Safety Products                          219   15.3%       209   16.4%
        Corporate and Other                     (384)    N/M    (3,565)    N/M
            Operating Income (Loss)
             and Margin                       $1,512   10.1%   $(2,129) -15.7%



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

                                        June 27,     March 28,  September 28,
                                          2008         2008         2007
    Current Assets:
    Cash and cash equivalents             $1,342      $1,074        $1,894
    Accounts receivable, net               3,207       3,092         2,900
    Inventories                            1,996       1,995         1,783
    Class action settlement escrow            -           -          2,992
    Other current assets                   1,692       1,744         1,615
    Assets held for sale                   1,112       1,268         1,370
      Total current assets                 9,349       9,173        12,554

    Property, plant and equipment, net     3,617       3,597         3,526
    Goodwill                              11,763      11,801        11,514
    Intangible assets, net                 2,611       2,596         2,653
    Other assets                           2,729       2,707         2,568
      Total Assets                       $30,069     $29,874       $32,815

    Current Liabilities:
    Short-term debt and current
     maturities of long-term debt           $539        $525          $380
    Accounts payable                       1,555       1,490         1,637
    Class action settlement liability         -           -          2,992
    Accrued and other current liabilities  3,256       3,299         3,452
    Liabilities held for sale                586         591           666
      Total current liabilities            5,936       5,905         9,127

    Long-term debt                         4,070       3,977         4,082
    Other liabilities                      3,948       3,963         3,915
      Total Liabilities                   13,954      13,845        17,124

    Minority interest                         58          55            67

    Shareholders' equity                  16,057      15,974        15,624

      Total Liabilities and Shareholders'
       Equity                            $30,069     $29,874       $32,815


    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
    28, 2007 and Quarterly Report on Form 10-Q for the quarterly period ended
    March 28, 2008.



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

                                          Quarter Ended     Nine Months Ended
                                      June 27,   June 29,  June 27,   June 29,
                                         2008      2007     2008       2007
    Cash Flows from Operating
     Activities:
    Net income                           $476     $(3,551)  $1,119    $(1,923)
      (Income) loss from discontinued
        operations                       (277)        497     (288)      (810)

    Income from continuing operations     199      (3,054)     831     (2,733)
    Adjustments to reconcile net cash
     provided by operating activities:
      Depreciation and amortization       288         275      854        867
      Non-cash compensation expense        21          40       78        121
      Deferred income taxes               (10)         19     (115)       (74)
      Provision for losses on accounts
       receivable and inventory            38          18       99         62
      Loss on the retirement of debt      258         259      258        259
      Goodwill impairment                   -          46        -         46
      Other non-cash items                 33          17       76         35
        Changes in assets and liabilities,
         net of the effects of
         acquisitions and divestitures:
           Accounts receivable, net      (135)       (141)    (243)      (208)
           Inventories                    (24)         14     (173)      (266)
           Other current assets            33         (62)       9        101
           Accounts payable                71         (32)    (135)       (83)
           Accrued and other liabilities  (33)       (145)    (357)      (195)
           Class action settlement
            liability                       -       2,972   (3,020)     2,972
           Income taxes, net              (32)       (198)      (8)      (230)
           Other                            5          72      (62)       137
    Net cash provided by (used in)
     operating activities                 712         100   (1,908)       811
    Net cash (used in) provided by
     discontinued operating activities    (29)        793      (25)     2,490

    Cash Flows from Investing
     Activities:
      Capital expenditures               (190)       (172)    (545)      (471)
      Proceeds from disposal of
       assets                               4           4       14         14
      Acquisition of businesses, net
       of cash acquired                   (65)        (10)     (92)       (26)
      Accounts purchased from ADT
       dealer network                     (82)        (97)    (269)      (273)
      Liquidation of rabbi trust
       investments                          -           -        -        271
      Class action settlement escrow        -      (2,960)   2,960     (2,960)
      Other                                25          (7)      15         37
    Net cash (used in) provided by
     investing activities                (308)     (3,242)   2,083     (3,408)
    Net cash provided by (used in)
     discontinued investing activities    466        (287)     479       (792)

    Cash Flows from Financing
     Activities:
      Net repayments of debt             (240)     (6,120)    (200)    (5,927)
      Proceeds from exercise of
       share options                       19         176       40        388
      Dividends paid                      (73)       (396)    (221)      (791)
      Repurchase of common shares by
       subsidiary                        (279)          -     (756)      (668)
      Transfers from discontinued
       operations                         439       7,569      458      8,652
      Other                                 2           8      (68)        21
    Net cash (used in) provided by
     financing activities                (132)      1,237     (747)     1,675
    Net cash (used in) provided by
     discontinued financing activities   (437)         62     (454)    (1,016)

    Effect of currency translation on
     cash                                  (4)         18       20         39
    Effect of currency translation on
     cash of discontinued operations        -          14        -         33
    Net increase (decrease) in cash and
     cash equivalents                     268      (1,305)    (552)      (168)
    Less:  net increase in cash related
     to discontinued operations             -        (582)       -       (715)
    Cash and cash equivalents at
     beginning of period                1,074       3,197    1,894      2,193

    Cash and cash equivalents at
     end of period                     $1,342      $1,310   $1,342     $1,310

    Reconciliation to "Free Cash Flow":
    Net cash provided by (used in)
     operating activities                $712        $100  $(1,908)      $811
    Decrease in sale of accounts
     receivable                             2           3       12          6
    Capital expenditures, net            (186)       (168)    (531)      (457)
    Accounts purchased from ADT dealer
     network                              (82)        (97)    (269)      (273)
    Purchase accounting and holdback
     liabilities                            -          (1)      (2)        (5)
    Voluntary pension contributions         -           5        1         23
    Free Cash Flow                       $446       $(158) $(2,697)      $105


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



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

                         Quarter Ended June 27, 2008
                                                        Foreign
                                        Net Revenue     Currency     Other
    ADT Worldwide                      $2,000    4.8%   $55  2.9%   $1   0.1%
    Flow Control                        1,132   15.3%    93  9.5%    5   0.5%
    Fire Protection Services              919    8.4%    35  4.2%    -   0.0%
    Electrical and Metal Products         652   25.6%    12  2.3%    -   0.0%
    Safety Products                       511   15.6%    22  5.0%   (1) -0.3%
    Corporate and Other                     1  -50.0%     -  0.0%    -   0.0%
       Total Net Revenue               $5,215   10.9%  $217  4.6%   $5   0.1%


                                                                  Net Revenue
                                                                    for the
                                                                 Quarter Ended
                                               Organic Revenue      June 29,
                                                     Growth            2007
    ADT Worldwide                               $35         1.8%      $1,909
    Flow Control                                 52         5.3%         982
    Fire Protection Services                     36         4.2%         848
    Electrical and Metal Products               121        23.3%         519
    Safety Products                              48        10.9%         442
    Corporate and Other                          (1)      -50.0%           2
       Total Net Revenue                       $291         6.2%      $4,702


                         Nine Months Ended June 27, 2008
                                                       Foreign
                                      Net Revenue     Currency       Other
    ADT Worldwide                     $5,965   5.4%  $209   3.7%  $(20) -0.4%
    Flow Control                       3,230  19.9%   270  10.0%     3   0.2%
    Fire Protection Services           2,609   6.3%   114   4.7%     -   0.0%
    Electrical and Metal Products      1,681  16.7%    34   2.4%     -   0.0%
    Safety Products                    1,427  12.2%    67   5.3%    (2) -0.2%
    Corporate and Other                    3   0.0%     -   0.0%     -   0.0%
       Total Net Revenue             $14,915  10.3%  $694   5.1%  $(19) -0.1%


                                                                 Net Revenue
                                                                 for the Nine
                                                                Months Ended
                                               Organic Revenue     June 29,
                                                   Growth             2007
    ADT Worldwide                              $117        2.1%      $5,659
    Flow Control                                262        9.7%       2,695
    Fire Protection Services                     40        1.6%       2,455
    Electrical and Metal Products               206       14.3%       1,441
    Safety Products                              90        7.1%       1,272
    Corporate and Other                           -        0.0%           3
       Total Net Revenue                       $715        5.3%     $13,525


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



                           TYCO INTERNATIONAL LTD.
                          EARNINGS PER SHARE SUMMARY
                                 (Unaudited)
                                                                       Year
                                     Quarter Ended                    Ended

                         Dec. 29,  March 30,  June 29,   Sept. 28,   Sept. 28,
                           2006     2007        2007       2007        2007


    Diluted EPS from
     Continuing Operations   $0.31    $0.33     ($6.17)     $0.42      ($5.10)

    Restructuring charges
     in cost of sales
     and SG&A                   -      0.00       0.00       0.01        0.01

    Class action
     settlement, net            -        -        5.83      (0.02)       5.81

    Separation costs         0.07     0.10        0.69       0.08        0.93

    Losses on divestitures      -     0.00        0.00          -       (0.00)

    Restructuring and asset
     impairment charges,
     net                     0.10     0.02        0.07       0.07        0.26

    Goodwill impairment         -        -        0.09          -        0.09

    Tax items                   -    (0.12)          -          -       (0.12)

    Voluntary Replacement
     Program                    -        -           -       0.01        0.01

    Reserve Adjustment          -        -           -          -           -

    Legacy Legal Settlement     -        -           -          -           -

    Diluted EPS from Continuing
     Operations Before
     Special Items          $0.48    $0.33       $0.51      $0.57       $1.89


                                                                       Year to
                                               Quarter Ended            Date

                                     Dec. 28,   March 28,  June 27,   June 27,
                                       2007       2008       2008       2008


    Diluted EPS from Continuing
     Operations                        $0.72      $0.56      $0.41      $1.70

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

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

    Separation costs                   (0.08)      0.01       0.39       0.32

    Losses on divestitures                 -          -       0.00          -

    Restructuring and asset impairment
     charges, net                       0.02       0.06       0.06       0.14

    Goodwill impairment                    -          -          -          -

    Tax items                           0.04       0.00          -       0.04

    Voluntary Replacement Program          -          -          -          -

    Reserve Adjustment                     -      (0.01)         -      (0.01)

    Legacy Legal Settlement                -       0.04       0.02       0.06

    Diluted EPS from Continuing
     Operations Before Special Items   $0.71      $0.67      $0.88      $2.26



                           TYCO INTERNATIONAL LTD.
                     FOR THE QUARTER ENDED JUNE 27, 2008
                     (in millions, except per share data)
                                 (Unaudited)

                              Fire      Electrical             Corp-
            ADT      Flow   Protection   & Metal    Safety     orate
         Worldwide  Control  Services    Products   Products  & Other  Revenue

    Revenue   $2,000   $1,132    $919       $652       $511      $1     $5,215



                                Fire      Electrical            Corp-    Oper-
              ADT      Flow   Protection   & Metal    Safety    orate    ating
           Worldwide  Control  Services    Products  Products  & Other  Income

    Operating
     Income     $239    $152      $97        $141        $79    ($131)   $577

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

    Class action
     settlement,
     net                                                           (7)     (7)

    Separation
     costs

    Losses on
     divestitures                                                   1       1

    Restructuring
     and asset
     impairment
     charges,
     net          31       1        1           3          9        1      46

    Goodwill
     impairment

    Tax items

    Voluntary
     Replacement
     Program

    Reserve
     Adjustment

    Legacy Legal
     Settlement                                                     9       9

    Operating
     Income
     Before
     Special
     Items      $270    $155      $97        $146       $91     ($127)   $632



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


    Operating
     Income       ($75)    ($257)    ($45)     ($1)         $199       $0.41

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

    Class action
     settlement,
     net                                                      (7)      (0.01)

    Separation
     costs          17       258      (83)                   192        0.39

    Losses on
     divestitures                                              1        0.00

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

    Goodwill
     impairment

    Tax items

    Voluntary
     Replacement
     Program

    Reserve
     Adjustment

    Legacy Legal
     Settlement                                                9        0.02

    Operating Income
     Before
     Special
     Items        ($58)       $1    ($145)     ($1)         $429       $0.88



                                          Diluted Shares Outstanding     486
                   Diluted Shares Outstanding - Before Special Items     486


SOURCE  Tyco International Ltd.

News Media, Paul Fitzhenry, +1-609-720-4261, or Investor Relations, Ed
Arditte, +1-609-720-4621, or Antonella Franzen, +1-609-720-4665, all of Tyco
International Ltd.
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