EX-99.1 2 a06-24040_1ex99d1.htm EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

 

News Media

 

Investor Relations

 

 

Sheri Woodruff

 

Ed Arditte

 

 

609-720-4399

 

609-720-4621

 

 

swoodruff@tyco.com

 

Karen Chin

 

 

 

 

609-720-4398

 

TYCO REPORTS FOURTH QUARTER EARNINGS
FROM CONTINUING OPERATIONS OF $0.63 PER SHARE

·                  Results Were Positively Impacted By Special Items of $0.12 Per Share

·                  Cash Flow From Operating Activities of $2.4 Billion; Free Cash Flow of $1.9 Billion

·                  Company Repurchased 24 Million Shares for $625 Million During the Quarter

·                  Company Initiates $600 Million Restructuring Program to Improve Operating Efficiency

PEMBROKE, Bermuda — Nov. 15, 2006 — Tyco International Ltd. (NYSE: TYC; BSX: TYC) today reported diluted GAAP earnings per share (EPS) from continuing operations of $0.63 for the fiscal fourth quarter of 2006.  Results include the positive impact of special items of $0.12 per share.  This compares to GAAP EPS from continuing operations of $0.41 in the fiscal fourth quarter of 2005.  Revenue in the quarter totaled $10.8 billion, with organic revenue growth of 7 percent.  The company generated cash flow from operating activities of $2.4 billion and free cash flow of $1.9 billion in the quarter, which included $65 million in cash payments for separation-related costs.

In the current quarter, EPS from continuing operations was positively impacted by $0.12 per share from special items:

* Benefit from certain tax items

 

$

0.14

 

* Income from an insurance-related settlement with a former executive

 

$

0.04

 

* Charge for write-off of in-process R&D from Healthcare acquisition

 

$

(0.03

)

* Charge for costs related to separation

 

$

(0.03

)

Total

 

$

0.12

 

 

Tyco Chairman and Chief Executive Officer Ed Breen said, “This was a quarter of continued progress for Tyco, with solid organic growth, increased operating income, and strong cash flow.

1




We are progressing steadily toward separation and are on schedule for a January filing of separation-related documents with the Securities and Exchange Commission.”

During the fourth quarter, Tyco used $625 million in cash to buy back 24 million shares.  For the full year, Tyco has used $2.5 billion to repurchase 95 million shares, representing 4.4 percent of diluted shares outstanding.

RESTRUCTURING PROGRAM

To further improve its operating efficiency beginning in the first fiscal quarter of 2007, Tyco is launching a restructuring program and expects to incur up to $600 million of charges — of which $450 million are expected to be cash.  This program includes projects in all four business segments, as well as corporate.  The $600 million Tyco-wide program includes projects costing about $270 million at Fire & Security; $150 million at Healthcare; $80 million at Engineered Products & Services; $60 million at Electronics; and $40 million at corporate.   The company anticipates incurring approximately $500 million of the total program charges in fiscal 2007, with the remaining $100 million in fiscal 2008.  Cash payments for the program are expected to be $250 million in fiscal 2007 and $200 million in fiscal 2008.  Cash savings from these activities are estimated at $50 million in 2007 and $200 million in 2008, resulting in the program becoming cash neutral in 2008.  The company expects to reach full-year run rate savings of approximately $300 million by 2009.

At the beginning of the fiscal year, Tyco adopted Statement of Financial Accounting Standards (SFAS) No. 123R, which requires the expensing of stock options; prior year results were not restated.  Organic revenue growth, free cash flow, EPS from continuing operations excluding special items, income from continuing operations excluding special items, and operating income excluding stock option expense are non-GAAP financial measures and are described below.  For a reconciliation of these non-GAAP measures, see the attached tables.  To further assist in understanding the special items included in Tyco’s GAAP results for fiscal year 2006, the company has provided a summary schedule attached to this document.  A set of detailed 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 quarter ended Sept. 30, 2005 unless otherwise indicated.

2




Electronics

 

 

Sept. 29, 2006

 

Sept. 30, 2005

 

$ Change

 

% Change

 

Revenue

 

$

3,363

 

$

2,969

 

$

394

 

13

%

Operating Income Excluding Stock Option Expense

 

$

490

 

$

428

 

$

62

 

14

%

Stock Option Expense

 

$

(8

)

$

0

 

$

(8

)

 

 

Operating Income

 

$

482

 

$

428

 

$

54

 

13

%

Operating Margin

 

14.3

%

14.4

%

 

 

 

 

 

Organic revenue growth was 11 percent, with strong growth across most end markets, including double-digit growth in the communications, computer, appliance, industrial machinery, consumer electronics and mobile phone end markets.  Sales to the automotive market grew 4 percent with strength in Europe and Asia offsetting a revenue decline in North America.

Operating income excluding stock option expense increased by $62 million.  Income from higher revenue, cost improvements and pricing actions more than offset $104 million in higher materials cost, primarily copper.

Fire & Security

 

 

Sept. 29, 2006

 

Sept. 30, 2005

 

$ Change

 

% Change

 

Revenue

 

$

3,062

 

$

2,894

 

$

168

 

6

%

Operating Income Excluding Stock Option Expense

 

$

364

 

$

321

 

$

43

 

13

%

Stock Option Expense

 

$

(6

)

$

0

 

$

(6

)

 

 

Operating Income

 

$

358

 

$

321

 

$

37

 

12

%

Operating Margin

 

11.7

%

11.1

%

 

 

 

 

 

Organic revenue growth was 5 percent, with continuing improvement in both the Worldwide Fire and Worldwide Security businesses.  Organic growth in Worldwide Fire was 7 percent, and was 5 percent in Worldwide Security, partially offset by a slight decline in Safety Products.

3




Operating income excluding stock option expense increased by $43 million.  The increase was largely due to higher revenue, with improvement in the contracting, installation, alarm monitoring and service businesses.

Healthcare

 

 

Sept. 29, 2006

 

Sept. 30, 2005

 

$ Change

 

% Change

 

Revenue

 

$

2,481

 

$

2,415

 

$

66

 

3

%

Operating Income Excluding Stock Option Expense

 

$

511

 

$

338

 

$

173

 

51

%

Stock Option Expense

 

$

(5

)

$

0

 

$

(5

)

 

 

Operating Income

 

$

506

 

$

338

 

$

168

 

50

%

Operating Margin

 

20.4

%

14.0

%

 

 

 

 

 

Organic revenue growth in the quarter was 2 percent.  Growth across most businesses was partially offset by declines in Imaging and Respiratory.

Operating income excluding stock option expense increased by $173 million.  Operating income in the current quarter reflects a $60 million in-process R&D charge related to recent acquisitions.  The prior year’s fourth quarter included a $277 million charge for a legal matter.  The remaining decrease in operating income was primarily due to results in Respiratory and Imaging.

Engineered Products & Services

 

 

Sept. 29, 2006

 

Sept. 30, 2005

 

$ Change

 

% Change

 

Revenue

 

$

1,854

 

$

1,657

 

$

197

 

12

%

Operating Income Excluding Stock Option Expense

 

$

219

 

$

157

 

$

62

 

39

%

Stock Option Expense

 

$

(3

)

$

0

 

$

(3

)

 

 

Operating Income

 

$

216

 

$

157

 

$

59

 

38

%

Operating Margin

 

11.7

%

9.5

%

 

 

 

 

 

Organic revenue growth was 10 percent, with continued strength in Flow Control, Fire & Building Products and Electrical & Metal Products.  In the Flow Control business, backlog has grown 40 percent during the past year, and grew 6 percent on a quarter sequential basis.

4




Operating income excluding stock option expense increased by $62 million due to higher revenue, strong operating performance in Flow Control and Fire & Building Products and higher steel spreads in Electrical & Metal Products.

OTHER ITEMS

·                  The tax rate adjusted for special items was 26.7 percent for the quarter and 25.0 percent for the full year.

·                  The fourth quarter tax expense included the favorable impact of $300 million related to benefits the company will realize from the utilization of prior net operating losses and from a favorable tax ruling outside the U.S.

·                  During the quarter, Tyco entered into a settlement with a former senior executive that reduced the company’s obligation to pay certain employment-related insurance benefits in the future and resulted in $72 million of income which was included in corporate expense.

·                  In October 2006, the company completed the sale of the Tyco Printed Circuit Group for $226 million.  This business is classified as a discontinued operation and therefore, its results are not reflected in Tyco’s revenue and income from continuing operations.

·                  Today, the company separately reported the results of its internal review of historical stock option grant practices.  The results of this review had no impact on 2006 reported results and less than $0.01 per share impact on 2005 reported results.  For more information, please see the company’s report on Form 8-K filed with the Securities and Exchange Commission and which is also available at www.tyco.com.

OUTLOOK

For the first quarter of 2007, the company expects to achieve EPS from continuing operations, excluding special items and charges related to the announced restructuring, of $0.42 to $0.44 per share.  Please see the disclosures at the end of this press release for additional information.

ABOUT TYCO INTERNATIONAL

Tyco International Ltd. is a global, diversified company that provides vital products and services to customers in four business segments: Electronics, Fire & Security, Healthcare and Engineered Products & Services.  With 2006 revenue of $41 billion, Tyco employs approximately 250,000 people worldwide.  More information on Tyco can be found at www.tyco.com.

 

5




CONFERENCE CALL AND WEBCAST

The company will hold a conference call for investors today beginning at 8:30 a.m. ET.  The call can be accessed in three ways:

·                  Web — Go to Tyco’s website at http://investors.tyco.com.  A replay of the call will be available through Nov. 30, 2006 at the same website.

·                  Telephone — The telephone dial-in number in the United States is (800) 288-8960. The telephone dial-in number for participants outside the United States is (651) 224-7582.

·                  Audio replay — The conference call will be available for replay beginning at 12:00 p.m. on Nov. 15, 2006 and ending at 11:59 p.m. on Nov. 22, 2006. The dial-in number for participants in the United States is (800) 475-6701. For participants outside the United States, the replay dial-in number is (320) 365-3844. The replay access code for all callers is 843632.

NON-GAAP MEASURES

“EPS from continuing operations excluding special items,” “income from continuing operations excluding special items,”  “free cash flow” (FCF), “organic revenue growth,” and “operating income excluding stock option expense” are non-GAAP measures and should not be considered replacements for GAAP results.

The company has forecast its EPS from continuing operations excluding special items and income from continuing operations excluding special items related to divestitures, acquisitions, restructuring charges, early retirement of debt, transaction costs related to the separations, and other income or charges that may mask the underlying results and trends and make it difficult to give investors perspective on underlying business results.  Because the company cannot predict the amount and timing of such items and the associated charges or gains that will be taken, it is difficult to include the impact of those items in the forecast.  The company has forecast its cash flow results excluding any voluntary pension contributions because it has not yet made a determination about the amount and timing of any future such contributions.  In addition, the company’s forecast excludes the impact of special items because the company cannot predict the amount and timing of such items.

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 is also 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,

·                  acquisition of customer accounts (ADT dealer program),

·                  cash paid for purchase accounting and holdback liabilities, and

·                  voluntary pension contributions.

6




The impact from the sale of accounts receivable programs and voluntary pension contributions is 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 that 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.

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 is also 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.

Operating income excluding stock option expense is a financial measure used by the company to evaluate the underlying results and operating performance of the businesses.  The difference between operating income (the most comparable GAAP measure) and operating income excluding stock option expense (the non-GAAP measure) reflects the impact of SFAS 123R.  The limitation of this measure is that it excludes items that impact the company’s operating income.  This limitation is best addressed by using this measure in combination with operating income (the most comparable GAAP measure) because operating income excluding stock option expense does not reflect the impact of adopting SFAS 123R and may be lower than operating income (the most comparable GAAP measure).  Management believes operating income excluding stock option expense is a useful measure that excludes items which may mask underlying trends and make it difficult to give investors perspective on underlying business results.  See the tables contained in this press release for the reconciliation presenting the components of operating income excluding stock option expense.

7




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 following subjects: future financial condition and operating results. 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. 30, 2005 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006.

#  #  #

 

8




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

 

 

 

Quarter Ended

 

Twelve Months Ended

 

 

 

September 29,
2006

 

September 30,
2005

 

September 29,
2006

 

September 30,
2005

 

Net revenue

 

$

10,760

 

$

9,935

 

$

40,960

 

$

39,305

 

Cost of sales

 

7,168

 

6,555

 

27,283

 

25,571

 

Selling, general and administrative expenses

 

1,948

 

2,327

 

7,988

 

8,205

 

Separation costs

 

80

 

 

169

 

 

(Gains) losses on divestitures

 

(5

)

10

 

(44

)

(274

)

Restructuring and asset impairment charges, net

 

2

 

1

 

27

 

11

 

In-process research and development

 

60

 

 

63

 

 

Operating income

 

1,507

 

1,042

 

5,474

 

5,792

 

Interest income

 

39

 

31

 

134

 

123

 

Interest expense

 

(168

)

(193

)

(713

)

(815

)

Other (expense) income, net

 

(8

)

4

 

(11

)

(911

)

Income from continuing operations before income taxes and minority interest

 

1,370

 

884

 

4,884

 

4,189

 

Income taxes

 

(80

)

(14

)

(799

)

(1,123

)

Minority interest

 

(3

)

(3

)

(10

)

(9

)

Income from continuing operations

 

1,287

 

867

 

4,075

 

3,057

 

(Loss) income from discontinued operations, net of income taxes

 

(20

)

50

 

(348

)

(46

)

Income before cumulative effect of accounting change

 

1,267

 

917

 

3,727

 

3,011

 

Cumulative effect of accounting change, net of income taxes

 

 

 

(14

)

21

 

Net income

 

$

1,267

 

$

917

 

$

3,713

 

$

3,032

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.64

 

$

0.43

 

$

2.03

 

$

1.52

 

(Loss) income from discontinued operations

 

(0.01

)

0.02

 

(0.17

)

(0.02

)

Cumulative effect of accounting change

 

 

 

(0.01

)

0.01

 

Net income

 

$

0.63

 

$

0.45

 

$

1.85

 

$

1.51

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

0.63

 

$

0.41

 

$

1.97

 

$

1.45

 

(Loss) income from discontinued operations

 

(0.01

)

0.03

 

(0.17

)

(0.03

)

Cumulative effect of accounting change

 

 

 

 

0.01

 

Net income

 

$

0.62

 

$

0.44

 

$

1.80

 

$

1.43

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

1,996

 

2,017

 

2,010

 

2,012

 

Diluted

 

2,043

 

2,127

 

2,084

 

2,167

 

 

 

 

 

 

 

 

 

 

 

Income Reconciliation for Diluted EPS:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1,287

 

$

867

 

$

4,075

 

$

3,057

 

Add back of interest expense for convertible debt

 

5

 

13

 

31

 

74

 

Income from continuing operations, giving effect to dilutive adjustments

 

1,292

 

880

 

4,106

 

3,131

 

(Loss) income from discontinued operations

 

(20

)

50

 

(348

)

(46

)

Cumulative effect of accounting change

 

 

 

(14

)

21

 

Net income, giving effect to dilutive adjustments

 

$

1,272

 

$

930

 

$

3,744

 

$

3,106

 

 

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 30, 2005 and Quarterly Reports on Form 10-Q’s for the quarterly periods ended December 30, 2005, March 31, 2006 and June 30, 2006.

 

 

 

NOTE:

 

The 2005 financial statements do not reflect the results of the internal review of historical stock option grant practices. The impact on reported results was less than $0.01 per share. For more information, please see Tyco’s report on Form 8-K filed on November 15, 2006.

9

 




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

 

 

 

Quarter Ended

 

 

 

Twelve Months Ended

 

 

 

 

 

September 29,
2006

 

 

 

September 30,
2005

 

 

 

September 29,
2006

 

 

 

September 30,
2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electronics

 

$

3,363

 

 

 

$

2,969

 

 

 

$

12,724

 

 

 

$

11,774

 

 

 

Fire and Security

 

3,062

 

 

 

2,894

 

 

 

11,653

 

 

 

11,503

 

 

 

Healthcare

 

2,481

 

 

 

2,415

 

 

 

9,641

 

 

 

9,543

 

 

 

Engineered Products and Services

 

1,854

 

 

 

1,657

 

 

 

6,942

 

 

 

6,456

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

29

 

 

 

Total Net Revenue

 

$

10,760

 

 

 

$

9,935

 

 

 

$

40,960

 

 

 

$

39,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME AND MARGIN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electronics

 

$

482

 

14.3%

 

$

428

 

14.4%

 

$

1,808

 

14.2%

 

$

1,849

 

15.7%

 

Fire and Security

 

358

 

11.7%

 

321

 

11.1%

 

1,190

 

10.2%

 

1,216

 

10.6%

 

Healthcare

 

506

 

20.4%

 

338

 

14.0%

 

2,200

 

22.8%

 

2,286

 

24.0%

 

Engineered Products and Services

 

216

 

11.7%

 

157

 

9.5%

 

676

 

9.7%

 

672

 

10.4%

 

Corporate

 

(55

)

 

 

(202

)

 

 

(400

)

 

 

(231

)

 

 

Operating Income and Margin

 

$

1,507

 

14.0%

 

$

1,042

 

10.5%

 

$

5,474

 

13.4%

 

$

5,792

 

14.7%

 

 

NOTE:

 

The 2005 operating income does not reflect the results of the internal review of historical stock option grant practices. For more information, please see Tyco’s report on Form 8-K filed on November 15, 2006.

 

10

 




 

TYCO INTERNATIONAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

(Unaudited)

 

 

 

September 29,

 

June 30,

 

September 30,

 

 

 

2006

 

2006

 

2005

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,926

 

$

2,120

 

$

3,212

 

Accounts receivable, net

 

7,064

 

7,043

 

6,657

 

Inventories

 

4,794

 

4,825

 

4,144

 

Other current assets

 

3,756

 

3,371

 

3,081

 

Assets held for sale

 

245

 

257

 

1,568

 

Total current assets

 

18,785

 

17,616

 

18,662

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

9,309

 

9,183

 

9,092

 

Goodwill

 

24,858

 

24,705

 

24,557

 

Intangible assets, net

 

5,128

 

4,979

 

5,085

 

Other assets

 

5,589

 

5,209

 

5,225

 

Total Assets

 

$

63,669

 

$

61,692

 

$

62,621

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

808

 

$

1,491

 

$

1,930

 

Accounts payable

 

3,527

 

3,284

 

3,019

 

Accrued and other current liabilities

 

6,675

 

6,013

 

6,540

 

Liabilities held for sale

 

56

 

54

 

320

 

Total current liabilities

 

11,066

 

10,842

 

11,809

 

 

 

 

 

 

 

 

 

Long-term debt

 

9,365

 

8,554

 

10,599

 

Other liabilities

 

7,818

 

7,861

 

7,702

 

Total Liabilities

 

28,249

 

27,257

 

30,110

 

 

 

 

 

 

 

 

 

Minority interest

 

54

 

49

 

61

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

35,366

 

34,386

 

32,450

 

Total Liabilities and Shareholders’ Equity

 

$

63,669

 

$

61,692

 

$

62,621

 

 

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 30, 2005 and Quarterly Reports on Form 10-Q’s for the quarterly periods ended December 30, 2005, March 31, 2006 and June 30, 2006.

NOTE:               The 2005 financial statements do not reflect the results of the internal review of historical stock option grant practices.  For more information, please see Tyco’s report on Form 8-K filed on November 15, 2006.

11




 

TYCO INTERNATIONAL LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

 

 

 

Quarter Ended

 

Twelve Months Ended

 

 

 

September 29,

 

September 30,

 

September 29,

 

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

1,267

 

$

917

 

$

3,713

 

$

3,032

 

Loss (gain) from discontinued operations

 

20

 

(50

)

348

 

46

 

Cumulative effect of accounting change

 

 

 

14

 

(21

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

1,287

 

867

 

4,075

 

3,057

 

Adjustments to reconcile net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

(Gains) losses on divestitures

 

(5

)

10

 

(44

)

(271

)

In-process research and development

 

60

 

 

63

 

 

Depreciation and amortization

 

526

 

523

 

2,065

 

2,084

 

Non-cash compensation expense

 

64

 

20

 

275

 

75

 

Deferred income taxes

 

(7

)

(128

)

72

 

(26

)

Provision for losses on accounts receivable and inventory

 

47

 

45

 

174

 

232

 

Loss on the retirement of debt

 

 

105

 

2

 

1,013

 

Other non-cash items

 

(52

)

31

 

(19

)

51

 

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

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

39

 

42

 

(215

)

(719

)

Inventories

 

41

 

177

 

(680

)

(125

)

Accounts payable

 

207

 

211

 

435

 

422

 

Accrued and other liabilities

 

186

 

418

 

(332

)

144

 

Income taxes, net

 

1

 

(81

)

(140

)

328

 

Other

 

8

 

(130

)

(137

)

(111

)

Net cash provided by operating activities

 

2,402

 

2,110

 

5,594

 

6,154

 

Net cash provided by (used in) discontinued operating activities

 

3

 

60

 

(28

)

64

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(451

)

(380

)

(1,569

)

(1,354

)

Proceeds from disposal of assets

 

27

 

24

 

55

 

91

 

Acquisition of businesses, net of cash acquired

 

(258

)

(67

)

(413

)

(82

)

Acquisition of customer accounts (ADT dealer program)

 

(107

)

(101

)

(373

)

(328

)

Purchase accounting and holdback liabilities

 

(4

)

(18

)

(19

)

(47

)

Divestiture of businesses, net of cash retained

 

1

 

(8

)

934

 

295

 

Decrease (increase) in investments

 

13

 

(119

)

58

 

(272

)

(Increase) decrease in restricted cash

 

(35

)

(7

)

12

 

(2

)

Other

 

(11

)

11

 

(11

)

(16

)

Net cash used in investing activities

 

(825

)

(665

)

(1,326

)

(1,715

)

Net cash used in discontinued investing activities

 

(3

)

(9

)

(100

)

(39

)

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

Net repayments of debt

 

(15

)

(547

)

(1,233

)

(4,979

)

Proceeds from exercise of share options

 

46

 

55

 

250

 

226

 

Dividends paid

 

(201

)

(201

)

(806

)

(628

)

Repurchase of common shares by subsidiary

 

(626

)

(299

)

(2,544

)

(300

)

Transfers from (to) discontinued operations

 

2

 

58

 

(241

)

(78

)

Other

 

(2

)

(4

)

(22

)

(23

)

Net cash used in financing activities

 

(796

)

(938

)

(4,596

)

(5,782

)

Net cash (used in) provided by discontinued financing activities

 

(3

)

(59

)

137

 

(16

)

 

 

 

 

 

 

 

 

 

 

Effect of currency translation on cash

 

25

 

32

 

42

 

65

 

Net increase (decrease) in cash and cash equivalents

 

803

 

531

 

(277

)

(1,269

)

Less: net decrease (increase) in cash related to discontinued operations

 

3

 

8

 

(9

)

(9

)

Cash and cash equivalents at beginning of period

 

2,120

 

2,673

 

3,212

 

4,490

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

2,926

 

$

3,212

 

$

2,926

 

$

3,212

 

 

 

 

 

 

 

 

 

 

 

Reconciliation to “Free Cash Flow”:

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

2,402

 

$

2,110

 

$

5,594

 

$

6,154

 

Decrease in sale of accounts receivable

 

1

 

3

 

9

 

18

 

Capital expenditures, net

 

(424

)

(356

)

(1,514

)

(1,263

)

Acquisition of customer accounts (ADT dealer program)

 

(107

)

(101

)

(373

)

(328

)

Purchase accounting and holdback liabilities

 

(4

)

(18

)

(19

)

(47

)

Voluntary pension contributions

 

2

 

33

 

2

 

115

 

Free Cash Flow

 

$

1,870

 

$

1,671

 

$

3,699

 

$

4,649

 

 

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

NOTE:                 The 2005 financial statements do not reflect the results of the internal review of historical stock option grant practices.  For more information, please see Tyco’s report on Form 8-K filed on November 15, 2006.

12




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

 

 

Quarter Ended September 29, 2006

 

Net
Revenue
for the
Quarter
Ended

 

 

 

Net Revenue

 

Foreign Currency

 

Acquisition /
(Divestiture)

 

Organic Revenue
Growth

 

September 30,
2005

 

Electronics

 

$

3,363

 

13.3

%

$

52

 

1.8

%

$

7

 

0.2

%

$

335

 

11.3

%

$

2,969

 

Fire and Security

 

3,062

 

5.8

%

46

 

1.6

%

(17

)

-0.7

%

139

 

4.9

%

2,894

 

Healthcare

 

2,481

 

2.7

%

20

 

0.8

%

(3

)

-0.1

%

49

 

2.0

%

2,415

 

Engineered Products and Services

 

1,854

 

11.9

%

29

 

1.8

%

 

-0.1

%

168

 

10.2

%

1,657

 

Corporate

 

 

NM

 

 

NM

 

 

NM

 

 

NM

 

 

Total Net Revenue

 

$

10,760

 

8.3

%

$

147

 

1.5

%

$

(13

)

-0.2

%

$

691

 

7.0

%

$

9,935

 

 

 

 

Twelve Months Ended September 29, 2006

 

Net
Revenue
for the
Twelve
Months
Ended

 

 

 

Net Revenue

 

Foreign Currency

 

Acquisition /
(Divestiture)

 

Organic Revenue
Growth

 

September 30,
2005

 

Electronics

 

$

12,724

 

8.1

%

$

(148

)

-1.3

%

$

8

 

0.1

%

$

1,090

 

9.3

%

$

11,774

 

Fire and Security

 

11,653

 

1.3

%

(60

)

-0.5

%

(117

)

-1.1

%

327

 

2.9

%

11,503

 

Healthcare

 

9,641

 

1.0

%

(93

)

-1.0

%

14

 

0.1

%

177

 

1.9

%

9,543

 

Engineered Products and Services

 

6,942

 

7.5

%

(25

)

-0.4

%

(1

)

0.0

%

512

 

7.9

%

6,456

 

Corporate

 

 

NM

 

 

NM

 

(29

)

NM

 

 

NM

 

29

 

Total Net Revenue

 

$

40,960

 

4.2

%

$

(326

)

-0.8

%

$

(125

)

-0.4

%

$

2,106

 

5.4

%

$

39,305

 

 

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

13




TYCO INTERNATIONAL LTD.
DEBT RECONCILIATION
(in millions)
(Unaudited)

 

 

Quarter Ended
September 29, 2006

 

Twelve Months Ended
September 29, 2006

 

Total debt at beginning of period

 

$

10,045

 

$

12,529

 

Debt repayments

 

(12

)

(1,229

)

Debt conversions

 

 

(1,240

)

Currency translation

 

40

 

121

 

Other

 

100

 

(8

)

Total debt at end of period

 

$

10,173

 

$

10,173

 

 

14




Tyco International Ltd.
Earnings Per Share Summary

 

 

Quarter Ended

 

Year
Ended

 

 

 

Dec. 30,
2005

 

March 31,
2006

 

June 30,
2006

 

Sept. 29,
2006

 

Sept. 29,
2006

 

Diluted EPS from Continuing Operations as previously reported (GAAP)

 

$

0.39

 

$

0.52

 

$

0.43

 

$

0.63

 

$

1.97

 

 

 

 

 

 

 

 

 

 

 

 

 

Income / (Loss) from (PCG) Discontinued Operations

 

(0.00

)

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted EPS from Continuing Operations (GAAP)

 

$

0.39

 

$

0.52

 

$

0.43

 

$

0.63

 

$

1.97

 

 

 

 

 

 

 

 

 

 

 

 

 

Divestiture Losses / (Gains)

 

0.00

 

(0.02

)

0.00

 

0.01

 

(0.02

)

 

 

 

 

 

 

 

 

 

 

 

 

Separation Costs

 

0.00

 

0.01

 

0.03

 

0.03

 

0.07

 

 

 

 

 

 

 

 

 

 

 

 

 

Healthcare Legal Matter

 

(0.00

)

 

 

 

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

Tax Matters

 

 

(0.06

)

 

(0.15

)

(0.21

)

 

 

 

 

 

 

 

 

 

 

 

 

Product Replacement Program

 

 

 

0.03

 

 

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

In-Process Research and Development

 

 

 

 

0.03

 

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

Former Management Settlement

 

 

 

 

(0.04

)

(0.03

)

 

15