Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Contacts:		News Media		Investor Relations
		Paul Fitzhenry		Ed Arditte
		609-720-4261		609-720-4621
				Karen Chin
				609-720-4398

 

 

TYCO INTERNATIONAL REPORTS SECOND QUARTER EARNINGS
 FROM CONTINUING OPERATIONS OF $0.67 PER SHARE BEFORE SPECIAL ITEMS AND GAAP EARNINGS OF $0.56 PER SHARE

 

($ millions, except per-share amounts)

 

 

·                  Revenue increased 8.4% with organic revenue growth of 3.6%

·                  Company achieved operating margin of 9.1% and operating margin before special items of 10.1%

·                  Company raises guidance for diluted EPS from continuing operations before special items for full year 2008 to a range of $2.65 to $2.75

·                  Company announced several transactions marking continued progress in refining its portfolio

·                  Company has repurchased 16.4 million shares for $676 million to date under existing $1 billion share repurchase program

 

PEMBROKE, Bermuda — May 1, 2008 — Tyco International Ltd. (NYSE: TYC; BSX: TYC) today reported $0.56 in diluted earnings per share (EPS) from continuing operations for the fiscal second quarter of 2008 and diluted EPS from continuing operations before special items of $0.67.  In comparison to the fiscal second quarter of 2007, diluted EPS from continuing

 

 

 

 

operations increased 70% and diluted EPS from continuing operations before special items increased 103%.  Diluted EPS from continuing operations was negatively impacted by special items of $0.11 per share primarily for restructuring activities and a legacy legal settlement. Revenue increased 8.4% versus the prior year to $4.9 billion, with organic revenue growth of 3.6%.  The company’s operating margin was 9.1% and the operating margin before special items was 10.1%.  The GAAP tax rate for the quarter was 22.4% and was positively impacted by 70 basis points related to the tax impact of the special items.

 

The company now expects full year fiscal 2008 diluted earnings per share from continuing operations before special items to be in the range of $2.65 to $2.75 per share.

 

“Our second quarter operating performance was well ahead of last year with improved operating margins in each of our businesses.  Based on our first half performance and our outlook for the remainder of the year, we have increased our full year earnings guidance,” said Tyco Chairman and Chief Executive Officer Ed Breen. “We continue to make progress on our portfolio refinement efforts, announcing an acquisition in our security business and the divestiture of businesses that no longer meet our strategic direction.”

 

As part of its portfolio refinement efforts, the company has announced several transactions including an agreement to acquire FirstService Security for approximately $187 million to strengthen ADT’s systems integration capabilities.  The company also announced agreements to divest the following non-core businesses: its Infrastructure Services businesses for approximately $805 million; its Nippon Dry-Chemical unit for $56 million, a transaction that closed on February 29, 2008; and its Ancon Building Products business for approximately $174 million, a transaction that closed on April 30, 2008.

 

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 Web site.

 

 

 

 

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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 second quarter of 2007 unless otherwise indicated.

 

ADT Worldwide

 

 

Revenue increased 4% with organic revenue growth of 1%.  Recurring revenue grew 5% organically and improved across all regions.  Systems installation and service revenue declined 3% organically due to weakness in North America and Europe, mostly as a result of lower sales to the retailer end market. This was partially offset by strong double-digit organic growth in Asia and Latin America.

 

Operating income was $222 million.  Special items consisted of $11 million of restructuring charges, primarily in Europe.  Operating income before special items increased 6% to $233 million and included expenses of $27 million primarily associated with the analog-to-digital transition.

 

Flow Control

 

 

Revenue increased 17% with organic revenue growth of 7% driven by continued strong growth in the Valves business (+11% organically) and the Thermal Controls business (+18% organically).  This growth was partially offset by a 5% organic revenue decline in the Water

 

 

 

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business, primarily due to reduced water pipeline project activity in Australia compared to the year ago quarter.

 

Operating income before special items increased 28% to $143 million and the operating margin was 14%.  The increase in the operating income and the operating margin before special items was due to higher revenue and improved productivity.

 

Fire Protection Services

 

 

Revenue in Fire Protection Services increased 5% with organic revenue growth of 1%. The North American SimplexGrinnell business grew 4% organically while the international fire businesses declined 5%.  The decline was primarily due to the planned exit of certain non-core fire activities as well as a decision to reduce lower-margin project work.

 

Operating income was $77 million and the operating margin was 8.9%.  The operating income before special items increased 22% to $78 million and the operating margin before special items improved 130 basis points to 9.1% primarily because of improved operating efficiencies.

 

Electrical and Metal Products

 

 

Revenue increased 13% with better volume in steel products and higher pricing for both steel and copper products. Organic revenue growth was 11%.

 

 

 

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Operating income was $72 million and included $3 million of restructuring charges. Operating income before special items of $75 million improved significantly, primarily as a result of better steel and copper spreads versus the prior year as well as improved productivity.

 

Safety Products

 

 

Revenue increased 11% with organic revenue growth of 5%, resulting from growth across the fire suppression, electronic security and life safety businesses.

 

Operating income was $54 million and the operating margin was 11.5%.  Special items in the quarter consisted of $26 million of restructuring charges.  Operating income before special items increased 13% to $80 million and the operating margin before special items was 17.1%.  The improvement in operating income before special items was primarily due to higher volume and improved productivity offset by higher R&D and sales and marketing expenses.

 

OTHER ITEMS

 

·                  Net Cash used in Operating Activities of $2.468 billion reflects the release of $2.960 billion of previously-funded escrow for the settlement of legacy securities class action litigation.

 

·                  The company had a free cash outflow of $2.736 billion for the fiscal second quarter, primarily reflecting the release of the $2.960 billion mentioned above.  In addition, free cash flow included $82 million of payments, primarily for restructuring activities.

 

·                  Corporate and Other operating expense was $125 million and included a net charge of $8 million for special items.

 

·                  In connection with the sale of the Ancon Building Products business, the results of this business are reported as a discontinued operation for this quarter and all prior periods.  The business had revenue of $107 million in 2007 and operating profit of $23 million.

 

 

 

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ABOUT TYCO INTERNATIONAL

 

Tyco International (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 revenues of more than $18 billion and has 118,000 employees worldwide. More information on Tyco can be found at www.tyco.com.

 

CONFERENCE CALL AND WEB CAST

 

Management will discuss the company’s second quarter results and outlook for the fiscal third quarter during a conference call and Web cast today beginning at 8:30 a.m. EST.

 

Today’s conference call for investors can be accessed in the following ways:

 

·                  At Tyco’s Web site: 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) 398-9402.  The telephone dial-in number for participants outside the United States is (612) 332-1214.

 

·                  An audio replay of the conference call will be available beginning at 10:30 a.m. on May 1, 2008 and ending on May 8, 2008. 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 918069.

 

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

 

 

6

 

 

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 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, 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

 

 

7

 

 

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

 

#  #  #

 

 

 

 

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TYCO INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share data)

(Unaudited)

 

		Quarter Ended						Six Months Ended
		March 28,			March 30,			March 28,			March 30,
		2008			2007			2008			2007
Net revenue		$	4,866		$	4,490		$	9,706		$	8,829
Cost of sales		3,186			2,986			6,344			5,841
Selling, general and administrative expenses		1,205			1,223			2,374			2,377
Separation costs		(5		)	32			4			57
Restructuring, asset impairment and divestiture charges, net		37			45			48			101
Operating income		443			204			936			453
Interest income		25			11			83			25
Interest expense		(115		)	(64		)	(232		)	(130		)
Other income, net		—			1			52			2
Income from continuing operations before income taxes and minority interest		353			152			839			350
Income taxes		(79		)	12			(204		)	(27		)
Minority interest		(1		)	—			(2		)	(1		)
Income from continuing operations		273			164			633			322
Income from discontinued operations, net of income taxes		7			671			10			1,306
Net income		$	280		$	835		$	643		$	1,628
Basic earnings per common share:
Income from continuing operations		$	0.56		$	0.33		$	1.29		$	0.65
Income from discontinued operations		0.02			1.36			0.02			2.64
Net income		$	0.58		$	1.69		$	1.31		$	3.29
Diluted earnings per common share:
Income from continuing operations		$	0.56		$	0.33		$	1.28		$	0.64
Income from discontinued operations		0.01			1.33			0.03			2.59
Net income		$	0.57		$	1.66		$	1.31		$	3.23
Weighted-average number of shares outstanding:
Basic		486			493			489			494
Diluted		489			506			493			507
Income Reconciliation for Diluted EPS:
Income from continuing operations		$	273		$	164		$	633		$	322
Add back of interest expense for convertible debt		—			2			—			4
Income from continuing operations, giving effect to dilutive adjustments		273			166			633			326
Income from discontinued operations		7			671			10			1,306
Add back of interest expense for convertible debt		—			2			—			5
Net income, giving effect to dilutive adjustments		$	280		$	839		$	643		$	1,637

 

 

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 December 28, 2007.

 

 

TYCO INTERNATIONAL LTD.

RESULTS OF SEGMENTS

(in millions)

(Unaudited)

 

		Quarter Ended										Six Months Ended
		March 28,					March 30,					March 28,					March 30,
		2008					2007					2008					2007
NET REVENUE
ADT Worldwide		$	1,966				$	1,887				$	3,965				$	3,750
Flow Control		1,024					878					2,098					1,713
Fire Protection Services		861					819					1,690					1,607
Electrical and Metal Products		542					479					1,029					922
Safety Products		469					424					916					830
Corporate and Other		4					3					8					7
Total Net Revenue		$	4,866				$	4,490				$	9,706				$	8,829
OPERATING INCOME AND MARGIN
ADT Worldwide		$	222		11.3	%	$	195		10.3	%	$	471		11.9	%	$	396		10.6	%
Flow Control		143			14.0	%	102			11.6	%	314			15.0	%	210			12.3	%
Fire Protection Services		77			8.9	%	62			7.6	%	150			8.9	%	120			7.5	%
Electrical and Metal Products		72			13.3	%	26			5.4	%	113			11.0	%	67			7.3	%
Safety Products		54			11.5	%	66			15.6	%	140			15.3	%	137			16.5	%
Corporate and Other		(125		)	N/M		(247		)	N/M		(252		)	N/M		(477		)	N/M
Operating Income and Margin		$	443		9.1	%	$	204		4.5	%	$	936		9.6	%	$	453		5.1	%

 

 

TYCO INTERNATIONAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

(Unaudited)

 

		March 28,			December 28,			September 28,
		2008			2007			2007
Current Assets:
Cash and cash equivalents		$	1,074		$	1,069		$	1,894
Accounts receivable, net		3,137			3,022			2,945
Inventories		2,025			1,938			1,811
Class action settlement escrow		—			3,011			2,992
Other current assets		1,761			1,711			1,632
Assets of discontinued operations		983			1,109			1,084
Total current assets		8,980			11,860			12,358
Property, plant and equipment, net		3,613			3,565			3,543
Goodwill		11,922			11,681			11,636
Intangible assets, net		2,636			2,695			2,697
Other assets		2,723			2,669			2,581
Total Assets		$	29,874		$	32,470		$	32,815
Current Liabilities:
Short-term debt and current maturities of long-term debt		$	525		$	693		$	380
Accounts payable		1,516			1,540			1,665
Class action settlement liability		—			3,011			2,992
Accrued and other current liabilities		3,316			3,046			3,470
Liabilities of discontinued operations		526			595			598
Total current liabilities		5,883			8,885			9,105
Long-term debt		3,977			3,777			4,082
Other liabilities		3,985			4,010			3,937
Total Liabilities		13,845			16,672			17,124
Minority interest		55			70			67
Shareholders’ equity		15,974			15,728			15,624
Total Liabilities and Shareholders’ Equity		$	29,874		$	32,470		$	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 December 28, 2007.

 

 

TYCO INTERNATIONAL LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

 

		Quarter Ended						Six Months Ended
		March 28,			March 30,			March 28,			March 30,
		2008			2007			2008			2007
Cash Flows from Operating Activities:
Net income		$	280		$	835		$	643		$	1,628
Income from discontinued operations		(7		)	(671		)	(10		)	(1,306		)
Income from continuing operations		273			164			633			322
Adjustments to reconcile net cash provided by operating activities:
Depreciation and amortization		290			296			566			592
Non-cash compensation expense		22			36			57			81
Deferred income taxes		(49		)	(87		)	(105		)	(93		)
Provision for losses on accounts receivable and inventory		31			19			61			44
Other non-cash items		31			14			43			18
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
Accounts receivable, net		(36		)	(93		)	(107		)	(67		)
Inventories		(31		)	(75		)	(149		)	(280		)
Other current assets		29			48			(24		)	164
Accounts payable		(68		)	1			(206		)	(51		)
Accrued and other liabilities		17			156			(325		)	(50		)
Class action settlement liability		(3,020		)	—			(3,020		)	—
Other		43			96			(45		)	32
Net cash (used in) provided by operating activities		(2,468		)	575			(2,621		)	712
Net cash provided by discontinued operating activities		28			1,005			4			1,696
Cash Flows from Investing Activities:
Capital expenditures		(180		)	(156		)	(356		)	(299		)
Proceeds from disposal of assets		4			4			10			10
Acquisition of businesses, net of cash acquired		(5		)	(1		)	(27		)	(16		)
Accounts purchased from ADT dealer network		(98		)	(80		)	(187		)	(176		)
Liquidation of rabbi trust investments		—			232			—			271
Class action settlement escrow		2,960			—			2,960			—
Other		(6		)	2			(9		)	43
Net cash provided by (used in) investing activities		2,675			1			2,391			(167		)
Net cash provided by (used in) discontinued investing activities		33			(237		)	14			(505		)
Cash Flows from Financing Activities:
Net proceeds of debt		31			195			40			193
Proceeds from exercise of share options		8			92			21			212
Dividends paid		(74		)	(196		)	(148		)	(395		)
Repurchase of common shares by subsidiary		(248		)	(8		)	(477		)	(668		)
Transfers from discontinued operations		62			705			19			1,083
Other		2			7			(69		)	13
Net cash (used in) provided by financing activities		(219		)	795			(614		)	438
Net cash used in discontinued financing activities		(61		)	(694		)	(18		)	(1,077		)
Effect of currency translation on cash		17			5			24			21
Effect of currency translation on cash of discontinued operations		—			9			—			19
Net increase (decrease) in cash and cash equivalents		5			1,459			(820		)	1,137
Less: net increase in cash related to discontinued operations		—			(83		)	—			(133		)
Cash and cash equivalents at beginning of period		1,069			1,821			1,894			2,193
Cash and cash equivalents at end of period		$	1,074		$	3,197		$	1,074		$	3,197
Reconciliation to “Free Cash Flow”:
Net cash (used in) provided by operating activities		$	(2,468	)	$	575		$	(2,621	)	$	712
Decrease in sale of accounts receivable		5			1			10			3
Capital expenditures, net		(176		)	(152		)	(346		)	(289		)
Accounts purchased from ADT dealer network		(98		)	(80		)	(187		)	(176		)
Purchase accounting and holdback liabilities		(1		)	(2		)	(2		)	(4		)
Voluntary pension contributions		2			—			2			18
Free Cash Flow		$	(2,736	)	$	342		$	(3,144	)	$	264

 

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)

 

 

 

 

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