Tyco International Reports Third Quarter Earnings from Continuing Operations of $0.55 Per Share Before Special Items; Impact of Special Items Results in Loss from Continuing Operations of $6.13 Per Share

    PEMBROKE, Bermuda, Aug. 7 /PRNewswire-FirstCall/ --
 
 
     ($ millions, except per-share amounts)
                                                June 29,    June 30,   % Change
                                                  2007        2006
 
     Revenue                                      $5,085      $4,715       8%
     Income from Continuing Operations           ($3,035)       $170      N/A
     Diluted EPS from Continuing Operations       ($6.13)      $0.33      N/A
     Special Items                               ($3,312)       ($82)
     Income from Continuing Ops Before
      Special Items                                 $277        $252      10%
     Diluted EPS from Continuing Ops Before
      Special Items                                $0.55       $0.49      12%
 
 
      - Results Impacted by Charges of $3.3 Billion for Special Items,
        Primarily from the Previously Disclosed Settlement of Legacy Securities
        Class Action Litigation
      - Spin-off of Healthcare and Electronics Businesses Completed on June 29,
        2007
     Tyco International Ltd. (NYSE:   TYC; BSX: TYC) today reported a loss of
 $6.13 in diluted GAAP EPS from continuing operations and diluted earnings
 per share (EPS) from continuing operations of $0.55 before special items
 for the fiscal third quarter of 2007. Revenue in the quarter increased 8%
 versus the prior year to $5.1 billion, with organic revenue growth of 5%.
     Third quarter income from continuing operations was negatively impacted
 by previously disclosed special items which totaled $3.3 billion after tax
 or $6.68 per share as follows:
                                                  $ in Millions     $ Per Share
 
     Settlement of Securities Class Action              $2,884          $5.83
     Separation Costs                                     $343          $0.69
     Goodwill Impairment                                   $46          $0.09
     Restructuring                                         $37          $0.07
     Divestitures                                           $2          $0.00
     TOTAL                                              $3,312          $6.68
     On June 29, 2007, Tyco International completed the spin-off of its
 healthcare and electronics businesses and the operating results of these
 businesses have been reclassified as a single line item, net of tax, in
 discontinued operations for the third quarter of 2007 and all prior
 periods.
     In conjunction with the spin-off, Tyco International executed a
 four-for- one reverse share split under which each Tyco share was converted
 into one- fourth of a share. As a result, share and per share data have
 been adjusted to reflect the reverse share split for the third quarter and
 all previous periods.
     Tyco Chairman and Chief Executive Officer Ed Breen said, "We achieved a
 significant milestone during the third quarter by completing the spin-off
 of our healthcare and electronics businesses. We also reached an important
 agreement to resolve the majority of our legacy securities class action
 litigation. Operationally, Tyco International's performance came in at the
 high end of our estimates as we had solid growth in revenue and operating
 income before special items driven by improvements across most of our
 businesses."
     Organic revenue growth, free cash flow, operating income before special
 items, operating margin before special items, net income from continuing
 operations before special items and 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
     In connection with the spin-off of the healthcare and electronics
 businesses, Tyco International has realigned its businesses into the
 following segments: ADT Worldwide; Fire Protection Services; Flow Control;
 Safety Products and Electrical and Metal Products. 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 June 30, 2006 unless otherwise
 indicated.
     ADT Worldwide
 
                                  June 29,      June 30,   $ Change   % Change
                                    2007          2006
 
     Revenue                        $1,909        $1,806      $103         6%
     Operating Income                 $205          $242      ($37)      (15%)
     Operating Margin                 10.7%         13.4%
     Special Items                    ($57)            -
     Operating Income Before
      Special Items                   $262          $242       $20         8%
     Operating Margin Before
      Special Items                   13.7%         13.4%
     ADT Worldwide designs, sells, installs, services and monitors
 electronic security systems to residential, commercial, industrial and
 governmental customers. Revenue in this segment increased 6% in the third
 quarter with organic revenue growth of 4%. Geographically, North America
 and the Europe, Middle East, and Africa (EMEA) region both had organic
 growth of 3% while Asia had growth of 16%.
     Operating income was $205 million and the operating margin was 10.7%.
 Before special items, operating income increased 8% to $262 million. The
 operating margin before special items improved to 13.7%. This reflected the
 benefit of improved attrition rates partially offset by lower recurring
 revenue in Continental Europe and modest increases in sales and marketing
 expenses. Special items in the quarter included $11 million of
 restructuring costs, primarily in Europe and a $46 million goodwill
 impairment.
     Fire Protection Services
 
                                     June 29,    June 30,    $ Change  % Change
                                       2007        2006
 
     Revenue                           $882        $826         $56        7%
     Operating Income                   $57         $61         ($4)      (7%)
     Operating Margin                   6.5%        7.4%
     Special Items                     ($13)        ($1)
     Operating Income Before
      Special Items                     $70         $62          $8       13%
     Operating Margin Before
      Special Items                     7.9%        7.5%
     Fire Protection Services designs, sells, installs and services fire
 detection and fire suppression systems to commercial, industrial and
 governmental customers. Revenue in this segment increased 7% in the quarter
 to $882 million with organic revenue growth of 4%.
     Operating income was $57 million and the operating margin was 6.5%.
 Before special items, operating income increased 13% to $70 million. The
 operating margin before special items of 7.9% improved due to the benefit
 of higher revenue in North America, Asia and Australia partially offset by
 weaker performance in Europe. Special items of $13 million in the quarter
 consisted primarily of restructuring charges in Europe.
     Flow Control
 
                                    June 29,     June 30,   $ Change   % Change
                                      2007         2006
 
     Revenue                          $982         $806       $176        22%
     Operating Income                 $124          $87        $37        43%
     Operating Margin                 12.6%        10.8%
     Special Items                     ($2)           -
     Operating Income Before
      Special Items                   $126          $87        $39        45%
     Operating Margin Before
      Special Items                   12.8%        10.8%
     Flow Control designs, manufactures, sells and services valves, pipes,
 fittings, valve automation and heat tracing products for the water and
 wastewater markets, the energy markets and other process industries.
 Revenue in this segment increased 22% in the quarter with organic revenue
 growth of 16% driven by strong double digit growth across all regions.
     Operating income was $124 million and the operating margin was 12.6%.
 Before special items, operating income increased 45% versus the prior year
 to $126 million and the operating margin before special items improved 200
 basis points due to higher revenue and improved operating efficiency.
     Safety Products
 
                                    June 29,      June 30,  $ Change   % Change
                                      2007          2006
 
     Revenue                          $452          $432       $20         5%
     Operating Income                  $73          ($20)      $93       N/A
     Operating Margin                 16.2%         (4.6%)
     Special Items                     ($8)        ($100)
     Operating Income Before
      Special Items                    $81           $80        $1         1%
     Operating Margin Before
      Special Items                   17.9%         18.5%
     Safety Products designs, manufactures and sells fire protection,
 security and life safety products including fire suppression products,
 breathing apparatus, intrusion security, access control and video
 management systems. Revenue in this segment increased 5% in the quarter
 with organic revenue growth of 2%. Strong revenue growth in fire
 suppression and electronic security was partially offset by lower revenue
 in the life safety business.
     Operating income was $73 million and the operating margin was 16.2%.
 Before special items, operating income of $81 million was essentially flat
 versus prior year. The benefit from volume increases in fire suppression
 and electronic security was offset by a decrease in sales in the life
 safety business. Special items in the quarter included restructuring and
 impairment charges of $8 million. Special items in the prior year quarter
 included a $100 million charge for the estimated cost of a voluntary
 replacement program for certain fire sprinkler heads.
     Electrical and Metal Products
 
                                    June 29,     June 30,    $Change   % Change
                                      2007         2006
 
     Revenue                          $519         $526        ($7)       (1%)
     Operating Income                  $47          $84       ($37)      (44%)
     Operating Margin                  9.1%        16.0%
     Special Items                       -            -
     Operating Income Before
      Special Items                    $47          $84       ($37)      (44%)
     Operating Margin Before
      Special Items                    9.1%        16.0%
     Electrical and Metal Products designs, manufactures and sells steel
 tubing and pipe products, pre-wired armored cable and flexible conduit
 products for commercial construction. Revenue in this segment decreased 1%
 in the quarter primarily due to lower volumes and prices in core steel
 products.
     Operating income decreased 44% to $47 million primarily due to lower
 steel and copper spreads. On a quarter sequential basis, operating income
 improved by $21 million, as expected.
     OTHER ITEMS
     - Revenue in Corporate and Other, consisting primarily of
 Infrastructure
     Services, was $341 million in the quarter compared to $319 million in
     2006. Operating income for these businesses was $24 million compared to
     $19 million in the third quarter of 2006. Beginning in the fourth
     quarter, Infrastructure Services will be reported as a discontinued
     operation as Tyco explores exiting this business.
     - Corporate expense was $3.1 billion in the quarter. Special items in
 the
     quarter consisted primarily of the settlement of the securities class
     action litigation. Before special items, corporate expense totaled $161
     million compared to $183 million in the third quarter of 2006.
     - Cash from operating activities was $125 million in the quarter. The
     company had negative free cash flow of $137 million and this included
     $340 million in payments for legacy tax items, separation and
     restructuring.
     - Charges related to Tyco's previously announced restructuring program
     totaled $45 million in the third quarter and $158 million year to date.
     OUTLOOK
     For the fourth quarter of 2007, Tyco expects to achieve revenue growth
 of 6 to 7% (organic revenue growth of approximately 4%) and an operating
 margin before special items of 9.0 to 9.5%. The revenue and operating
 margin outlook excludes Infrastructure Services that will be reported as a
 discontinued operation in the fourth quarter. Please see the disclosures at
 the end of this press release for additional information.
     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 completed the spin-off of its
 healthcare and electronics businesses on June 29, 2007 and today has annual
 revenues of more than $18 billion and 115,000 employees. More information
 on Tyco can be found at www.tyco.com.
     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:
      - At Tyco's website: http://investors.tyco.com.
      - By telephone: For both "listen-only" participants and those
        participants who wish to take part in the question-and-answer portion
        of the call, the telephone dial-in number in the United States is
        (800) 288-8960.  The telephone dial-in number for participants outside
        the United States is (612) 288-0337.
      - An audio replay of the conference call will be available beginning at
        12:00 p.m. on August 7, 2007 and ending at 11:59 p.m. on August 15,
        2007. 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 880300.
     NON-GAAP MEASURES
     "Organic revenue growth," "free cash flow" (FCF), "operating income
 before special items," "net income before special items," "earnings per
 share (EPS) from continuing operations" 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 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.
     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.
     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.
     The company has presented and forecast its operating income, net
 income, EPS and operating margin 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 operating income, net income, EPS and operating 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 plan execution and underlying
 market conditions. They are also significant components in the company's
 incentive compensation plans. Operating income, net income, EPS and
 operating margin 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. Net income and EPS
 before special items do not reflect any additional adjustments that are not
 reflected in operating income before special items. The difference between
 operating income and operating margin before special items and 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, net income, EPS and
 operating 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 operating income, net income, EPS and
 operating margin 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/A
 for the fiscal year ended Sept. 29, 2006 and Quarterly Report on Form 10-Q
 for the quarterly period ended June 29, 2007.
                              TYCO INTERNATIONAL LTD.
                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                        (in millions, except per share data)
                                    (Unaudited)
 
                                              Quarter Ended   Nine Months Ended
                                            June 29, June 30, June 29, June 30,
                                              2007     2006     2007     2006
                                                                     (Restated)
 
     Net revenue                              $5,085  $4,715  $14,650  $13,661
     Cost of sales                             3,410   3,229    9,856    9,205
     Selling, general and administrative
      expenses                                 1,236   1,188    3,695    3,525
     Class action settlement, net              2,875       -    2,875        -
     Separation costs                             28      19       85       32
     Goodwill impairment                          46       -       46        -
     Restructuring and asset impairment
      charges, net                                47       7      159       14
     Losses on divestitures                        3       1       12        2
        Operating (loss) income               (2,560)    271   (2,078)     883
     Interest income                              32       9       64       37
     Interest expense                            (80)    (65)    (211)    (214)
     Other expense, net                         (259)      -     (257)       -
        (Loss) income from continuing
         operations before income taxes
         and minority interest                (2,867)    215   (2,482)     706
     Income taxes                               (166)    (45)    (212)    (167)
     Minority interest                            (2)      -       (3)       -
        (Loss) income from continuing
         operations                           (3,035)    170   (2,697)     539
     (Loss) income from discontinued
      operations, net of income taxes           (516)    698      774    1,817
        (Loss) income before cumulative
         effect of accounting change          (3,551)    868   (1,923)   2,356
     Cumulative effect of accounting change,
      net of income taxes                          -       -        -      (14)
        Net (loss) income                    $(3,551)   $868  $(1,923)  $2,342
 
     Basic earnings per common share:
        (Loss) income from continuing
         operations                           $(6.13)  $0.34   $(5.45)   $1.07
        (Loss) income from discontinued
         operations                            (1.05)   1.38     1.56     3.61
        Cumulative effect of accounting
         change                                  -       -        -      (0.03)
        Net (loss) income                     $(7.18)  $1.72   $(3.89)   $4.65
     Diluted earnings per common share:
        (Loss) income from continuing
         operations                           $(6.13)  $0.33   $(5.45)   $1.05
        (Loss) income from discontinued
         operations                            (1.05)   1.35     1.56     3.50
        Cumulative effect of accounting
         change                                  -       -        -      (0.03)
        Net (loss) income                     $(7.18)  $1.68   $(3.89)   $4.52
 
     Weighted-average number of shares
      outstanding:
       Basic                                     495     506      495      504
       Diluted                                   495     518      495      524
 
          Income Reconciliation for Diluted
           EPS:
            (Loss) income from continuing
             operations                      $(3,035)   $170  $(2,697)    $539
            Add back of interest expense for
             convertible debt                      -       2        -       11
            (Loss) income from continuing
             operations, giving effect to
             dilutive adjustments             (3,035)    172   (2,697)     550
            (Loss) income from discontinued
             operations                         (516)    698      774    1,817
            Add back of interest expense for
             convertible debt                      -       2        -       15
            Cumulative effect of accounting
             change                                -       -        -      (14)
            Net (loss) income, giving effect
             to dilutive adjustments         $(3,551)   $872  $(1,923)  $2,368
 
     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/A for the fiscal year
           ended September 29, 2006, Quarterly Report on Form 10-Q/A for the
           quarterly period ended December 29, 2006 and Quarterly Report on
           Form 10-Q for the quarterly period ended March 30, 2007.
 
 
 
                              TYCO INTERNATIONAL LTD.
                               RESULTS OF SEGMENTS
                                   (in millions)
                                    (Unaudited)
 
                                                  Quarter Ended
                                           June 29,           June 30,
                                             2007               2006
     NET REVENUE
     ADT Worldwide                           $1,909            $1,806
     Fire Protection Services                   882               826
     Flow Control                               982               806
     Safety Products                            452               432
     Electrical and Metal Products              519               526
     Corporate and Other(1)                     341               319
        Total Net Revenue                    $5,085            $4,715
 
     OPERATING (LOSS) INCOME AND MARGIN
     ADT Worldwide                             $205    10.7%     $242   13.4%
     Fire Protection Services                    57     6.5%       61    7.4%
     Flow Control                               124    12.6%       87   10.8%
     Safety Products                             73    16.2%      (20)  -4.6%
     Electrical and Metal Products               47     9.1%       84   16.0%
     Corporate and Other(2)                  (3,066)     N/M     (183)    N/M
         Operating (Loss) Income and
          Margin                            $(2,560)  -50.3%     $271    5.7%
 
 
                                                Nine Months Ended
                                           June 29,            June 30,
                                             2007                2006
     NET REVENUE
     ADT Worldwide                           $5,659             $5,333
     Fire Protection Services                 2,562              2,386
     Flow Control                             2,695              2,264
     Safety Products                          1,308              1,242
     Electrical and Metal Products            1,441              1,428
     Corporate and Other(1)                     985              1,008
        Total Net Revenue                   $14,650            $13,661
 
     OPERATING (LOSS) INCOME AND MARGIN
     ADT Worldwide                             $601    10.6%      $658   12.3%
     Fire Protection Services                   171     6.7%       145    6.1%
     Flow Control                               334    12.4%       245   10.8%
     Safety Products                            217    16.6%       122    9.8%
     Electrical and Metal Products              114     7.9%       237   16.6%
     Corporate and Other(2)                  (3,515)     N/M      (524)    N/M
         Operating (Loss) Income and
          Margin                            $(2,078)  -14.2%      $883    6.5%
 
     (1) Revenue related primarily to Infrastructure Services.
     (2) Includes operating income of $24 million and $19 million for the
         quarter ended June 29, 2007 and June 30, 2006, respectively, primarily
         related to Infrastructure Services.  Includes operating income of
         $68 million and $63 million for the nine months ended June 29, 2007
         and June 30, 2006, respectively, primarily related to Infrastructure
         Services.
 
 
 
                              TYCO INTERNATIONAL LTD.
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (in millions)
                                    (Unaudited)
 
                                            June 29,   March 30,  September 29,
                                              2007       2007         2006
     Current Assets:
     Cash and cash equivalents                 $1,310      $3,196      $2,193
     Accounts receivable, net                   3,320       3,159       2,983
     Inventories                                1,927       1,928       1,627
     Class action settlement escrow             2,972           -           -
     Other current assets                       1,836       1,727       1,836
     Assets of discontinued operations              -      33,825      33,493
       Total current assets                    11,365      43,835      42,132
 
     Property, plant and equipment, net         3,531       3,491       3,549
     Goodwill                                  11,502      11,452      11,293
     Intangible assets, net                     2,668       2,659       2,730
     Other assets                               3,095       3,034       3,307
       Total Assets                           $32,161     $64,471     $63,011
 
     Current Liabilities:
     Short-term debt and current
      maturities of long-term debt               $384      $1,708        $773
     Accounts payable                           1,635       1,652       1,666
     Class action settlement liability          2,972           -           -
     Accrued and other current liabilities      3,588       3,691       3,664
     Liabilities of discontinued
      operations                                    -       7,402       7,643
       Total current liabilities                8,579      14,453      13,746
 
     Long-term debt                             4,101       8,260       8,877
     Other liabilities                          4,107       4,862       4,947
       Total Liabilities                       16,787      27,575      27,570
 
     Minority interest                             37          35          54
 
     Shareholders' equity                      15,337      36,861      35,387
 
       Total Liabilities and Shareholders'
        Equity                                $32,161     $64,471     $63,011
 
 
     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/A for the fiscal year ended
     September 29, 2006, Quarterly Report on Form 10-Q/A for the quarterly
     period ended December 29, 2006 and Quarterly Report on Form 10-Q for the
     quarterly period ended March 30, 2007.
 
 
 
                             TYCO INTERNATIONAL LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in millions)
                                   (Unaudited)
 
                                            Quarter Ended    Nine Months Ended
                                          June 29, June 30,  June 29, June 30,
                                            2007     2006     2007     2006
                                                                    (Restated)
     Cash Flows from Operating Activities:
     Net (loss) income                     $(3,551)   $868  $(1,923) $2,342
         Loss (income) from discontinued
          operations                           516    (698)    (774) (1,817)
         Cumulative effect of accounting
          change                                 -       -        -      14
 
     (Loss) income from continuing
      operations                            (3,035)    170   (2,697)    539
     Adjustments to reconcile net cash
      provided by operating activities:
       Depreciation and amortization           280     298      879     897
       Non-cash compensation expense            40      35      124     116
       Deferred income taxes                    56     (16)     (33)    (92)
       Provision for losses on accounts
        receivable and inventory                21      12       63      34
       Loss on the retirement of debt          259       -      259       1
       Goodwill impairment                      46       -       46       -
       Non-cash restructuring, asset
        impairment and divestiture
        charges, net                            10       1       29       5
       Other non-cash items                     28       4       18      11
         Changes in assets and liabilities,
          net of the effects of acquisitions
          and divestitures:
            Accounts receivable, net          (138)    (37)    (264)   (118)
            Inventories                         13     (74)    (271)   (168)
            Accounts payable                   (41)     42      (88)    (16)
            Accrued and other liabilities     (130)    166     (178)   (205)
            Income taxes, net                 (251)     24     (278)      9
            Class action settlement
             liability                       2,972       -    2,972       -
            Other                               (5)     42      278     (13)
     Net cash provided by operating
      activities                               125     667      859   1,000
     Net cash provided by discontinued
      operating activities                     769     843    2,442   2,162
 
     Cash Flows from Investing Activities:
          Capital expenditures                (174)   (141)    (480)   (403)
          Proceeds from disposal of assets       2       8       15      16
          Acquisition of businesses, net
           of cash acquired                    (10)     (2)     (26)     (2)
          Acquisition of customer accounts
           (ADT dealer program)                (97)    (97)    (273)   (266)
          Purchase accounting and holdback
           liabilities                          (1)     (2)      (5)     (6)
          Divestiture of businesses, net
           of cash retained                      9     (22)      85     871
          Liquidation of rabbi trust
           investments                           -       -      271       -
          (Increase) decrease in
           investments                          (3)    (13)      13      56
          Decrease in restricted cash            -      15        6      20
          Class action settlement escrow    (2,960)      -   (2,960)      -
          Other                                  -       2       23       5
     Net cash (used in) provided by
      investing activities                  (3,234)   (252)  (3,331)    291
     Net cash used in discontinued
      investing activities                    (294)   (288)    (868)   (890)
 
     Cash Flows from Financing Activities:
          Net repayments of debt            (6,118)    (10)  (5,925) (1,079)
          Proceeds from exercise of share
           options                             176      75      388     204
          Dividends paid                      (396)   (203)    (791)   (605)
          Repurchase of common shares by
           subsidiary                            -  (1,107)    (668) (1,918)
          Transfers from discontinued
           operations                        7,535     480    8,525     887
          Other                                  8       1       21      (7)
     Net cash provided by (used in)
      financing activities                   1,205    (764)   1,550  (2,518)
     Net cash provided by (used in)
      discontinued financing activities         92    (490)    (892) (1,142)
 
     Effect of currency translation on
      cash                                      18       8       39      10
     Effect of currency translation on
      cash of discontinued operations           14       3       33       7
     Net decrease in cash and cash
      equivalents                           (1,305)   (273)    (168) (1,080)
     Less:  net increase in cash related
      to discontinued operations              (581)    (68)    (715)   (137)
     Cash and cash equivalents at
      beginning of period                    3,196   1,903    2,193   2,779
 
     Cash and cash equivalents at end of
      period                                $1,310  $1,562   $1,310  $1,562
 
     Reconciliation to "Free Cash Flow":
     Net cash provided by operating
      activities                              $125    $667     $859  $1,000
     Decrease in sale of accounts
      receivable                                 3       1        6       7
     Capital expenditures, net                (172)   (133)    (465)   (387)
     Acquisition of customer accounts (ADT
      dealer program)                          (97)    (97)    (273)   (266)
     Purchase accounting and holdback
      liabilities                               (1)     (2)      (5)     (6)
     Voluntary pension contributions             5       -       23       -
     Free Cash Flow                          $(137)   $436     $145    $348
 
     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 29, 2007
 
                                                        Foreign   Acquisition /
                                         Net Revenue    Currency   Divestiture
 
     ADT Worldwide                      $1,909   5.7%   $50  2.8%  $(10) -0.6%
     Fire Protection Services              882   6.8%    25  3.0%    (2) -0.3%
     Flow Control                          982  21.8%    54  6.7%    (4) -0.5%
     Safety Products                       452   4.6%    11  2.5%     1   0.4%
     Electrical and Metal Products         519  -1.3%     6  1.1%     -   0.1%
     Corporate and Other                   341   6.9%    10  3.1%    (3) -0.9%
        Total Net Revenue               $5,085   7.8%  $156  3.3%  $(18) -0.5%
 
 
                             Quarter Ended June 29, 2007
                                                                      Net
                                                                    Revenue
                                                                    for the
                                                                    Quarter
                                                          Organic    Ended
                                                          Revenue   June 30,
                                              Other       Growth      2006
 
     ADT Worldwide                         $(10) -0.6%   $73   4.1%  $1,806
     Fire Protection Services                 -   0.0%    33   4.1%     826
     Flow Control                             -   0.0%   126  15.6%     806
     Safety Products                          -   0.0%     8   1.7%     432
     Electrical and Metal Products            -   0.0%   (13) -2.5%     526
     Corporate and Other                      -   0.0%    15   4.7%     319
        Total Net Revenue                  $(10) -0.2%  $242   5.2%  $4,715
 
 
 
                           Nine Months Ended June 29, 2007
 
                                                        Foreign   Acquisition /
                                        Net Revenue     Currency   Divestiture
 
     ADT Worldwide                      $5,659   6.1%  $150  2.8%   $(6) -0.1%
     Fire Protection Services            2,562   7.4%    67  2.8%   (25) -1.1%
     Flow Control                        2,695  19.0%   133  5.9%    (4) -0.3%
     Safety Products                     1,308   5.3%    33  2.7%     2   0.1%
     Electrical and Metal Products       1,441   0.9%    12  0.8%     2   0.2%
     Corporate and Other                   985  -2.3%    26  2.6%    (3) -0.3%
        Total Net Revenue              $14,650   7.2%  $421  3.1%  $(34) -0.3%
 
 
                           Nine Months Ended June 29, 2007
                                                                         Net
                                                                       Revenue
                                                                       for the
                                                                        Nine
                                                                       Months
                                                            Organic     Ended
                                                            Revenue   June 30,
                                                Other       Growth      2006
 
     ADT Worldwide                           $(10) -0.2%  $192   3.6%   $5,333
     Fire Protection Services                   -   0.0%   134   5.7%    2,386
     Flow Control                               -   0.0%   302  13.4%    2,264
     Safety Products                            -   0.0%    31   2.5%    1,242
     Electrical and Metal Products              -   0.0%    (1) -0.1%    1,428
     Corporate and Other                        -   0.0%   (46) -4.6%    1,008
        Total Net Revenue                    $(10) -0.1%  $612   4.5%  $13,661
 
 
     NOTE: Organic revenue growth is a non-GAAP measure.  See description of
           non-GAAP measures contained in this release.
 
 
 
                              TYCO INTERNATIONAL LTD.
                                DEBT RECONCILIATION
                                   (in millions)
                                    (Unaudited)
 
                                            Quarter Ended   Nine Months Ended
                                            June 29, 2007     June 29, 2007
 
     Total debt at beginning of period               $9,968            $9,650
     Net debt repayments                             (6,119)           (5,926)
     Currency translation                                17               119
     Other                                              619               642
     Total debt at end of period                     $4,485            $4,485
 
 
 
                              TYCO INTERNATIONAL LTD.
                            EARNINGS PER SHARE SUMMARY
                                    (Unaudited)
 
 
                                                                Nine Months
                                       Quarter Ended               Ended
 
                                  Jun. 30, 2006   Jun. 29, 2007   Jun. 29, 2007
 
 
     Diluted EPS from
      Continuing Operations             $0.33        ($6.13)           ($5.45)
 
     Class action settlement,
      net                                              5.83              5.83
 
     Separation costs                    0.04          0.69              0.85
 
     Losses on divestitures              0.00          0.00              0.02
 
     Restructuring and asset
      impairment charges, net                          0.07              0.23
 
     Voluntary Replacement
      Program                            0.12
 
     Goodwill impairment                               0.09              0.09
 
     Tax items                                                          (0.12)
 
     Diluted EPS from
      Continuing Operations
      Before Special Items              $0.49         $0.55             $1.45
 
 
 
                          TYCO INTERNATIONAL LTD.
                    For the Quarter Ended June 29, 2007
                    (in millions, except per share data)
 
 
 
                                                            Fire
                                                 ADT        Protection   Flow
                                              Worldwide     Services    Control
     Operating Income                            $205        $57        $124
 
     Restructuring charges in cost of
      sales                                                    1           1
 
     Class action settlement, net
 
     Separation costs
 
     Losses on divestitures                                    1
 
     Restructuring and asset impairment
      charges, net                                  11        11           1
 
     Goodwill impairment                            46
 
     Operating Income Before Special Items        $262       $70        $126
 
 
 
                          TYCO INTERNATIONAL LTD.
                    For the Quarter Ended June 29, 2007
                    (in millions, except per share data)
 
 
                                                        Electrical
                                                Safety    & Metal    Corporate
                                               Products   Products    and Other
     Operating Income                             $73        $47     ($3,066)
 
     Restructuring charges in cost of
      sales
 
     Class action settlement, net                                      2,884
 
     Separation costs                                                     28
 
     Losses on divestitures                                                2
 
     Restructuring and asset impairment
      charges, net                                 8                      16
 
     Goodwill impairment
 
     Operating Income Before Special Items       $81           $47     ($136)
 
 
 
                          TYCO INTERNATIONAL LTD.
                    For the Quarter Ended June 29, 2007
                    (in millions, except per share data)
 
 
                                                            Interest
                                               Operating     Expense,     Other
                                                 Income         net    Expense,
                                                                            net
     Operating Income                         ($2,560)        ($48)     ($259)
 
     Restructuring charges in cost of
      sales                                         2
 
     Class action settlement, net               2,884
 
     Separation costs                              28                     259
 
     Losses on divestitures                         3
 
     Restructuring and asset impairment
      charges, net                                 47
 
     Goodwill impairment                           46
 
     Operating Income Before Special Items       $450         ($48)        $0
 
 
 
                          TYCO INTERNATIONAL LTD.
                    For the Quarter Ended June 29, 2007
                    (in millions, except per share data)
 
 
 
                                                Income       Minority
                                                 Taxes       Interest
     Operating Income                           ($166)        ($2)
 
     Restructuring charges in cost of
      sales
 
     Class action settlement, net
 
     Separation costs                             56
 
     Losses on divestitures                       (1)
 
     Restructuring and asset impairment
      charges, net                               (12)
 
     Goodwill impairment
 
     Operating Income Before Special
      Items                                     ($123)        ($2)
 
                            TYCO INTERNATIONAL LTD.
                      For the Quarter Ended June 29, 2007
                      (in millions, except per share data)
 
 
                                                Income
                                                 from        Diluted EPS from
                                              Continuing        Continuing
                                              Operations        Operations
     Operating Income                          ($3,035)         ($6.13)
 
     Restructuring charges in cost of
      sales                                          2            0.00
 
     Class action settlement, net                2,884            5.83
 
     Separation costs                              343            0.69
 
     Losses on divestitures                          2            0.00
 
     Restructuring and asset impairment
      charges, net                                  35            0.07
 
     Goodwill impairment                            46            0.09
 
     Operating Income Before Special Items        $277           $0.55
 
 
     Diluted Shares
     Outstanding                                                   495
      Diluted Shares Outstanding - Before Charges                  499
 
 

SOURCE Tyco International Ltd.
RELATED LINKS
http://www.tycoint.com

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