Tyco International Reports Second Quarter Earnings from Continuing Operations Before Special Items of $0.73 Per Share and GAAP Earnings of $0.67 Per Share

SCHAFFHAUSEN, Switzerland, April 28, 2011 /PRNewswire/ --

• Company reports revenue of $4.0 billion, with 6%* revenue growth excluding the Electrical and Metal Products business and 3% organic revenue growth
• Diluted EPS from continuing operations before special items increases 26%
• Operating margin before special items improves 190* basis points to 11.9%*
• Strategic acquisitions strengthen Tyco's presence in core platforms
• Company announces new $1 billion share repurchase program

*Amount excludes results from the Electrical and Metal Products business following the sale of a majority interest in that business completed on Dec. 22, 2010.

(Income and EPS amounts are attributable to Tyco common shareholders)

($ millions, except per-share amounts)

Tyco International Ltd. (NYSE: TYC) today reported $0.67 in diluted earnings per share (EPS) from continuing operations for the fiscal second quarter of 2011 and diluted EPS from continuing operations before special items of $0.73 per share.  Excluding the Electrical & Metal Products business, which is now reported as an equity investment, revenue in the quarter of $4.0 billion increased 6% versus the prior year with organic revenue growth of 3%.

Tyco Chairman and Chief Executive Officer Ed Breen said, "The 26% increase in earnings per share we delivered in the second quarter was driven by a stronger operating margin and continued improvement in our end markets. We are encouraged by the order trends in our late-cycle businesses and we expect these trends will help fuel our growth as we finish this fiscal year and enter 2012."  

"During the quarter, we also took steps to strengthen our competitive position in Tyco's core platforms by announcing the acquisitions of a leading security provider serving the Australia and New Zealand markets and a majority interest in a fully-integrated valve manufacturing business in the Middle East."

On February 23, 2011, Tyco announced the acquisition of Signature Security for approximately $170 million. The Signature business will be combined with ADT operations in Australia and New Zealand, strengthening Tyco's presence in these two growing markets. The company also announced the acquisition of a 75 percent stake in Dubai-based KEF Holdings for approximately $300 million. KEF is a well-established business in the Middle East region with strong customer relationships in the oil and gas, chemical, mining and power industries. The acquisition provides Tyco with a strategic manufacturing presence in a key emerging market while broadening the company's flow control product portfolio.  The Signature transaction is expected to close this week and the KEF acquisition is expected to close within the next few months.

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

SEGMENT RESULTS

The financial results presented in the tables below are in accordance with GAAP unless otherwise indicated.  All dollar amounts are pre-tax and stated in millions.  All comparisons are to the fiscal second quarter of 2010 unless otherwise indicated.

Revenue of $2.1 billion increased 12% in the quarter with organic revenue growth of 5.5%.  Recurring revenue grew 4.5% organically with growth in all geographic regions.  Non-recurring revenue grew 7% organically led by increased volume in the North American commercial business.

Operating income was $323 million and the operating margin was 15.5%. Special Items of $12 million consisted primarily of acquisition and integration related costs.  Operating income before special items was $335 million and the operating margin improved 170 basis points to 16.1%.  The year-over-year operating margin improvement was driven by growth in the higher margin recurring revenue business, increased volume in the commercial business, and the continued benefit of restructuring activities.

Revenue of $1.1 billion increased 2% in the quarter with organic revenue growth of 4%. Organic revenue growth of 4% in service and 11% in fire products was partially offset by an organic revenue decline of 1.5% in systems installation.  Backlog of $1.25 billion increased 2% on a quarter sequential basis, excluding the impact of foreign currency.

Operating income was $128 million and the operating margin was 11.5%.  Special items of $7 million consisted of restructuring and divestiture charges.  Operating income before special items was $135 million and the operating margin was 12.2%. The 190 basis point margin improvement was driven by cost-containment and restructuring actions as well as business mix and selectivity of project work.

Revenue of $804 million declined 2% in the quarter with an organic revenue decline of 5%. Organic revenue growth of 1% in Valves and 5% in Thermal Controls was more than offset by an organic revenue decline of 31% in the Water business.  Excluding the impact of foreign currency, orders increased 8% year-over-year and backlog increased 5% to $1.65 billion on a quarter sequential basis.

Operating income was $86 million and the operating margin was 10.7%.  Special items of $5 million consisted of restructuring charges.  Operating income and operating margin before special items were $91 million and 11.3%, respectively. Severe weather conditions and flooding in Australia throughout the quarter significantly impacted shipments to customers and resulted in lost productivity in the Water business. This reduced revenue by approximately $30 million and operating income by approximately $13 million.  

OTHER ITEMS

• Cash from operating activities was $667 million and free cash flow was $342 million, which included a cash outflow of $30 million primarily related to restructuring activities.
• The company completed the quarter with $1.84 billion in cash and cash equivalents.
• Corporate expense excluding special items was $86 million.  
• The tax rate before special items was 15.4%.
• During the second quarter, the company repurchased 11 million shares for $500 million and completed its $1 billion share repurchase program initiated in the fourth quarter of 2010. The company today announced a new $1 billion program.  
• On March 9, 2011, Tyco shareholders approved an annual dividend increase of approximately 20% from $0.84 to $1.00 per share at the company's annual general meeting.

ABOUT TYCO INTERNATIONAL

Tyco International Ltd. (NYSE: TYC) is a diversified, global company that provides vital products and services to customers around the world. 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 2010 revenue of $17 billion and has more than 100,000 employees worldwide. More information on Tyco can be found at www.tyco.com.

CONFERENCE CALL AND WEBCAST

Management will discuss the company's second quarter results for 2011 and outlook for the third quarter during a conference call and webcast today beginning at 8:00 a.m. ET.  Today's conference call for investors can be accessed in the following ways:  

• At Tyco's website: http://investors.tyco.com.  
• By telephone: For both "listen-only" participants and those participants who wish to take part in the question-and-answer portion of the call, the telephone dial-in number in the United States is (800) 857-9797. The telephone dial-in number for participants outside the United States is (517) 308-9262, passcode "Tyco".
• An audio replay of the conference call will be available at 11:00 a.m. (ET) on April 28, 2011 and ending at 11:59 p.m. (ET) on May 6, 2011. The dial-in number for participants in the United States is (800) 253-1052. For participants outside the United States, the replay dial-in number is (402) 220-9704, passcode 2120.

NON-GAAP MEASURES

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

Organic revenue is a useful measure used by the company to measure the underlying results and trends in the business. The difference between reported net revenue (the most comparable GAAP measure) and organic revenue (the non-GAAP measure) consists of the impact from foreign currency, acquisitions and divestitures, and other changes that do not reflect the underlying results and trends (for example, revenue reclassifications). Effective the first quarter of fiscal 2011, the Company's organic growth / decline calculations incorporate an estimate of prior year reported revenue associated with acquired entities that have been fully integrated within the first year (such as Broadview Security), and exclude prior year revenues associated with entities that do not meet the criteria for discontinued operations which have been divested within the past year. The rate of organic growth or decline is calculated based on the adjusted number to better reflect the rate of growth or decline of the combined business, in the case of acquisitions, or the remaining business, in the case of dispositions. The rate of organic growth or decline for acquired businesses that are not fully integrated within the first year will continue to be based on unadjusted historical revenue. Organic revenue and the rate of organic growth or decline as presented herein may not be comparable to similarly titled measures reported by other companies.

Organic revenue is a useful measure of the company's performance because it excludes items that: i) are not completely under management's control, such as the impact of foreign currency exchange; or ii) do not reflect the underlying results of the company's businesses, such as acquisitions and divestitures. It may be used as a component of the company's compensation programs. The limitation of this measure is that it excludes items that have an impact on the company's revenue. This limitation is best addressed by using organic revenue in combination with the GAAP numbers. See the accompanying tables to this press release for the reconciliation presenting the components of organic revenue.

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

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

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

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

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

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

Tyco provides general corporate services to its segments and those costs are reported in the "Corporate and Other" segment. This segment's operating income (loss) is presented as "Corporate Expense."

FORWARD-LOOKING STATEMENTS

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein and in accompanying conference calls or webcasts that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The forward-looking statements in this release and accompanying conference calls generally include, but are not limited to, statements addressing Tyco's future financial condition and operating results, the health of the industries and end markets in which Tyco operates, and Tyco's acquisition, divestiture and capital market related activities. Such statements are based upon certain assumptions and assessments made by Tyco's management in light of their experience and their perception of historical trends, current economic and industry conditions, expected future developments and other factors they believe to be appropriate. Economic, business, competitive, technological 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. 24, 2010 and in subsequent filings with the Securities and Exchange Commission.