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Tyco International Reports Third Quarter Earnings from Continuing Operations Before Special Items of $0.72 Per Share and GAAP Earnings of $0.50 Per Share

SCHAFFHAUSEN, Switzerland, July 29, 2010 /PRNewswire via COMTEX/ --

  • Diluted EPS from continuing operations before special items increased 24% in the quarter
  • Revenue and operating margins improve sequentially across all business segments
  • Company has repurchased 15.8million shares for $575 million under existing $1 billion share repurchase program
  • Acquisition of Broadview Security completed; integration of Broadview into ADT business on track
  • Tyco reaches definitive agreement to divest Flow Control's European Waterworks business

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

($ millions, except per-share amounts)


                                           Q3 2010  Q3 2009  % Change
                                           -------  -------  --------
    Revenue                                 $4,274   $4,152         3%
    Income from Continuing Operations         $250     $244         2%
    Diluted EPS from Continuing Operations   $0.50    $0.51       (2%)
    Special Items                           ($0.22)  ($0.07)
    Income from Continuing Ops Before
     Special Items                            $357     $278        28%
    Diluted EPS from Continuing Ops Before
     Special Items                           $0.72    $0.58        24%



Tyco International Ltd. (NYSE: TYC) today reported $0.50 in diluted earnings per share (EPS) from continuing operations for the fiscal third quarter of 2010 and diluted EPS from continuing operations before special items of $0.72 per share. Revenue in the quarter was $4.3 billion with organic revenue flat year-over-year.

Cash from operating activities was $660 million and free cash flow was $352 million. These amounts included $64 million of cash outflows related to restructuring activities, acquisition related costs and legacy legal settlements.

"Our results for the quarter reflect the continued strength of our recurring and service revenue base, improving order trends and operating margin improvement across all of our business segments," said Tyco Chairman and Chief Executive Officer Ed Breen. "With the acquisition of Broadview Security, the planned separation of our Electrical and Metal Products business, and the sale of our European Waterworks business, we continue to focus our portfolio around our core security, fire and flow control platforms, positioning Tyco for consistent future growth."

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 Third Quarter Review slides can be found at http://www.tyco.com/ on the Investor Relations portion of Tyco's website. Certain tables in this press release contain the symbol "-", where the percentage change is not meaningful.

SEGMENT RESULTS

The financial results presented in the tables below are in accordance with GAAP unless otherwise indicated. Beginning in the first quarter of fiscal 2010, certain businesses and overhead costs were realigned, resulting in changes to historical segment performance. The revenue and operating income results shown below have been adjusted to reflect these changes. All dollar amounts are pre-tax and stated in millions. All comparisons are to the fiscal third quarter of 2009 unless otherwise indicated.

ADT Worldwide


                                          Q3 2010  Q3 2009  % Change
                                          -------  -------  --------
    Revenue                                $1,824   $1,741         5%
    Operating Income                         $222     $220         1%
    Operating Margin                         12.2%    12.6%
    Special Items                            ($53)    ($17)
    Operating Income Before Special Items    $275     $237        16%
    Operating Margin Before Special Items    15.1%    13.6%



ADT's results for the third quarter include Broadview Security, which became part of ADT following the completion of Tyco's acquisition of the business on May 14, 2010. Revenue of $1.8 billion increased 5% in the quarter with organic revenue growth of 3%. Recurring revenue grew 4% organically on a global basis. Systems installation and service revenue was flat as growth in the Asia-Pacific and Latin America regions was offset by continued softness in North America and Europe. The Broadview acquisition contributed $54 million of revenue in the quarter.

Operating income was $222 million in the quarter and the operating margin was 12.2%. Special items of $53 million resulted primarily from restructuring activities and acquisition costs. Operating income before special items of $275 million increased $38 million and included a $12 million benefit related to certain pension plan changes and an $8 million operating loss reflecting the purchase accounting impact of the Broadview transaction. The operating margin before special items improved 150 basis points to 15.1%. The operating margin improvement resulted from growth in ADT's higher-margin recurring revenue business, the benefit of restructuring activities and cost containment actions as well as improved productivity and mix in the systems installation business.

Flow Control


                                          Q3 2010  Q3 2009  % Change
                                          -------  -------  --------
    Revenue                                  $849     $866       (2%)
    Operating Income                         $113     $115       (2%)
    Operating Margin                         13.3%    13.3%
    Special Items                             ($6)     ($8)
    Operating Income Before Special Items    $119     $123       (3%)
    Operating Margin Before Special Items    14.0%    14.2%



Revenue of $849 million declined 2% in the quarter with an organic revenue decline of 7%. A 16% growth in Thermal Controls and an 11% growth in Water was more than offset by a 17% decline in the Valves business. Orders grew 4% year over year excluding the impact of foreign currency. Backlog of $1.5 billion decreased 3% on a quarter sequential basis, excluding currency.

Operating income was $113 million in the quarter and the operating margin was 13.3%. Special items of $6 million resulted from restructuring activities. Operating income before special items was $119 million and the operating margin was 14.0%. The benefits of cost-containment actions and restructuring activities were more than offset by the impact of volume declines.

As announced separately today, Tyco has reached a definitive agreement to sell its European Waterworks business in a transaction expected to close by the end of the fiscal year. Revenue from the Waterworks business of $82 million in the third quarter of 2010 and $89 million in the third quarter of 2009 along with operating income of $7 million in both periods are now included in discontinued operations.

Fire Protection Services


                                          Q3 2010  Q3 2009  % Change
                                          -------  -------  --------
    Revenue                                  $822     $855       (4%)
    Operating Income                          $80      $69        16%
    Operating Margin                          9.7%     8.1%
    Special Items                             ($5)     ($3)
    Operating Income Before Special Items     $85      $72        18%
    Operating Margin Before Special Items    10.3%     8.4%



Revenue of $822 million declined 4% in the quarter with an organic revenue decline of 6%. Growth of 2% in service revenue was more than offset by a 13% decline in installation revenue. Backlog of $1.2 billion increased 5% on a quarter sequential basis, excluding the impact of foreign currency.

Operating income was $80 million in the quarter and the operating margin was 9.7%. Operating income before special items was $85 million and included a $7 million benefit related to certain pension plan changes. The operating margin before special items improved 190 basis points to 10.3% as the benefit of the pension plan changes and cost-containment actions more than offset the decline in revenue.

Safety Products


                                          Q3 2010  Q3 2009  % Change
                                          -------  -------  --------
    Revenue                                  $389     $370         5%
    Operating Income                          $63      $43        47%
    Operating Margin                         16.2%    11.6%
    Special Items                             ($2)     ($6)
    Operating Income Before Special Items     $65      $49        33%
    Operating Margin Before Special Items    16.7%    13.2%



Revenue of $389 million increased 5% in the quarter. Organic revenue grew 7% due to higher volume in Electronic Security and Life Safety.

Operating income was $63 million in the quarter and the operating margin was 16.2%. Operating income before special items was $65 million and the operating margin before special items improved 3.5 percentage points to 16.7% due to increased volume and the benefit of cost-containment actions and restructuring activities.

Electrical and Metal Products


                                          Q3 2010  Q3 2009  % Change
                                          -------  -------  --------
    Revenue                                  $390     $320        22%
    Operating Income                          $40     ($16)       --
    Operating Margin                         10.3%   (5.0%)
    Special Items                             ($1)    ($10)
    Operating Income Before Special Items     $41      ($6)       --
    Operating Margin Before Special Items    10.5%   (1.9%)



Revenue of $390 million increased 22% in the quarter with organic revenue growth of 15%. The revenue increase was driven by better pricing for both steel and copper products.

Operating income was $40 million in the quarter. Operating income before special items of $41 million increased $47 million, primarily due to better steel spreads. The operating margin before special items was 10.5%.

OTHER ITEMS

  • Corporate expense was $143 million in the quarter and included special items of $1 million. Corporate expense also included a charge of $52 million for certain legal reserves.
  • The effective tax rate for the quarter before special items was 5.8%.
  • Restructuring and acquisition-related charges totaled $65 million in the quarter, including $37 million related to the Broadview acquisition.
  • During the third quarter and through July 28, 2010, the company has repurchased 15.8 million shares for $575 million under the $1 billion share repurchase program. The program has a remaining authorization of $325 million.
  • During the quarter, the company issued $500 million of 5-year bonds at 3.375%. Additionally, the company redeemed approximately $875 million of debt resulting in an $87 million loss on extinguishment of debt, which is included in special items.

ABOUT TYCO INTERNATIONAL

Tyco International Ltd. (NYSE: TYC) is a diversified 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 2009 revenue of more than $17 billion and has more than 100,000 employees worldwide. More information on Tyco can be found at http://www.tyco.com/.

CONFERENCE CALL AND WEBCAST

Management will discuss the company's third quarter results for 2010 and outlook for the fourth quarter and full year during a conference call and webcast today beginning at 8:30 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. The participant code is TYCO.
  • An audio replay of the conference call will be available beginning at 11:00 a.m. on July 29, 2010 and ending at 10:59 p.m. CT on August 4, 2010. The dial-in number for participants in the United States is (866) 501-8776. For participants outside the United States, the replay dial-in number is (203) 369-1856.

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 and changes to the fiscal year). 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 existing 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. They may be used as components in the company's incentive compensation plans. Operating income, operating margin, and income and EPS from continuing operations 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. 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 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. 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, as well as its acquisition, divestiture and capital activities. Economic, business, competitive and/or regulatory factors affecting Tyco's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements. Tyco is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in Tyco's Annual Report on Form 10-K for the fiscal year ended Sept. 25, 2009 and in subsequent filings with the Securities and Exchange Commission.

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

                                        Quarters Ended      Nine Months Ended
                                        --------------      -----------------
                                      June       June    June
                                       25,        26,      25,      June 26,
                                       2010       2009     2010         2009
                                       ----       ----     ----         ----
    Net revenue                      $4,274     $4,152  $12,523      $12,560
    Cost of sales                     2,693      2,677    7,912        8,129
    Selling, general and
     administrative expenses          1,163      1,110    3,380        3,422
    Goodwill and intangible asset
     impairments                          -          -        -        2,705
    Restructuring, asset
     impairment and divestiture
     charges, net                        43         31       26          119
       Operating income (loss)          375        334    1,205       (1,815)
    Interest income                       7          9       24           32
    Interest expense                    (71)       (74)    (221)        (225)
    Other (expense) income, net         (85)         -      (73)          11
                                        ---        ---      ---          ---
    Income (loss) from continuing
     operations before income
     taxes                              226        269      935       (1,997)
    Income tax benefit (expense)         26        (24)     (78)         (47)
                                        ---        ---      ---          ---
       Income (loss) from continuing
        operations                      252        245      857       (2,044)
    Income from discontinued
     operations, net of income
     taxes                                4         43       14           43
                                        ---        ---      ---          ---
       Net income (loss)                256        288      871       (2,001)
    Less: noncontrolling interest
     in subsidiaries net income           2          1        5            2
       Net income (loss)
        attributable to Tyco common
        shareholders                   $254       $287     $866      $(2,003)
                                       ====       ====     ====      =======

    Amounts attributable to Tyco
     common shareholders:
    Income (loss) from continuing
     operations                        $250       $244     $852      $(2,046)
    Income from discontinued
     operations                           4         43       14           43
    Net income (loss)
     attributable to Tyco common
     shareholders                      $254       $287     $866      $(2,003)
                                       ====       ====     ====      =======

    Basic earnings per share
     attributable to Tyco common
     shareholders:
    Income (loss) from continuing
     operations                       $0.51      $0.52    $1.77       $(4.32)
    Income from discontinued
     operations                        0.01       0.09     0.03         0.09
    Net income (loss)
     attributable to Tyco common
     shareholders                     $0.52      $0.61    $1.80       $(4.23)
                                      =====      =====    =====       ======
    Diluted earnings per share
     attributable to Tyco common
     shareholders:
    Income (loss) from continuing
     operations                       $0.50      $0.51    $1.76       $(4.32)
    Income from discontinued
     operations                        0.01       0.09     0.03         0.09
    Net income (loss)
     attributable to Tyco common
     shareholders                     $0.51      $0.60    $1.79       $(4.23)
                                      =====      =====    =====       ======

    Weighted-average number of
     shares outstanding:
      Basic                             492        473      481          473
      Diluted                           496        475      484          473




    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 25, 2009 and Quarterly Report on
    Form 10-Q.

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

                                             Quarters Ended
                                             --------------
                                         June            June
                                          25,             26,
                                          2010            2009
                                          ----            ----
    NET REVENUE
    ADT Worldwide                       $1,824          $1,741
    Flow Control                           849             866
    Fire Protection Services               822             855
    Electrical and Metal Products          390             320
    Safety Products                        389             370
    Corporate and Other                      -               -
       Total Net Revenue                $4,274          $4,152
                                        ======          ======

    OPERATING INCOME (LOSS) AND
     MARGIN
    ADT Worldwide                         $222   12.2%    $220   12.6%
    Flow Control                           113   13.3%     115   13.3%
    Fire Protection Services                80    9.7%      69    8.1%
    Electrical and Metal Products           40   10.3%     (16)  -5.0%
    Safety Products                         63   16.2%      43   11.6%
    Corporate and Other                   (143)   N/M      (97)   N/M
        Operating Income (Loss) and
         Margin                           $375    8.8%    $334    8.0%
                                          ====            ====



                                           Nine Months Ended
                                           -----------------
                                         June            June
                                          25,              26,
                                          2010             2009
                                          ----             ----
    NET REVENUE
    ADT Worldwide                       $5,426           $5,257
    Flow Control                         2,505            2,584
    Fire Protection Services             2,462            2,507
    Electrical and Metal Products        1,023            1,066
    Safety Products                      1,107            1,146
    Corporate and Other                      -                -
       Total Net Revenue               $12,523          $12,560
                                       =======          =======

    OPERATING INCOME (LOSS) AND
     MARGIN
    ADT Worldwide                         $786   14.5%    $(420)   N/M
    Flow Control                           306   12.2%      376   14.6%
    Fire Protection Services               206    8.4%        4    N/M
    Electrical and Metal Products           87    8.5%     (950)   N/M
    Safety Products                        164   14.8%     (414)   N/M
    Corporate and Other                   (344)   N/M      (411)   N/M
        Operating Income (Loss) and
         Margin                         $1,205    9.6%  $(1,815)   N/M
                                        ======          =======


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


                                               June 25,        September 25,
                                                      2010               2009
                                                      ----               ----
    Current Assets:
    Cash and cash equivalents                       $1,823             $2,354
    Accounts receivable, net                         2,416              2,544
    Inventories                                      1,417              1,370
    Other current assets                               949                963
    Deferred income taxes                              414                405
    Assets held for sale                               310                404
      Total current assets                           7,329              8,040

    Property, plant and equipment, net               4,090              3,437
    Goodwill                                         9,388              8,791
    Intangible assets, net                           3,417              2,643
    Other assets                                     2,684              2,642
      Total Assets                                 $26,908            $25,553
                                                   =======            =======

    Current Liabilities:
    Short-term debt and current
     maturities of long-term debt                     $535               $245
    Accounts payable                                 1,213              1,198
    Accrued and other current liabilities            2,470              2,438
    Deferred revenue                                   644                588
    Liabilities held for sale                           97                277
      Total current liabilities                      4,959              4,746

    Long-term debt                                   3,633              4,029
    Deferred revenue                                 1,101              1,133
    Other liabilities                                3,074              2,691
      Total Liabilities                            $12,767            $12,599
                                                   =======            =======

    Tyco's shareholders' equity                     14,125             12,941
    Noncontrolling interest                             16                 13
                                                       ---                ---
      Total Equity                                  14,141             12,954

      Total Liabilities and Equity                 $26,908            $25,553
                                                   =======            =======




    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 25, 2009 and Quarterly Report on Form 10-Q for the quarter
    ended March 26, 2010.

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

                                                        Quarters Ended
                                                        --------------
                                                   June 25,      June 26,
                                                       2010          2009
                                                       ----          ----
    Cash Flows from Operating Activities:
    Net income (loss) attributable to Tyco
     common shareholders                               $254          $287
        Noncontrolling interests in subsidiaries
         net income                                       2             1
        Income from discontinued operations, net
         of income taxes                                 (4)          (43)
                                                        ---           ---
    Income (loss) from continuing operations            252           245

    Adjustments to reconcile net cash provided
     by operating activities:
      Goodwill and intangible asset impairments           -             -
      Depreciation and amortization                     304           279
      Non-cash compensation expense                      30            24
      Deferred income taxes                             (91)          (23)
      Provision for losses on accounts
       receivable and inventory                          29            46
      Other non-cash items                               81            21
      Changes in assets and liabilities, net of
       the effects of acquisitions and
       divestitures:
           Accounts receivable, net                     (65)           17
           Inventories                                  (61)          156
           Other current assets                          (8)          111
           Accounts payable                              81           (27)
           Accrued expenses and other liabilities       193          (203)
           Income taxes, net                              -           (25)
           Other                                        (85)           22
    Net cash provided by operating activities           660           643
                                                        ---           ---
    Net cash provided by discontinued
     operating activities                                 9            23

    Cash Flows from Investing Activities:
         Capital expenditures                          (180)         (167)
         Proceeds from disposal of assets                 7             2
         Acquisition of businesses, net of cash
          acquired                                     (448)            -
         Accounts purchased by ADT                     (134)         (130)
         Divestiture of businesses, net of cash
          retained                                       (2)            3
         Other                                            5            36
                                                        ---           ---
    Net cash used in investing activities              (752)         (256)
                                                       ----          ----
    Net cash (used in) provided by
     discontinued investing activities                   (4)            8

    Cash Flows from Financing Activities:
         Net proceeds from issuance of debt            (449)            3
         Proceeds from exercise of share options         24             -
         Dividends paid                                 (97)          (98)
         Repurchase of common shares by subsidiary        -             -
         Repurchase of common shares by treasury       (276)            -
         Transfers from discontinued operations           5            30
         Other                                          (11)            6
    Net cash used in financing activities              (804)          (59)
                                                       ----           ---
    Net cash used in discontinued financing
     activities                                          (5)          (31)

    Effect of currency translation on cash              (14)           32
                                                        ---           ---
    Net (decrease) increase in cash and cash
     equivalents                                       (910)          360
    Net increase (decrease) in cash related to
     discontinued operations                              -             -
    Cash and cash equivalents at beginning of
     period                                           2,733         1,419
                                                      -----         -----

    Cash and cash equivalents at end of period       $1,823        $1,779
                                                     ======        ======

    Reconciliation to "Free Cash Flow":
    Net cash provided by operating activities          $660          $643
    Sale of accounts receivable                          (1)            3
    Capital expenditures, net                          (173)         (165)
    Accounts purchased by ADT                          (134)         (130)
    Purchase accounting and holdback
     liabilities                                          -            (1)
    Voluntary pension contributions                       -             -
                                                        ---           ---
    Free Cash Flow                                     $352          $350




                                                       Nine Months Ended
                                                       -----------------
                                                      June
                                                       25,       June 26,
                                                       2010          2009
                                                       ----          ----
    Cash Flows from Operating Activities:
    Net income (loss) attributable to Tyco
     common shareholders                               $866       $(2,003)
        Noncontrolling interests in subsidiaries
         net income                                       5             2
        Income from discontinued operations, net of
         income taxes                                   (14)          (43)
                                                        ---           ---
    Income (loss) from continuing operations            857        (2,044)

    Adjustments to reconcile net cash provided
     by operating activities:
      Goodwill and intangible asset impairments           -         2,705
      Depreciation and amortization                     869           835
      Non-cash compensation expense                      92            76
      Deferred income taxes                            (127)         (203)
      Provision for losses on accounts receivable
       and inventory                                     93           113
      Other non-cash items                               58            56
      Changes in assets and liabilities, net of
       the effects of acquisitions and
       divestitures:
           Accounts receivable, net                       -           175
           Inventories                                 (127)          175
           Other current assets                          12          (180)
           Accounts payable                              33          (386)
           Accrued expenses and other liabilities        (6)          (12)
           Income taxes, net                             (1)           (3)
           Other                                        (86)          116
    Net cash provided by operating activities         1,667         1,423
                                                      -----         -----
    Net cash provided by discontinued operating
     activities                                          12            12

    Cash Flows from Investing Activities:
         Capital expenditures                          (512)         (494)
         Proceeds from disposal of assets                26             5
         Acquisition of businesses, net of cash
          acquired                                     (600)          (47)
         Accounts purchased by ADT                     (400)         (361)
         Divestiture of businesses, net of cash
          retained                                       26            11
         Other                                           16            31
                                                        ---           ---
    Net cash used in investing activities           (1,444)          (855)
                                                     ------          ----
    Net cash (used in) provided by discontinued
     investing activities                                (7)           35

    Cash Flows from Financing Activities:
         Net proceeds from issuance of debt            (203)          (17)
         Proceeds from exercise of share options         33             1
         Dividends paid                                (311)         (287)
         Repurchase of common shares by subsidiary        -            (3)
         Repurchase of common shares by treasury       (276)            -
         Transfers from discontinued operations           5            47
         Other                                           11             1
    Net cash used in financing activities              (741)         (258)
                                                       ----          ----
    Net cash used in discontinued financing
     activities                                          (5)          (47)

    Effect of currency translation on cash              (13)          (50)
                                                        ---           ---
    Net (decrease) increase in cash and cash
     equivalents                                       (531)          260
    Net increase (decrease) in cash related to
     discontinued operations                              -             -
    Cash and cash equivalents at beginning of
     period                                           2,354         1,519
                                                      -----         -----

    Cash and cash equivalents at end of period       $1,823        $1,779
                                                     ======        ======

    Reconciliation to "Free Cash Flow":
    Net cash provided by operating activities        $1,667        $1,423
    Sale of accounts receivable                           1            13
    Capital expenditures, net                          (486)         (489)
    Accounts purchased by ADT                          (400)         (361)
    Purchase accounting and holdback
     liabilities                                         (3)           (2)
    Voluntary pension contributions                       -             6
                                                        ---           ---
    Free Cash Flow                                     $779          $590



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

                                              Tyco International Ltd.
                                      Organic Growth Reconciliation - Revenue

                                                   (in millions)

                                     Quarter Ended June 25, 2010
                                     ---------------------------

                         Net Revenue                Foreign       Acquisition/
                         -----------                Currency     (Divestiture)
                                                    --------     -------------


    ADT Worldwide        $1,824    4.8%            $32    1.8%    $4    0.2%
    Flow Control            849   -2.0%             40    4.6%     6    0.7%
    Fire Protection
     Services               822   -3.9%             18    2.1%    (1)  -0.1%
    Electrical and Metal
     Products               390   21.9%              9    2.8%    14    4.4%
    Safety Products         389    5.1%              3    0.8%    (8)  -2.2%
    Corporate and Other       -                      -             -
                            ---                    ---           ---
    Total Net Revenue    $4,274    2.9%           $102    2.5%   $15    0.4%
                         ======                   ====           ===




                         Quarter Ended June 25, 2010
                         ---------------------------

                                                             Net Revenue
                                      Organic                           for
                                      Revenue                the Quarter
                                      -------               Ended June 26,
                                                                      2009
                                                                      ----


    ADT Worldwide                                $47   2.7%          $1,741
    Flow Control                                 (63) -7.3%             866
    Fire Protection
     Services                                    (50) -5.8%             855
    Electrical and Metal
     Products                                     47  14.7%             320
    Safety Products                               24   6.5%             370
    Corporate and Other                            -                      -
                                                 ---                    ---
    Total Net Revenue                             $5   0.1%          $4,152
                                                 ===                 ======



                             Nine Months Ended June 25, 2010
                             -------------------------------

                   Net Revenue                Foreign          Acquisition/
                   -----------                Currency        (Divestiture)
                                              --------        -------------


    ADT Worldwide  $5,426    3.2%           $222    4.2%     $(15)  -0.3%
    Flow Control    2,505   -3.1%            214    8.3%        5    0.2%
    Fire
     Protection
     Services       2,462   -1.8%            118    4.7%       (5)  -0.2%
    Electrical
     and Metal
     Products       1,023   -4.0%             34    3.2%       12    1.1%
    Safety
     Products       1,107   -3.4%             39    3.4%      (21)  -1.8%
    Corporate and
     Other              -                      -                -
    Total Net
     Revenue      $12,523   -0.3%           $627    5.0%     $(24)  -0.2%
                  =======                   ====             ====



                    Nine Months Ended June 25, 2010
                    -------------------------------

                                     Organic                  Net Revenue
                                     Revenue                 for the Nine
                                     -------                 Months Ended
                                                            June 26, 2009
                                                            -------------


    ADT Worldwide                              $(38)  -0.7%          $5,257
    Flow Control                               (298) -11.5%           2,584
    Fire Protection
     Services                                  (158)  -6.3%           2,507
    Electrical and
     Metal Products                             (89)  -8.3%           1,066
    Safety Products                             (57)  -5.0%           1,146
    Corporate and
     Other                                        -                       -
    Total Net
     Revenue                                  $(640)  -5.1%         $12,560
                                              =====                 =======



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

    Earnings Per Share Summary
    (Unaudited)

                                                Quarter Ended Quarter Ended
                                                ------------- -------------

                                                June 25, 2010 June 26, 2009
                                                ------------- -------------


     Diluted EPS from Continuing Operations
      Attributable to Tyco Shareholders (GAAP)          $0.50         $0.51
     -----------------------------------------          -----         -----

     Restructuring, net                                  0.06          0.04

     Restructuring charges in cost of sales and
      SG&A                                                             0.01

     Other additional charges resulting from
      restructuring actions                                            0.01

     Acquisition costs                                   0.03

     (Gains)/losses on divestitures, net                               0.01

     Loss on extinguishment of Debt                      0.13


     Total Before Special Items                         $0.72         $0.58
     --------------------------                         -----         -----


    Tyco International Ltd.
    For the Quarter Ended June 25, 2010
    (in millions, except per share data)
    ------------------------------------
    (Unaudited)

                                                                  Fire
                                 ADT             Flow         Protection
                              Worldwide        Control         Services
                              ---------        -------         --------


    Revenue (GAAP)                $1,824           $849              $822
    --------------                ------           ----              ----


                   Electrical &  Safety    Corporate   Revenue
                       Metal
                      Products  Products   and Other   -------
                     ---------  --------   ---------


    Revenue (GAAP)         $390       $389           -    $4,274
    --------------         ----       ----         ---    ------


                                        Operating Income
                                        ----------------
                          ADT       Flow            Fire     Electrical
                       Worldwide  Control        Protection    & Metal
                       ---------  -------         Services    Products
                                                  --------    --------


     Income (Loss)
      (GAAP)                 $222     $114               $80         $40
     -------------           ----     ----               ---         ---

    Discontinued
     Operations /
     Transfers                          (1)


    As Reported (GAAP)       $222     $113               $80         $40
    ------------------       ----     ----               ---         ---

    Restructuring, net         26        6                 5           2

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

    Acquisition costs          24

    (Gains)/losses on
     divestitures, net          3

    Separation Costs

    Loss on
     extinguishment of
     Debt


    Total Before
     Special Items           $275     $119               $85         $41
    --------------           ----     ----               ---         ---


                       Operating Income
                       ----------------
                            Safety      Corporate      Total
                           Products     and Other    Operating
                           --------     ---------      Income
                                                       ------


     Income (Loss)
      (GAAP)                        $63       ($144)       $375
     -------------                  ---       -----        ----

    Discontinued
     Operations /
     Transfers                                    1


    As Reported (GAAP)              $63       ($143)       $375
    ------------------              ---       -----        ----

    Restructuring, net                2           1          42

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

    Acquisition costs                                        24

    (Gains)/losses on
     divestitures, net                           (2)          1

    Separation Costs                              2           2

    Loss on
     extinguishment of
     Debt


    Total Before
     Special Items                  $65       ($142)       $443
    --------------                  ---       -----        ----



                       Interest    Other    Income   Noncontrolling
                        Expense,  Income,
                           net      net     Taxes       Interest
                        --------   -------  -----       --------


     Income (Loss)
      (GAAP)                ($64)     ($85)     $26             ($2)
     -------------          ----      ----      ---             ---

    Discontinued
     Operations /
     Transfers


    As Reported (GAAP)      ($64)     ($85)     $26             ($2)
    ------------------      ----      ----      ---             ---

    Restructuring, net                          (14)

    Restructuring
     charges in cost
     of sales and SG&A

    Acquisition costs                            (9)

    (Gains)/losses on
     divestitures, net

    Separation Costs

    Loss on
     extinguishment of
     Debt                               87      (25)


    Total Before
     Special Items          ($64)       $2     ($22)            ($2)
    --------------          ----       ---     ----             ---



                                             Diluted EPS
                             Income from         from
                              Continuing      Continuing
                              Operations     Operations
                            Attributable    Attributable
                               to Tyco         to Tyco
                            Shareholders    Shareholders
                            ------------    ------------


     Income (Loss)
      (GAAP)                         $250           $0.50
     -------------                   ----           -----

    Discontinued
     Operations /
     Transfers


    As Reported (GAAP)               $250           $0.50
    ------------------               ----           -----

    Restructuring, net                 28            0.06

    Restructuring
     charges in cost
     of sales and SG&A                 (1)          (0.00)

    Acquisition costs                  15            0.03

    (Gains)/losses on
     divestitures, net                  1            0.00

    Separation Costs                    2            0.00

    Loss on
     extinguishment of
     Debt                              62            0.13


    Total Before
     Special Items                   $357           $0.72
    --------------                   ----           -----




     Diluted Shares Outstanding                       496
     --------------------------                       ---
    Diluted Shares Outstanding - Before Special Items 496
    ------------------------------------------------- ---


    Tyco International Ltd.
    For the Quarter Ended June 26, 2009
    (in millions, except per share data)
    (Unaudited)

                                          ADT      Flow     Fire   Electrical
                                                                      & Metal
                                       Worldwide Control Protection  Products
                                       --------- -------  Services   --------
                                                          --------
    Previously Reported Revenue (GAAP)      $1,730   $954       $856      $320
    ----------------------------------      ------   ----       ----      ----

    Discontinued Operations                           (88)

    Segment Realignment / Transfers             11                (1)

    Recasted Revenue (GAAP)                 $1,741   $866       $855      $320
    -----------------------                 ------   ----       ----      ----


                                        Operating Income
                                        ----------------
                                  ADT       Flow       Fire   Electrical
                               Worldwide  Control   Protection  & Metal
                               ---------  -------    Services   Products
                                                     --------   --------


     As Previously Reported
      (GAAP)                          $233    $122          $67      ($17)
     ----------------------           ----    ----          ---      ----

    Discontinued Operations                     (5)

    Segment Realignment /
     Transfers                         (13)     (2)           2         1

    As Reported (GAAP)                $220    $115          $69      ($16)
    ------------------                ----    ----          ---      ----

    Restructuring and asset
     impairment charges, net            12       3            3         4

    Restructuring charges in
     cost of sales and SG&A              3                              2

    Other additional charges
     resulting from
     restructuring actions               2       4                      1

    (Gains)/losses on
     divestitures, net                           1                      3

    Total Before Special Items        $237    $123          $72       ($6)
    --------------------------        ----    ----          ---       ---


                                   Operating Income
                                   ----------------
                                        Safety      Corporate   Operating
                                       Products     and Other     Income
                                       --------     ---------     ------


     As Previously Reported (GAAP)              $34      ($100)       $339
     -----------------------------              ---      -----        ----

    Discontinued Operations                                             (5)

    Segment Realignment /
     Transfers                                    9          3           -

    As Reported (GAAP)                          $43       ($97)       $334
    ------------------                          ---       ----        ----

    Restructuring and asset
     impairment charges, net                      3          2          27

    Restructuring charges in cost
     of sales and SG&A                                                   5

    Other additional charges
     resulting from restructuring
     actions                                      3                     10

    (Gains)/losses on
     divestitures, net                                                   4


    Total Before Special Items                  $49       ($95)       $380
    --------------------------                  ---       ----        ----



                             Interest    Other    Income   Noncontrolling
                              Expense,  Income,
                                 net      net     Taxes       Interest
                              --------   -------  -----       --------


     As Previously Reported
      (GAAP)                      ($65)       $1     ($31)            ($1)
     ----------------------       ----       ---     ----             ---

    Discontinued Operations                   (1)       7

    Segment Realignment /
     Transfers

    As Reported (GAAP)            ($65)        -     ($24)            ($1)
    ------------------            ----       ---     ----             ---

    Restructuring and asset
     impairment charges, net                           (8)

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

    Other additional charges
     resulting from
     restructuring actions                             (3)

    (Gains)/losses on
     divestitures, net                                  1

    Total Before Special
     Items                        ($65)        -     ($36)            ($1)
    --------------------          ----       ---     ----             ---



                                                                  Diluted EPS
                                                    Income from       from
                                                     Continuing    Continuing
                                                     Operations   Operations
                                                    Attributable Attributable
                                                       to Tyco      to Tyco
                                                    Shareholders Shareholders
                                                    ------------ ------------


     As Previously Reported (GAAP)                          $243         $0.51
     -----------------------------                          ----         -----

    Discontinued Operations                                    1

    Segment Realignment / Transfers                            -

    As Reported (GAAP)                                      $244         $0.51
    ------------------                                      ----         -----

    Restructuring and asset impairment charges, net           19          0.04

    Restructuring charges in cost of sales and SG&A            3          0.01

    Other additional charges resulting from
     restructuring actions                                     7          0.01

    (Gains)/losses on divestitures, net                        5          0.01


    Total Before Special Items                              $278         $0.58
    --------------------------                              ----         -----


    Diluted Shares Outstanding                                       475
     Diluted Shares Outstanding - Before Special Items               475


SOURCE Tyco International Ltd.