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Tyco International Reports Fourth Quarter Earnings from Continuing Operations Before Special Items of $0.81 Per Share and GAAP Earnings of $0.55 Per Share
 
    PEMBROKE, Bermuda, Nov. 11 /PRNewswire-FirstCall/ --

    ($ millions, except per-share amounts)


                                 Q4       Q4      %       FY      FY      %
                                2008     2007   Change   2008    2007   Change

    Revenue                    $5,284   $4,952    7%   $20,199  $18,477    9%
    Income (Loss) from
     Continuing Operations       $264     $209   26%    $1,095  ($2,524)  N/A
    Diluted EPS from Continuing
     Operations                 $0.55    $0.42   31%     $2.25  ($5.10)   N/A
    Special Items              ($0.26)  ($0.15)         ($0.81) ($6.99)
    Income from Continuing Ops
     Before Special Items        $387     $284   36%    $1,493    $948    57%
    Diluted EPS from Continuing
     Ops Before Special Items   $0.81    $0.57   42%     $3.06   $1.89    62%


    -- Revenue increased 7% with organic revenue growth of 4%
    -- Company achieved operating margin of 8.1% and operating margin before
       special items of 11.0%
    -- Company had strong cash flow quarter
    -- Quarterly dividend increased 33% during the quarter to $0.20 per share
    -- Company's long-term debt rating improved to BBB+

Tyco International Ltd. (NYSE: TYC; BSX: TYC) today reported $0.55 in diluted earnings per share (EPS) from continuing operations for the fiscal fourth quarter of 2008 and diluted EPS from continuing operations before special items of $0.81. Diluted EPS from continuing operations was negatively impacted by special items which totaled $0.26 per share, primarily for restructuring activities. Diluted EPS from continuing operations before special items increased 42% compared to the fourth quarter of 2007.

Revenue in the quarter increased 7% to $5.3 billion, with organic revenue growth of 4%. The company's operating margin was 8.1% and the operating margin before special items was 11.0%. For the full year, revenue increased 9% to $20.2 billion, with organic revenue growth of 5%. The company's operating margin for the full year was 9.6% and the operating margin before special items was 11.0%.

Cash from operating activities was $1.0 billion in the quarter. The company had free cash flow of $759 million which was negatively impacted by $62 million primarily for restructuring activities.

Tyco Chairman and Chief Executive Officer Ed Breen said, "We delivered solid results in the fourth quarter and for the full year, with good revenue growth and operating income improvement. We continued to make progress on our key initiatives to improve our operations, refine our portfolio and carefully allocate our capital. While we always take a disciplined approach to managing our businesses, this is an area of intense focus in this period of economic uncertainty. Our strong balance sheet and cash flow provide us with flexibility to strengthen our businesses through internal investments and bolt-on acquisitions."

Organic revenue growth, free cash flow, operating income before special items, operating margin before special items, income from continuing operations before special items and diluted EPS from continuing operations before special items are all non-GAAP financial measures and are described below. For a reconciliation of these non-GAAP measures, see the attached tables. Additional schedules can be found at www.tyco.com on the Investor Relations portion of Tyco's 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 fourth quarter of 2007 unless
otherwise indicated.


    ADT Worldwide
                                 Q4       Q4      %       FY      FY      %
                                2008     2007   Change   2008    2007   Change

    Revenue                    $2,052   $1,989    3%    $8,017  $7,648    5%
    Operating Income             $200     $241  (17%)     $910    $842    8%
    Operating Margin              9.7%    12.1%           11.4%   11.0%
    Special Items                ($48)    ($16)           ($97)  ($129)
    Operating Income Before
     Special Items               $248     $257   (4%)   $1,007    $971    4%
    Operating Margin Before
     Special Items               12.1%    12.9%           12.6%   12.7%

Revenue increased 3% in the quarter with organic revenue growth of 0.5%. Recurring revenue grew 5% organically and improved across all regions. Systems installation and service revenue declined 3.5% organically due to weakness in North America and Europe, mostly as a result of lower sales to the retailer end market in North America and Europe and softness in the U.K. commercial market. This was partially offset by continued strong growth in the rest of the world.

Operating income was $200 million in the quarter and the operating margin was 9.7%. Special items consisted of $48 million of restructuring charges. Operating income before special items was $248 million and the operating margin before special items was 12.1% which was negatively impacted by 70 basis points primarily for legal matters and by approximately 40 basis points related to the acquisition of First Service Security.

    For the full year, revenue increased 5% to $8 billion with organic revenue
growth of 2%.  Operating income was $910 million and the operating margin was
11.4%.  Operating income before special items increased 4% to more than $1
billion and the operating margin before special items was 12.6%, which was
adversely impacted by approximately 50 basis points related to the analog-to-
digital conversion.


    Flow Control
                                 Q4       Q4      %       FY      FY      %
                                2008     2007   Change   2008    2007   Change

    Revenue                    $1,188   $1,071   11%    $4,418  $3,766   17%
    Operating Income             $152     $123   24%      $618    $457   35%
    Operating Margin             12.8%   11.5%            14.0%   12.1%
    Special Items                 ($9)   ($12)            ($14)   ($29)
    Operating Income Before
     Special Items               $161    $135    19%      $632    $486   30%
    Operating Margin Before
     Special Items               13.6%   12.6%            14.3%   12.9%

Revenue increased 11% in the quarter with organic revenue growth of 6.5% led by continued growth in the Valves business, which grew 15% organically. This was offset by a 6% organic revenue decline in the Water business primarily due to reduced water pipeline project activity in Australia.

Operating income was $152 million in the quarter and the operating margin was 12.8%. Operating income before special items increased 19% to $161 million and the operating margin before special items improved by 100 basis points to 13.6%. The increase in the operating income and margin before special items was led by the Valves and Thermal Controls businesses.

For the full year, revenue increased 17% to $4.4 billion with organic revenue growth of 9%. Operating income was $618 million and the operating margin was 14.0%. Operating income before special items increased 30% to $632 million and the operating margin before special items improved by 140 basis points to 14.3% due to higher revenue and productivity improvements.


    Fire Protection Services
                                 Q4       Q4      %       FY      FY      %
                                2008     2007   Change   2008    2007   Change

    Revenue                     $944     $911     4%    $3,553  $3,366    6%
    Operating Income             $74      $80    (8%)     $321    $258   24%
    Operating Margin             7.8%     8.8%             9.0%    7.7%
    Special Items               ($30)     ($8)            ($31)   ($23)
    Operating Income Before
     Special Items              $104      $88    18%      $352    $281   25%
    Operating Margin Before
     Special Items              11.0%     9.7%             9.9%    8.3%

Revenue increased 4% in the quarter with organic revenue growth of 2%. The North America SimplexGrinnell business grew 7% organically due to higher levels of service and installation activities. The international fire businesses declined due to the planned exit of certain non-core fire activities.

Operating income was $74 million in the quarter and the operating margin was 7.8%. Special items of $30 million consisted primarily of restructuring charges in Europe. Operating income before special items increased 18% to $104 million and the operating margin before special items increased 130 basis points to 11.0%, with improvements in SimplexGrinnell as well as our international businesses.

For the full year, revenue increased 6% to $3.6 billion with organic revenue growth of 2%. Operating income was $321 million and the operating margin was 9%. Operating income before special items increased 25% to $352 million and the operating margin before special items improved 160 basis points to 9.9%.


    Electrical and Metal Products
                                 Q4       Q4      %       FY      FY      %
                                2008     2007   Change   2008    2007   Change

    Revenue                     $591     $533     11%   $2,272  $1,974    15%
    Operating Income             $88      $45     96%     $342    $159   115%
    Operating Margin            14.9%     8.4%            15.1%    8.1%
    Special Items               ($31)     ($7)            ($43)    ($7)
    Operating Income Before
     Special Items              $119      $52    129%     $385    $166   132%
    Operating Margin Before
     Special Items              20.1%     9.8%            16.9%    8.4%

Revenue increased 11% in the quarter with organic revenue growth of 9%. The increase in revenue was driven by better pricing for steel tubular and copper products partially offset by lower volume.

Operating income was $88 million in the quarter and the operating margin was 14.9%. Special items consisted of $31 million of restructuring charges. Operating income before special items of $119 million improved primarily due to better metal spreads and continuing productivity improvements.

For the full year, revenue increased 15% to $2.3 billion with organic revenue growth of 13%. Operating income was $342 million and the operating margin was 15.1%. Operating income before special items more than doubled to $385 million. The operating margin before special items was 16.9%.


    Safety Products
                                 Q4       Q4      %       FY      FY      %
                                2008     2007   Change   2008    2007   Change

    Revenue                     $507     $447    13%    $1,934  $1,719   13%
    Operating Income             $65      $65     0%      $284    $274    4%
    Operating Margin            12.8%    14.5%            14.7%   15.9%
    Special Items               ($34)    ($19)            ($73)   ($39)
    Operating Income Before
     Special Items               $99      $84    18%      $357    $313   14%
    Operating Margin Before
     Special Items              19.5%    18.8%            18.5%   18.2%

Revenue increased 13% in the quarter with organic revenue growth of 11% led by the fire suppression and life safety businesses.

Operating income was $65 million in the quarter and the operating margin was 12.8%. Special items consisted of $34 million of restructuring charges. Operating income before special items increased 18% to $99 million and the operating margin before special items improved 70 basis points to 19.5% due to higher revenue and productivity while investments in R&D and sales and marketing increased.

For the full year, revenue increased 13% to $1.9 billion with organic revenue growth of 8%. Operating income was $284 million and the operating margin was 14.7%. Special items for the full year consisted of $73 million of restructuring charges. Operating income before special items was $357 million and the operating margin before special items was 18.5%.

OTHER ITEMS

-- Corporate and Other expense in the quarter was $150 million including $2 million of income from special items. Corporate expense was negatively impacted by certain foreign exchange transactions.

-- Restructuring charges of $111 million in the fourth quarter were incurred as part of the company's previously-announced restructuring program.

-- The GAAP tax rate for the quarter was 24.7% and was favorably impacted by 50 basis points for tax benefits related to special items. The GAAP tax rate for the full year was 23.4% and was favorably impacted by 1.2 percentage points of tax benefits related to special items.

-- Since announcing a new $1 billion share repurchase program in July, the company repurchased 2.5 million shares for $100 million.

-- In September, the company announced a 33% increase in its fourth quarter dividend from $0.15 to $0.20.

-- During September, Standard & Poors and Fitch Ratings each raised their long-term debt rating on Tyco to BBB+ from BBB.

-- Tyco continues to make progress in its portfolio refinement activities including last month's acquisition of Vue Technology, Inc., a leading provider of radio frequency identification (RFID) technology for its Sensormatic business.

ABOUT TYCO INTERNATIONAL

Tyco International (NYSE: TYC) is a diversified, global company that provides vital products and services to customers in more than 60 countries. Tyco is a leading provider of security products and services, fire protection and detection products and services, valves and controls, and other industrial products. Tyco had 2008 revenue of more than $20 billion and has more than 110,000 employees worldwide. More information on Tyco can be found at www.tyco.com.

CONFERENCE CALL AND WEBCAST

Management will discuss the company's fourth quarter results and 2009 outlook during a conference call and webcast for investors today beginning at 8:30 am 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 (888) 455-5685. The telephone dial-in number for participants outside the United States is (773) 799-3896. The passcode for the call is TYCO.

-- An audio replay of the conference call will be available beginning at 11:00 a.m. on November 11, 2008 and ending at 10:59 p.m. on November 18, 2008. The dial-in number for participants in the United States is (866) 465-1306. For participants outside the United States, the replay dial-in number is (203) 369-1423.

NON-GAAP MEASURES

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

Organic revenue growth is a useful measure used by the company to measure the underlying results and trends in the business. The difference between reported net revenue growth (the most comparable GAAP measure) and organic revenue growth (the non-GAAP measure) consists of the impact from foreign currency, acquisitions and divestitures, and other changes that do not reflect the underlying results and trends (for example, revenue reclassifications and changes to the fiscal year). Organic revenue growth is a useful measure of the company's performance because it excludes items that: i) are not completely under management's control, such as the impact of foreign currency exchange; or ii) do not reflect the underlying growth of the company, such as acquisition and divestiture activity. It may be used as a component of the company's compensation programs. The limitation of this measure is that it excludes items that have an impact on the company's revenue. This limitation is best addressed by using organic revenue growth in combination with the GAAP numbers. See the accompanying tables to this press release for the reconciliation presenting the components of organic revenue growth.

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

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

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

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

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

The company has presented its operating income from continuing operations, operating income and operating margin before special items and EPS from continuing operations before special items, and forecast its EPS from continuing operations before special items. Special Items include charges and gains related to divestitures, acquisitions, restructurings and other income or charges that may mask the underlying operating results and/or business trends of the company or business segment, as applicable. The company utilizes income from continuing operations, EPS and operating income and margin, in each case 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 may be used as significant components in the company's incentive compensation plans. Operating income, operating margin, income from continuing operations before special items and EPS before special items are useful measures for investors because they permit more meaningful comparisons of the company's underlying operating results and business trends between periods. EPS before special items does not reflect any additional adjustments that are not reflected in income from continuing operations before special items. The difference between income from continuing operations before special items and operating income and margin before special items versus income from continuing operations, operating income and operating margin (the most comparable GAAP measures) consists of the impact of charges and gains related to divestitures, acquisitions, restructurings and other income or charges that may mask the underlying operating results and/or business trends. The limitation of these measures is that they exclude the impact (which may be material) of items that increase or decrease the company's reported operating income from continuing operations, EPS and operating income and margin. This limitation is best addressed by using operating income and operating margin before special items in combination with the most comparable GAAP measures in order to better understand the amounts, character and impact of any increase or decrease on reported results.

The company presents its EPS forecast before special items to give investors a perspective on the underlying business results. Because the company often cannot predict the amount and timing of unusual or special items and associated charges or gains that may be recorded in the company's financial statements, it does not present forecasts that include the impact of those items. See the accompanying tables to this press release for the reconciliation presenting the components of operating income before special items.

FORWARD-LOOKING STATEMENTS

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The forward-looking statements in this release include statements addressing the company's future financial condition and operating results, as well as its portfolio refinement 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. 28, 2007 and Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2008.



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

                                          Quarter Ended    Twelve Months Ended
                                       Sept 26,  Sept 28,  Sept 26,   Sept 28,
                                         2008      2007      2008       2007

    Net revenue                         $5,284   $4,952    $20,199    $18,477
    Cost of sales                        3,417    3,274     13,123     12,217
    Selling, general and administrative
     expenses                            1,301    1,218      4,906      4,776
    Class action settlement, net            (3)     (13)       (10)     2,862
    Separation costs                         -       20          4        105
    Goodwill impairment                      9        -          9         46
    Restructuring, asset impairment and
     divestiture charges, net              131       56        226        203
       Operating income (loss)             429      397      1,941     (1,732)
    Interest income                         11       50        110        104
    Interest expense                       (73)    (105)      (396)      (313)
    Other (expense) income, net            (19)       2       (224)      (255)
       Income (loss) from continuing
        operations before income
         taxes and minority interest       348      344      1,431     (2,196)
    Income taxes                           (86)    (134)      (335)      (324)
    Minority interest                        2       (1)        (1)        (4)
       Income (loss) from continuing
        operations                         264      209      1,095     (2,524)
    Income (loss) from discontinued
     operations, net of income taxes       170      (28)       458        782
       Net income (loss)                  $434     $181     $1,553    $(1,742)

    Basic earnings per common share:
       Income (loss) from continuing
        operations                       $0.56    $0.42      $2.26     $(5.10)
       Income (loss) from discontinued
        operations                        0.35    (0.06)      0.95       1.58
       Net income (loss)                 $0.91    $0.36      $3.21     $(3.52)
    Diluted earnings per common share:
       Income (loss) from continuing
        operations                       $0.55    $0.42      $2.25     $(5.10)
       Income (loss) from discontinued
        operations                        0.36    (0.06)      0.94       1.58
       Net income (loss)                 $0.91    $0.36      $3.19     $(3.52)

    Weighted-average number of shares
     outstanding:
      Basic                                475      496        484        495
      Diluted                              478      500        488        495


    NOTE: These financial statements should be read in conjunction with the
Consolidated Financial Statements and accompanying notes contained in the
Company's Annual Report on Form 10-K for the fiscal year ended September 28,
2007 and Quarterly Report on Form 10-Q for the quarterly period ended June 27,
2008.


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

                                           Quarter Ended
                                 Sept 26, 2008     Sept 28, 2007

    NET REVENUE
    ADT Worldwide                  $2,052                $1,989
    Flow Control                    1,188                 1,071
    Fire Protection Services          944                   911
    Electrical and Metal Products     591                   533
    Safety Products                   507                   447
    Corporate and Other                 2                     1
       Total Net Revenue           $5,284                $4,952

    OPERATING INCOME AND MARGIN
    ADT Worldwide                    $200     9.7%         $241   12.1%
    Flow Control                      152    12.8%          123   11.5%
    Fire Protection Services           74     7.8%           80    8.8%
    Electrical and Metal Products      88    14.9%           45    8.4%
    Safety Products                    65    12.8%           65   14.5%
    Corporate and Other              (150)     N/M         (157)    N/M
       Operating Income (Loss)
        and Margin                   $429     8.1%         $397    8.0%


                                       Twelve Months Ended
                                 Sept 26, 2008       Sept 28, 2007

    NET REVENUE
    ADT Worldwide                  $8,017                $7,648
    Flow Control                    4,418                 3,766
    Fire Protection Services        3,553                 3,366
    Electrical and Metal Products   2,272                 1,974
    Safety Products                 1,934                 1,719
    Corporate and Other                 5                     4
       Total Net Revenue          $20,199               $18,477

    OPERATING INCOME AND MARGIN
    ADT Worldwide                    $910    11.4%         $842   11.0%
    Flow Control                      618    14.0%          457   12.1%
    Fire Protection Services          321     9.0%          258    7.7%
    Electrical and Metal Products     342    15.1%          159    8.1%
    Safety Products                   284    14.7%          274   15.9%
    Corporate and Other              (534)     N/M       (3,722)    N/M
       Operating Income (Loss)
        and Margin                 $1,941     9.6%      $(1,732)  -9.4%



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

                                               Sept 26, 2008     Sept 28, 2007
    Current Assets:
    Cash and cash equivalents                       $1,519            $1,894
    Accounts receivable, net                         2,987             2,900
    Inventories                                      1,865             1,783
    Class action settlement escrow                       -             2,992
    Other current assets                             1,257             1,157
    Deferred income taxes                              529               458
    Assets held for sale                               384             1,385
      Total current assets                           8,541            12,569

    Property, plant and equipment, net               3,503             3,526
    Goodwill                                        11,498            11,499
    Intangible assets, net                           2,655             2,653
    Other assets                                     2,607             2,568
      Total Assets                                 $28,804           $32,815

    Current Liabilities:
    Short-term debt and current maturities
     of long-term debt                                $555              $380
    Accounts payable                                 1,611             1,637
    Class action settlement liability                    -             2,992
    Accrued and other current liabilities            2,756             2,869
    Deferred revenue                                   607               583
    Liabilities held for sale                          128               662
      Total current liabilities                      5,657             9,123

    Long-term debt                                   3,709             4,082
    Other liabilities                                3,930             3,919
      Total Liabilities                             13,296            17,124

    Minority interest                                   14                67

    Shareholders' equity                            15,494            15,624

      Total Liabilities and Shareholders' Equity   $28,804           $32,815


    NOTE: These financial statements should be read in conjunction with the
Consolidated Financial Statements and accompanying notes contained in the
Company's Annual Report on Form 10-K for the fiscal year ended September
28, 2007 and Quarterly Report on Form 10-Q for the quarterly period ended
June 27, 2008.



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

                                           Quarter Ended   Twelve Months Ended
                                         Sept 26,  Sept 28, Sept 26,  Sept 28,
                                           2008      2007     2008       2007
    Cash Flows from Operating
     Activities:
    Net income (loss)                      $434      $181   $1,553    $(1,742)
        (Income) loss from discontinued
          operations                       (170)       28     (458)      (782)

    Income from continuing operations       264       209    1,095     (2,524)
    Adjustments to reconcile net cash
     provided by operating activities:
      Depreciation and amortization         300       281    1,154      1,148
      Non-cash compensation expense          21        52       99        173
      Deferred income taxes                  21        58      (94)       (16)
      Provision for losses on accounts
       receivable and inventory              36        32      135         94
      Loss on the retirement of debt          -         -      258        259
      Goodwill impairment                     9         -        9         46
      Other non-cash items                   62        21      138         56
        Changes in assets and liabilities,
         net of the effects of acquisitions
         and divestitures:
           Accounts receivable, net          67        72     (176)      (136)
           Inventories                       35       103     (138)      (163)
           Other current assets               2        52       11        154
           Accounts payable                 119       148      (16)        65
           Accrued and other liabilities    205       147     (152)       (68)
           Class action settlement
            liability                         -         -   (3,020)     2,992
           Income taxes, net                (87)      (20)     (95)      (250)
           Other                            (18)     (152)     (80)       (16)
    Net cash provided by (used in)
     operating activities                 1,036     1,003     (872)     1,814
    Net cash provided by (used in)
     discontinued operating activities        7         8      (18)     2,498

    Cash Flows from Investing
     Activities:
         Capital expenditures              (189)     (195)    (734)      (666)
         Proceeds from disposal of
          assets                             14         9       28         23
         Acquisition of businesses, net
          of cash acquired                 (255)       (5)    (347)       (31)
         Accounts purchased from ADT
          dealer network                   (107)     (136)    (376)      (409)
         Liquidation of rabbi trust
          investments                         -         -        -        271
         Class action settlement escrow       -         -    2,960     (2,960)
         Other                               17        (5)      32         32
    Net cash (used in) provided by
     investing activities                  (520)     (332)   1,563     (3,740)
    Net cash provided by (used in)
     discontinued investing activities      415       (18)     894       (810)

    Cash Flows from Financing
     Activities:
         Net repayments of debt            (347)       (1)    (547)    (5,928)
         Proceeds from exercise of share
          options                             9        18       49        406
         Dividends paid                     (71)        -     (292)      (791)
         Repurchase of common shares by
          subsidiary                        (98)      (59)    (854)      (727)
         Repurchase of common shares
          held in Treasury                 (192)        -     (192)         -
         Transfers from discontinued
          operations                        422       (67)     880      8,585
         Other                               (4)       (9)     (72)        12
    Net cash (used in) provided by
     financing activities                  (281)     (118)  (1,028)     1,557
    Net cash (used in) provided by
     discontinued financing activities     (422)       66     (876)      (950)

    Effect of currency translation on
     cash                                   (58)       31      (38)        70
    Effect of currency translation on
     cash of discontinued operations          -         -        -         33
    Net increase (decrease) in cash and
     cash equivalents                       177       640     (375)       472
    Less:  net increase in cash related
     to discontinued operations               -       (56)       -       (771)
    Cash and cash equivalents at
     beginning of period                  1,342     1,310    1,894      2,193

    Cash and cash equivalents at end of
     period                              $1,519    $1,894   $1,519     $1,894

    Reconciliation to "Free Cash Flow":
    Net cash provided by (used in)
     operating activities                $1,036    $1,003    $(872)    $1,814
    Decrease in sale of accounts
     receivable                               2         1       14          7
    Capital expenditures, net              (175)     (186)    (706)      (643)
    Accounts purchased from ADT dealer
     network                               (107)     (136)    (376)      (409)
    Purchase accounting and holdback
     liabilities                              -        (5)      (2)       (10)
    Voluntary pension contributions           3         -        4         23
    Free Cash Flow                         $759      $677  $(1,938)      $782

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 September 26, 2008

                                                       Foreign    Acquisition/
                                     Net Revenue      Currency    Divestiture
    ADT Worldwide                   $2,052    3.2%    $4     0.2%   $50   2.5%
    Flow Control                     1,188   10.9%    44     4.1%     6   0.5%
    Fire Protection Services           944    3.6%    11     1.2%     -   0.0%
    Electrical and Metal Products      591   10.9%    10     1.9%     1   0.2%
    Safety Products                    507   13.4%     9     2.0%     2   0.4%
    Corporate and Other                  2  100.0%    (1) -100.0%     -   0.0%
       Total Net Revenue            $5,284    6.7%   $77     1.6%   $59   1.2%


                                                                 Net Revenue
                                                                   for the
                                                                Quarter Ended
                                                     Organic       September
                                        Other    Revenue Growth    28, 2007
    ADT Worldwide                     $-    0.0%    $9    0.5%      $1,989
    Flow Control                      (3)  -0.3%    70    6.5%       1,071
    Fire Protection Services           -    0.0%    22    2.4%         911
    Electrical and Metal Products      -    0.0%    47    8.8%         533
    Safety Products                    -    0.0%    49   11.0%         447
    Corporate and Other                -    0.0%     2  200.0%           1
       Total Net Revenue             $(3)  -0.1%  $199    4.0%      $4,952


                      Twelve Months Ended September 26, 2008

                                                        Foreign   Acquisition/
                                        Net Revenue     Currency  Divestiture
    ADT Worldwide                      $8,017    4.8%  $213  2.8%   $49  0.6%
    Flow Control                        4,418   17.3%   314  8.3%    16  0.4%
    Fire Protection Services            3,553    5.6%   125  3.8%     -  0.0%
    Electrical and Metal Products       2,272   15.1%    44  2.2%     1  0.1%
    Safety Products                     1,934   12.5%    76  4.4%     1  0.1%
    Corporate and Other                     5   25.0%     -  0.0%     -  0.0%
       Total Net Revenue              $20,199    9.3%  $772  4.2%   $67  0.4%


                                                                  Net Revenue
                                                                    for the
                                                                     Twelve
                                                                  Months Ended
                                                 Organic Revenue   September
                                        Other         Growth        28, 2007
    ADT Worldwide                    $(22)  -0.3%  $129   1.7%       $7,648
    Flow Control                      (10)  -0.3%   332   8.8%        3,766
    Fire Protection Services            -    0.0%    62   1.8%        3,366
    Electrical and Metal Products       -    0.0%   253  12.8%        1,974
    Safety Products                     -    0.0%   138   8.0%        1,719
    Corporate and Other                 -    0.0%     1  25.0%            4
       Total Net Revenue             $(32)  -0.2%  $915   5.0%      $18,477

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



    Tyco International Ltd.
    Earnings Per Share Summary

                                         Quarter Ended                 Year
                                                                       Ended

                          Dec. 29,   March 30,  June 29,  Sept. 28,  Sept. 28,
                            2006      2007        2007      2007        2007


    Diluted EPS from
     Continuing Operations  $0.31     $0.33     ($6.17)     $0.42      ($5.10)

    Restructuring charges
     in cost of sales and
     SG&A                              0.00       0.00       0.01        0.01

    Class action settlement,
     net                                          5.83      (0.02)       5.81

    Separation costs         0.07      0.10       0.69       0.08        0.93

    Losses on divestitures             0.00       0.00                  (0.00)

    Restructuring and asset
     impairment charges,
     net                     0.10      0.02       0.07       0.07        0.26

    Goodwill impairment                           0.09                   0.09

    Tax items                         (0.12)                            (0.12)

    Voluntary Replacement
     Program                                                 0.01        0.01

    Reserve Adjustment

    Legacy Legal Settlement

    Diluted EPS from
     Continuing Operations
     Before Special Items   $0.48     $0.33      $0.51      $0.57       $1.89


                                                                        Year
                                            Quarter Ended              Ended

                          Dec. 28,   March 28,  June 27,  Sept. 26,  Sept. 26,
                            2007       2008       2008       2008       2008

    Diluted EPS from
     Continuing Operations  $0.72     $0.56      $0.41      $0.55       $2.25

    Restructuring charges
     in cost of sales
     and SG&A                0.01      0.01       0.01       0.02        0.04

    Class action settlement,
     net                                         (0.01)     (0.01)      (0.02)

    Separation costs        (0.08)     0.01       0.39       0.04        0.36

    Losses on divestitures                        0.00                   0.00

    Restructuring and asset
     impairment charges,
     net                     0.02      0.06       0.06       0.19        0.33

    Goodwill impairment                                      0.02        0.02

    Tax items                0.04      0.00                              0.04

    Voluntary Replacement
     Program

    Reserve Adjustment                (0.01)                            (0.02)

    Legacy Legal Settlement            0.04       0.02                   0.06

    Diluted EPS from
     Continuing Operations
     Before Special Items   $0.71     $0.67      $0.88      $0.81       $3.06



    Tyco International Ltd.
    For the Twelve Months Ended September 26, 2008
    (in millions, except per share data)

                              Fire      Electrical             Corp-
            ADT      Flow   Protection   & Metal    Safety     orate
         Worldwide  Control  Services    Products   Products  & Other  Revenue

    Revenue  $2,052  $1,188     $944        $591       $507       $2    $5,284



                               Fire      Electrical            Corp-    Oper-
            ADT      Flow   Protection   & Metal    Safety     orate    ating
         Worldwide  Control  Services    Products   Products  & Other   Income

    Operating
     Income    $200   $152     $74        $88        $65      ($150)    $429

    Restructur
     -ing charges
     in cost of
     sales and
     SG&A         1      6       1          3          2                  13

    Class action
     settlement,
     net                                                         (3)      (3)

    Separation
     costs

    Losses on
     divestitures

    Restructuring
     and asset
     impairment
     charges,
     net         47      3      20         28         32          1      131

    Goodwill
     impairment                  9                                         9

    Tax items

    Voluntary
     Replacement
     Program

    Reserve
     Adjustment

    Legacy Legal
     Settlement

    Operating
     Income
     Before
     Special
     Items     $248   $161    $104      $119         $99      ($152)    $579


                                                        Income       Diluted
                Interest   Other                         from        EPS from
                Expense,  Expense,  Income  Minority   Continuing   Continuing
                  net       net     Taxes   Interest   Operations   Operations

    Operating
     Income    ($62)       ($19)     ($86)     $2         $264        $0.55

    Restructuring
     charges in
     cost of sales
     and SG&A                          (5)                   8         0.02

    Class action
     settlement,
     net                                                    (3)       (0.01)

    Separation
     costs                   17                             17         0.04

    Losses on
     divestitures

    Restructuring
     and asset
     impairment
     charges, net                     (39)                  92         0.19

    Goodwill
     impairment                                              9         0.02

    Tax items

    Voluntary
     Replacement
     Program

    Reserve
     Adjustment

    Legacy
     Legal
     Settlement

    Operating
     Income
     Before
     Special
     Items     ($62)        ($2)    ($130)     $2         $387        $0.81



                                         Diluted Shares Outstanding     478
                   Diluted Shares Outstanding - Before Special Items    478


    Tyco International Ltd.
    For the Twelve Months Ended September 26, 2008
    (in millions, except per share data)

                              Fire      Electrical             Corp-
            ADT      Flow   Protection   & Metal    Safety     orate
         Worldwide  Control  Services    Products   Products  & Other  Revenue

    Revenue $8,017   $4,418    $3,553      $2,272     $1,934      $5   $20,199



                                Fire      Electrical            Corp-    Oper-
              ADT      Flow   Protection   & Metal    Safety    orate    ating
           Worldwide  Control  Services    Products  Products  & Other  Income

    Operating
     Income    $910    $618      $321        $342      $284    ($534)  $1,941

    Restructuring
     charges in
     cost of
     sales and
     SG&A         1       9                     9         6        3       28

    Class action
     settlement,
     net                                                         (10)     (10)

    Separation costs                                               5        5

    Losses on
     divestitures                                                  1        1

    Restructuring
     and asset
     impairment
     charges,
     net         96       5        22          34        67        1      225

    Goodwill
     impairment                     9                                       9

    Tax items

    Voluntary
     Replacement
     Program

    Reserve
     Adjustment                                                   (9)      (9)

    Legacy Legal
     Settlement                                                   29       29

    Operating
     Income
     Before
     Special
     Items   $1,007    $632      $352        $385      $357    $(514)  $2,219




                                                        Income       Diluted
                Interest   Other                         from        EPS from
                Expense,  Expense,  Income  Minority   Continuing   Continuing
                  net       net     Taxes   Interest   Operations   Operations

    Operating
     Income      ($286)    ($224)   ($335)     ($1)      $1,095         $2.25

    Restructuring
     charges in
     cost of sales
     and SG&A                          (6)                   22          0.04

    Class action
     settlement, net                                        (10)        (0.02)

    Separation
     costs          47       225     (102)                  175          0.36

    Losses on
     divestitures                                             1          0.00

    Restructuring
     and asset
     impairment
     charges, net                     (65)                  160          0.33

    Goodwill
     impairment                                               9          0.02

    Tax items                          21                    21          0.04

    Voluntary
     Replacement
     Program

    Reserve
     Adjustment                                              (9)        (0.02)

    Legacy Legal
     Settlement                                              29          0.06

    Operating
     Income
     Before
     Special
     Items       ($239)       $1    ($487)     ($1)      $1,493         $3.06



                                          Diluted Shares Outstanding      488
                   Diluted Shares Outstanding - Before Special Items      488


SOURCE Tyco International Ltd.