Tyco International Reports Third Quarter 2012 Earnings from Continuing Operations Before Special Items of $1.01 Per Share and GAAP Earnings of $0.54 Per Share

SCHAFFHAUSEN, Switzerland, July 31, 2012

• Company reports third quarter revenue of $4.5 billion, with 4% revenue growth and 5% organic growth
• GAAP operating income of $367 million includes $256 million of charges related to special items
• Operating income before special items grows 20% and operating margin improves 190 basis points to 14.0%
• Diluted EPS from continuing operations before special items increases 19%
• Proposed separation of Tyco remains on track for completion at the end of September

Tyco International Ltd. (NYSE: TYC) today reported $0.54 in diluted earnings per share (EPS) from continuing operations for the fiscal third quarter of 2012 and diluted EPS from continuing operations before special items of $1.01 per share. Revenue in the quarter increased 4% versus the prior year to $4.5 billion and included a 4% decline reflecting the impact of foreign currency. Organic revenue grew 5% in the quarter.

Income from continuing operations in the third quarter was negatively impacted by special items totaling $256 million pre tax or $0.47 per share primarily related to a change in valuation methodology associated with asbestos liabilities; along with separation costs, restructuring activities and a legacy legal settlement. See schedule on page 16 for details. 

Tyco Chairman and Chief Executive Officer Ed Breen said, "Our third quarter results reflect good top-line growth and strong operating performance across our businesses which helped us deliver a 19% increase in earnings per share. We continue to focus on growth, cost management and productivity initiatives aimed at expanding our operating margins and we are making the critical investments necessary to position our businesses for the future."

"During the third quarter, we continued to make progress toward the separation of Tyco into three independent companies. We substantially completed the refinancing of our debt, received anti-trust clearances in our major markets and set the date for the shareholder meeting to approve the separation. With these steps, we remain on track to complete the proposed transactions including the merger of the flow control business with Pentair at the end of September," Breen added.

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 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. Effective in the second fiscal quarter of 2012, the company reorganized its management and reporting structure in anticipation of the spin-offs of the ADT North American Residential and Flow Control businesses. Under the new reporting structure, the former Tyco Security Solutions segment has been split between the new ADT North American Residential segment (referred to herein as "ADT") and the new Fire & Security segment. The new ADT segment consists of residential and small business security in North America. The new Fire & Security segment consists of i) the former Fire Protection segment and ii) the North American commercial security business, all of the security businesses outside North America, and the security products business, all of which were part of the former Tyco Security Solutions segment. The Flow Control segment continues as previously constituted. Additionally, the company classified its Fire Equipment de Mexico, S.A. business as a discontinued operation in connection with Tyco's sale of the business, which was completed during the second quarter of 2012. 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 2011 unless otherwise indicated.

Revenue of $2.7 billion increased 3% in the quarter including a 4 percentage point decline due to foreign currency. Organic revenue grew 4% with 10% growth in products, 3% growth in service and modest growth in systems installation. Excluding the impact of foreign currency, orders increased 9% year-over-year and backlog increased 1.5% to $4.7 billion on a quarter sequential basis.

Operating income was $309 million and the operating margin was 11.6%. Special items of $47 million consisted primarily of a legacy legal settlement and restructuring charges. Operating income before special items was $356 million and the operating margin was 13.4%. The 110 basis point improvement in operating margin before special items was driven by increased volume in products, continued growth of service revenue as well as the benefit of cost-containment and restructuring actions.

Revenue of $815 million increased 4% in the quarter with organic revenue growth of 4.5%. Recurring revenue growth of 5.6% was driven by 3.6% growth in average revenue per user (ARPU) and 1.4% growth in customer accounts. The 13.5% attrition rate for the quarter increased 30 basis points sequentially primarily due to planned price escalations and higher relocations. Non-recurring revenue declined 4.3% reflecting a business model change to more ADT-owned systems, as disclosed last quarter. 

Operating income was $203 million and the operating margin was 24.9%. Special items of $5 million consisted primarily of separation related costs. Operating income before special items was $208 million and the operating margin was 25.5%. The increase in operating income was driven by higher margin recurring revenue.

Revenue of $981 million increased 6% in the quarter including a 5.5 percentage point decline due to changes in foreign currency. Organic revenue grew 10% with 7% growth in Valves, 26% growth in Water and 4% growth in Thermal Controls. Excluding the impact of foreign currency, orders increased 5% year-over-year and backlog was in line with the prior quarter at $1.8 billion.

Operating income was $112 million and the operating margin was 11.4%. Special items of $18 million consisted primarily of restructuring and divestiture charges. Operating income before special items was $130 million. The operating margin before special items improved 190 basis points to 13.3% driven primarily by leverage from increased volume across Valves, Water and Thermal Controls.

OTHER ITEMS

• The company completed the quarter with $1.1 billion in cash and cash equivalents. Cash from operating activities in the quarter was $776 million and free cash flow was $341 million, which included a cash outflow of $91 million primarily related to separation and restructuring activities. Adjusted free cash flow for the quarter was $432 million.
• Corporate expense before special items was $71 million.
• The tax rate before special items was 15.7%.
• During the quarter, the company repurchased 3.7 million shares for $200 million.
• The company has substantially completed the refinancing required by the separation, including raising $2.5 billion of fixed-rate notes at ADT, entering into new revolving credit agreements for ADT and Tyco, successfully completing tender offers for $2.1 billion of public debt, and calling for an additional redemption of approximately $500 million of public debt.
• On July 12, 2012, Tyco announced that it will hold a Special General Meeting of Shareholders on September 14, 2012 to vote on the spin-offs of ADT and the Flow Control business.
• On July 11, 2012, Pentair announced clearance by the European Commission of the proposed transaction to combine Tyco's flow control business with Pentair in a tax-free all-stock merger. The merger remains subject to Pentair shareholder approval at a special meeting to be held September 14, 2012, regulatory approvals in additional countries and other customary closing conditions.

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, and industrial valves and controls. Tyco had 2011 revenue of approximately $17.4 billion and has more than 100,000 employees worldwide. More information on Tyco can be found at www.tyco.com.

CONFERENCE CALL AND WEBCAST
Management will discuss the company's third quarter results for 2012 and outlook for the fourth quarter during a conference call and webcast today beginning at 8:00 a.m. ET. Today's conference call for investors can be accessed in the following ways: 

• At Tyco's website: http://investors.tyco.com.
• By telephone: For both "listen-only" participants and those participants who wish to take part in the question-and-answer portion of the call, the telephone dial-in number in the United States is (800) 857-9797. The telephone dial-in number for participants outside the United States is (517) 308-9262, pass code "Tyco".
• An audio replay of the conference call will be available at 10:00 a.m. (ET) on July 31, 2012 and ending at 11:59 p.m. (ET) on August 7, 2012. The replay dial-in number for participants in the United States is (866) 501-0089. For participants outside the United States, the replay dial-in number is (203) 369-1817, passcode 4836.

NON-GAAP MEASURES
Organic revenue, free cash flow (outflow) (FCF), and income from continuing operations, earnings per share (EPS) from continuing operations, operating income, operating margin and corporate expense, in each case "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). The Company's organic growth / decline calculations incorporate an estimate of prior year reported revenue associated with any acquired entities that have been fully integrated within the first year, and exclude prior year revenues associated with entities that do not meet the criteria for discontinued operations which have been divested within the past year. The rate of organic growth or decline is calculated based on the adjusted number to better reflect the rate of growth or decline of the combined business, in the case of acquisitions, or the remaining business, in the case of dispositions. The rate of organic growth or decline for acquired businesses that are not fully integrated within the first year are based on unadjusted historical revenue. Organic revenue and the rate of organic growth or decline as presented herein may not be comparable to similarly titled measures reported by other companies.

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

FCF is a useful measure of the company's cash that 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,
• dealer generated accounts and bulk 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 dealer generated and bulk 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. In addition, from time to time the company may present adjusted free cash flow, which is free cash flow, adjusted to exclude the cash impact of the special items highlighted below. This number provides information to investors regarding the cash impact of certain items management believes are useful to identify, as described below.

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 and adjusted FCF.

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

FORWARD-LOOKING STATEMENTS
This press release contains a number of forward-looking statements. Words, and variations of words, such as "expect", "intend", "will", "anticipate", "believe", "confident", "continue", "propose" and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements addressing Tyco's future financial condition and operating results, the health and growth prospects of the industries and end markets in which Tyco operates, Tyco's intent to spin-off of its flow control and North American residential security businesses, and subsequently merge flow control and Pentair Inc., revenue and growth expectations for the three independent companies following the transactions, the expectation that the transactions will be tax-free, statements regarding the leadership, resources, potential, priorities, and opportunities for the independent companies following the transactions, the expected credit profile of the three independent companies following the transactions, the expected benefits of the transactions to each of the three companies, and the timing of the proposed transactions and events required to effect the transactions. The forward-looking statements in this press release are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside of our control, and could cause results to materially differ from expectations. Such risks and uncertainties, include, but are not limited to: economic, business, competitive, technological or regulatory factors that adversely impact Tyco or the markets and industries in which it competes; failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed transactions; adverse effects on the market price of Tyco's common stock or operating results because of a failure to complete the proposed transactions; failure to realize the expected benefits of the proposed transactions; significant transaction costs and/or unknown liabilities resulting from the proposed transactions; unanticipated expenses related to the proposed transactions, such as litigation or legal settlement expenses; failure to obtain tax rulings or tax law changes in connection with the proposed transactions; changes in capital market conditions that may affect proposed debt refinancing related to the proposed transactions; the impact of the proposed transactions on the company's employees, customers and suppliers; future opportunities that Tyco's board may determine present greater potential to increase shareholder value; and the ability of the companies to operate independently following the proposed transactions. Actual results could differ materially from anticipated results. 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. 30, 2011 and in subsequent filings with the Securities and Exchange Commission. We undertake no duty to update any forward-looking statement to conform this statement to actual results or changes in the company's expectations, except as required by law.

OTHER IMPORTANT INFORMATION
In connection with the proposed transactions and the merger of Flow Control and Pentair, Inc., a definitive proxy statement for the stockholders of Tyco will be filed with the Securities and Exchange Commission (the "SEC"). Tyco will mail the final proxy statement to its stockholders. BEFORE MAKING ANY VOTING DECISION, TYCO'S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors and security holders may obtain, without charge, a copy of the proxy statement, as well as other relevant documents containing important information about Tyco at the SEC's website (http://www.sec.gov/) once such documents are filed with the SEC. You may also read and copy any reports, statements and other information filed by Tyco at the SEC public reference room at 100 F. Street, N.E., Washington DC 20549. Please call the SEC at 1-800-SEC-0330 for further information.

Tyco and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed transactions. Information concerning the interests of Tyco's participants in the solicitation is set forth in Tyco's proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and in the proxy statement relating to the transactions when it becomes available.

  

   

SOURCE Tyco International Ltd.