* Results Were Negatively Impacted by Net Charges of $0.06 Per Share for Special Items PEMBROKE, Bermuda, Nov. 16 /PRNewswire/ -- Tyco International Ltd. (NYSE:TYC)(BSX:TYC) today reported diluted GAAP earnings per share from continuing operations (EPS) of $0.42 for the fourth fiscal quarter of 2005, compared with $0.27 in the fourth fiscal quarter of 2004. Last year's results included net charges of $0.18 per share related to the early retirement of debt, as well as restructuring and divestiture charges. Revenue in the fourth quarter totaled $10.0 billion, with organic revenue growth of 2 percent. Cash flow from operating activities was $2.1 billion, and the company generated free cash flow of $1.7 billion in the quarter. Beginning in the fourth quarter, the Plastics & Adhesives segment is classified as a discontinued operation and results of this segment are reported accordingly. Plastics & Adhesives revenue was $465 million, and operating income was $32 million. In the current quarter, EPS from continuing operations included net charges of $0.06 per share for special items as follows: * Charge for a previously disclosed legal matter in Healthcare $0.08 * Charge for early retirement of convertible debt securities $0.05 * Charge related to divestitures $0.01 * Income from Plastics & Adhesives segment, now classified as a discontinued operation $0.02 * Income related to the resolution of certain legacy matters ($0.10) ------- Total net charges from special items $0.06 The company's fourth quarter GAAP tax rate was approximately 1 percent, and the fourth quarter tax rate adjusted for special items was 21 percent. The company's full-year GAAP tax rate was 23.5 percent, and the full-year tax rate adjusted for special items was 24.8 percent. During the quarter, the company resolved certain legacy matters which resulted in $0.10 per share of income. Included in these legacy matters were $0.07 of income related to the resolution of certain tax matters, $0.05 of income related to a restitution award by the court for losses suffered as a result of misconduct by certain former executives of the company, and a $0.02 charge for certain potential liabilities relating to other former executives' employment. For the full year, Tyco had revenue of $39.7 billion, with net income of $3.0 billion and organic revenue growth of 3 percent. Cash flow from operating activities totaled $6.1 billion and the company generated free cash flow including Plastics & Adhesives of $4.7 billion. "During 2005, Tyco made important progress in investing for growth, building balance sheet strength and returning capital to our shareholders," said Chairman and Chief Executive Officer Ed Breen. "Tyco is well-positioned for further progress in 2006." Organic revenue growth, free cash flow, net debt and tax rate adjusted for special items are non-GAAP financial measures and are described below. For a reconciliation of these non-GAAP measures, see the attached tables. To further assist in understanding the special items included in Tyco's GAAP results for fiscal 2005, the company has provided summary schedules attached to this document. A set of detailed schedules can be found at http://www.tyco.com/ on the Investor Relations portion of Tyco's website. HIGHLIGHTS * Equity Retirement Activities -- In the fourth quarter, the company used approximately $450 million of cash to repurchase convertible debt securities and $300 million to repurchase shares in the open market. In the two weeks following the quarter, the company used approximately $200 million of cash to repurchase additional shares. In total, these actions reduced Tyco's diluted shares outstanding by approximately 34 million shares. Since the convertible debt and share repurchases began in the fourth quarter of 2004, the company has used $4.2 billion of cash and reduced diluted shares outstanding by 130 million -- representing 6 percent of diluted shares outstanding. * Strengthening the Balance Sheet -- For the full year, total debt declined $4.0 billion to $12.6 billion. The company's total debt-to- capital ratio improved to 28 percent, from 35 percent at the close of 2004. * Investing for Growth -- Healthcare acquired Vivant Medical Inc., a leading developer of microwave ablation technology, and also acquired a controlling interest in Floreane Medical Implants, a manufacturer of surgical mesh products. Both of these transactions strengthen Healthcare's surgical product portfolio. * Contract Win -- Tyco Electronics' M/A-COM business signed a contract to design, deploy, operate and maintain New York's Statewide Wireless Network, one of the largest statewide public safety communications projects to be awarded in the United States. SEGMENT RESULTS The financial results presented in the tables below are in accordance with GAAP. All dollar amounts are pretax and stated in millions. All comparisons are to the quarter ended Sept. 30, 2004, unless otherwise indicated. Fire & Security Sept. 30, Sept. 30, $ Change % Change 2005 2004 Revenue $2,894 $2,894 -- -- Operating Income $321 $159 $162 102% Operating Margin 11.1% 5.5% Organic revenue growth was 1.4 percent. The Worldwide Fire business had 5 percent organic revenue growth, while Worldwide Security excluding Continental Europe was essentially flat. Operating income increased by $162 million, due to lower restructuring and divestiture charges. While operating expenses were essentially flat, significant investments in sales and marketing were offset by further reductions in general and administrative costs. Operating income in the quarter included a $6 million charge related to divestitures, compared to $170 million of restructuring, impairment and divestiture charges in the fourth quarter of 2004. Electronics Sept. 30, Sept. 30, $ Change % Change 2005 2004 Revenue $3,064 $3,080 ($16) (1%) Operating Income $430 $481 ($51) (11%) Operating Margin 14.0% 15.6% Organic revenue growth was 3 percent. Organic revenue growth of 5 percent in connector and cable assemblies was driven by aerospace, communication service providers, communications equipment, automotive, computer, consumer electronics, and energy markets. This growth was partially offset by a significant revenue decline in the Printed Circuit Board business. Operating income decreased $51 million and the operating margin was 14 percent. The operating margin was adversely impacted by 90 basis points due to continued cost escalation in metals and other commodities, 30 basis points due to a customer bankruptcy filing, and the remainder primarily due to North American and European fixed cost under-absorption. Healthcare Sept. 30, Sept. 30, $ Change % Change 2005 2004 Revenue $2,415 $2,387 $28 1% Operating Income $338 $631 ($293) (46%) Operating Margin 14.0% 26.4% Organic revenue growth was 1 percent, driven by strong growth in the International, Surgical and Pharmaceutical businesses, primarily offset by a significant revenue decline in the Retail business. Operating income decreased $293 million primarily due to a $277 million charge for a previously disclosed legal matter. Profit improvement in the International, Surgical and Pharmaceutical businesses was offset by a $43 million profit decline in the Retail business. Engineered Products & Services Sept. 30, Sept. 30, $ Change % Change 2005 2004 Revenue $1,657 $1,621 $36 2% Operating Income $157 $158 ($1) (1%) Operating Margin 9.5% 9.7% Revenue increased $36 million, or 2 percent, while organic revenue growth was 1 percent. Three of the four business units posted combined 7 percent organic revenue growth, which was offset by an approximate $80 million revenue decline at Infrastructure Services as a result of a strategic decision to be more selective in bidding for new projects. In Electrical & Metal Products, steel price declines were offset by volume growth -- resulting in modest organic revenue growth. Operating income decreased $1 million, with profit improvement at Flow Control and Fire & Building products offset by a $58 million decline at Electrical & Metal Products due to higher steel raw material costs and reduced steel selling prices. Prior-year fourth quarter operating income included $45 million in restructuring, impairment and divestiture charges. OUTLOOK In fiscal 2006, the company expects EPS from continuing operations excluding special items to increase by approximately 10 percent over full-year 2005 results. The company further expects that 2006 free cash flow, excluding the cash impact of previously disclosed legal items, will exceed net income excluding special items. In the first quarter of fiscal 2006, Tyco will adopt Statement of Financial Accounting Standards (SFAS) No. 123R, which requires compensation costs related to share-based payments to be recognized in the financial statements. This is expected to negatively impact earnings by $0.06 to $0.07 per share for the full year. The Plastics & Adhesives segment is reported as a discontinued operation and is excluded from 2006 guidance. For the first quarter, the company expects to achieve EPS from continuing operations excluding special items of $0.40 to $0.42. This guidance includes approximately $0.02 per share charge from the adoption of SFAS No. 123R discussed above. EPS from continuing operations excluding special items is a non-GAAP financial measure and is described below. ABOUT TYCO INTERNATIONAL Tyco International Ltd. is a global, diversified company that provides vital products and services to customers in four business segments: Fire & Security, Electronics, Healthcare, and Engineered Products & Services. With 2005 revenue of $40 billion, Tyco employs approximately 250,000 people worldwide. More information on Tyco can be found at http://www.tyco.com/. CONFERENCE CALL AND WEBCAST The company will hold a conference call for investors today beginning at 8:30 a.m. ET. The call can be accessed in two ways: * At Tyco's website: http://investors.tyco.com/. A replay of the call will be available through Nov. 30, 2005 at the same website. * 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) 700-7860. The telephone dial-in number for participants outside the United States is (612) 332-0637. An audio replay of the conference call will be available beginning at 12:00 p.m. on Nov. 16, 2005 and ending at 11:59 p.m. on Nov. 23, 2005. The dial-in number for participants in the United States is (800) 475-6701. For participants outside the United States, the replay dial-in number is (320) 365-3844. The replay access code for all callers is 796502. NON-GAAP MEASURES "EPS from continuing operations excluding special items," "free cash flow" (FCF), "organic revenue growth" and "tax rate adjusted for special items" are non-GAAP measures and should not be considered replacements for GAAP results. The company has forecast its EPS from continuing operations results excluding special items related to divestitures, early retirement of debt, and other income or charges that may mask the underlying results and trends and make it difficult to give investors perspective on underlying business results. Because the company cannot predict the amount and timing of such items and the associated charges or gains that will be taken, it is difficult to include the impact of those items in the forecast. The company has forecast its cash flow results excluding any voluntary pension contributions because it has not yet made a determination about the amount and timing of any future such contributions. In addition, the company's forecast excludes the impact of special items because the company cannot predict the amount and timing of such items. The difference between cash flows from operating activities (the most comparable GAAP measure) and FCF (the non-GAAP measure) consists mainly of significant cash outflows that the company believes are useful to identify. FCF permits management and investors to gain insight into the number that management employs to measure cash that is free from any significant existing obligation. It is also a significant component in the company's incentive compensation plans. The difference reflects the impact from: * the sale of accounts receivable programs, * net capital expenditures, * acquisition of customer accounts (ADT dealer program), * cash paid for purchase accounting and holdback/earn-out liabilities and, * voluntary pension contributions. 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 impact from the sale of accounts receivable programs and voluntary pension contributions is added or subtracted from the GAAP measure because this activity is driven by economic financing decisions rather than operating activity. Capital expenditures and the ADT dealer program are subtracted because they represent long-term commitments. Cash paid for purchase accounting and holdback/earn-out liabilities is subtracted from Cash Flow from Operating Activities because these cash outflows are not available for general corporate uses. The limitation associated with using FCF is that it subtracts cash items that are ultimately within management's and the Board of Directors' discretion to direct and that therefore may imply that there is less or more cash that is available for the company's programs than the most comparable GAAP measure. This limitation is best addressed by using FCF in combination with the GAAP cash flow numbers. FCF as presented herein may not be comparable to similarly titled measures reported by other companies. The measure should be used in conjunction with other GAAP financial measures. Investors are urged to read the company's financial statements as filed with the Securities and Exchange Commission, as well as the accompanying tables to this press release that show all the elements of the GAAP measures of Cash Flows from Operating Activities, Cash Flows from Investing Activities, Cash Flows from Financing Activities and a reconciliation of the company's total cash and cash equivalents for the period. "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, or revenue reclassification. It is also a component of the company's compensation programs. The limitation of this measure is that it excludes items that have an impact on the company's revenue. This limitation is best addressed by using organic revenue growth in combination with the GAAP numbers. See the accompanying tables to this press release for the reconciliation presenting the components of organic revenue growth. Net debt is a non-GAAP measure and should not be considered a replacement for GAAP results. Net debt is total debt (the most comparable GAAP measure) minus cash and cash equivalents. Management believes net debt is an important measure of liquidity, which it uses as a tool to measure the company's ability to meet its future debt obligations. Cash and cash equivalents are subtracted from the GAAP measure because they could be used to reduce our debt obligations. See the accompanying table to this press release for the reconciliation of net debt. The limitation associated with using net debt is that it subtracts cash items and therefore may imply that there is less company debt than the most comparable GAAP measure indicates and may include certain cash items that are not readily available for repaying debt. This limitation is best addressed by using net debt in combination with total debt because net debt may be significantly lower than the GAAP measure. Net debt should be used in conjunction with other GAAP financial measures. "Tax rate adjusted for special items" is a measure used by the company to determine and analyze the underlying results and trends in the business. The difference between the reported tax rate (the most comparable GAAP measure) and the tax rate adjusted for special items (the non-GAAP measure) consists of the tax impact of special items related to divestitures, early retirement of debt, and other pretax income or charges that may mask the underlying results and trends and make it difficult to give management and investors perspective on underlying business results. The tax rate adjusted for special items may also exclude large legacy tax settlements with U.S. and non-U.S. taxing authorities that, if included in the rate, would mask the after-tax result of the current-period operations. "Tax rate adjusted for special items" is a useful measure in evaluating the company's performance because it excludes items that do not reflect the underlying operations of the company, such as settlements of legacy tax matters with taxing authorities and the attendant tax impacts of special items for which management has adjusted in "EPS from continuing operations excluding special items" as noted above. The limitation of this measure is that it excludes items that have an impact on the company's GAAP tax rate. This limitation is best addressed by using the tax rate adjusted for special items in combination with the GAAP numbers. See the accompanying tables to this press release for the reconciliation presenting the components of the tax rate adjusted for special items. FORWARD-LOOKING STATEMENTS This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The forward-looking statements in this release include statements addressing the following subjects: future financial condition and operating results. Economic, business, competitive and/or regulatory factors affecting Tyco's businesses are examples of factors, among others, that could cause actual results to differ materially from those described in the forward-looking statements. Tyco is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in Tyco's Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2004, and Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2005. TYCO INTERNATIONAL LTD. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share data) (Unaudited) Quarter Ended Twelve Months Ended Sept. 30 Sept. 30 Sept. 30 Sept. 30 2005 2004 2005 2004 Net revenue $10,030 $9,989 $39,727 $38,411 Cost of sales 6,647 6,412 25,959 24,660 Selling, general and administrative expenses 2,326 2,072 8,231 8,141 Restructuring and long-lived asset impairment charges, net 3 190 16 258 Losses (gains) and impairments on divestitures, net 10 33 (274) 116 Operating income 1,044 1,282 5,795 5,236 Interest income 31 36 123 91 Interest expense (193) (247) (815) (956) Other income (expense), net 4 (248) (911) (286) Income from continuing operations before income taxes and minority interest 886 823 4,192 4,085 Income taxes (7) (244) (984) (1,123) Minority interest (3) (3) (9) (14) Income from continuing operations 876 576 3,199 2,948 Income (loss) from discontinued operations, net of income taxes 41 (122) (188) (69) Income before cumulative effect of accounting change 917 454 3,011 2,879 Cumulative effect of accounting change, net of income taxes - - 21 - Net income $917 $454 $3,032 $2,879 Basic earnings per common share: Income from continuing operations $0.43 $0.29 $1.59 $1.47 Income (loss) from discontinued operations 0.02 (0.06) (0.09) (0.03) Cumulative effect of accounting change - - 0.01 - Net income $0.45 $0.23 $1.51 $1.44 Diluted earnings per common share: Income from continuing operations $0.42 $0.27 $1.51 $1.38 Income (loss) from discontinued operations 0.02 (0.05) (0.09) (0.03) Cumulative effect of accounting change - - 0.01 - Net income $0.44 $0.22 $1.43 $1.35 Weighted-average number of shares outstanding: Basic 2,017 2,005 2,012 2,001 Diluted 2,127 2,217 2,167 2,221 Income Reconciliation for Diluted EPS: Income from continuing operations $876 $576 $3,199 $2,948 Add back of interest expense for convertible debt 13 26 74 113 Income from continuing operations, giving effect to dilutive adjustments 889 602 3,273 3,061 Income (loss) from discontinued operations 41 (122) (188) (69) Cumulative effect of accounting change - - 21 - Net income, giving effect to dilutive adjustments $930 $480 $3,106 $2,992 NOTE: In the fourth quarter of fiscal 2005, Plastics and Adhesives was reclassified to discontinued operations for all periods presented. 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 30, 2004 and Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2004, April 1, 2005 and July 1, 2005. TYCO INTERNATIONAL LTD. RESULTS OF SEGMENTS (in millions) (Unaudited) Quarter Ended September 30, September 30, 2005 2004 NET REVENUE Fire and Security $2,894 $2,894 Electronics 3,064 3,080 Healthcare 2,415 2,387 Engineered Products and Services 1,657 1,621 Corporate and Other - 7 Total Net Revenue $10,030 $9,989 OPERATING INCOME AND MARGIN Fire and Security $321 11.1% $159 5.5% Electronics 430 14.0% 481 15.6% Healthcare 338 14.0% 631 26.4% Engineered Products and Services 157 9.5% 158 9.7% Corporate and Other (202) (147) Operating Income and Margin $1,044 10.4% $1,282 12.8% TYCO INTERNATIONAL LTD. RESULTS OF SEGMENTS (in millions) (Unaudited) Twelve Months Ended September 30, September 30, 2005 2004 NET REVENUE Fire and Security $11,503 $11,447 Electronics 12,196 11,822 Healthcare 9,543 9,110 Engineered Products and Services 6,456 6,007 Corporate and Other 29 25 Total Net Revenue $39,727 $38,411 OPERATING INCOME AND MARGIN Fire and Security $1,216 10.6% $899 7.9% Electronics 1,852 15.2% 1,749 14.8% Healthcare 2,286 24.0% 2,365 26.0% Engineered Products and Services 672 10.4% 620 10.3% Corporate and Other (231) (397) Operating Income and Margin $5,795 14.6% $5,236 13.6% NOTE: In the fourth quarter of fiscal 2005, Plastics and Adhesives was reclassified to discontinued operations for all periods presented. TYCO INTERNATIONAL LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (in millions) (Unaudited) Sept. 30, July 1, Sept. 30, 2005 2005 2004 Current Assets: Cash and cash equivalents $3,196 $2,666 $4,467 Accounts receivable, net 6,732 6,794 6,096 Inventories 4,197 4,384 4,179 Prepaid expenses and other current assets 3,057 2,674 2,722 Assets held for sale 1,355 1,375 2,170 Total current assets 18,537 17,893 19,634 Property, plant and equipment, net 9,238 9,196 9,314 Goodwill 24,557 24,686 24,800 Intangible assets, net 5,085 5,077 5,311 Other assets 5,204 4,725 4,608 Total Assets $62,621 $61,577 $63,667 Current Liabilities: Current maturities of long-term debt $1,954 $1,129 $2,037 Accounts payable 3,065 2,854 2,625 Accrued and other current liabilities 6,536 5,633 5,739 Liabilities held for sale 280 294 875 Total current liabilities 11,835 9,910 11,276 Long-term debt 10,600 11,926 14,542 Other liabilities 7,675 7,637 7,489 Total Liabilities 30,110 29,473 33,307 Minority interest 61 59 68 Shareholders' equity 32,450 32,045 30,292 Total Liabilities and Shareholders' Equity $62,621 $61,577 $63,667 NOTE: In the fourth quarter of fiscal 2005, Plastics and Adhesives was reclassified to discontinued operations for all periods presented. 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 30, 2004 and Quarterly Report on Form 10-Q for the quarterly periods ended December 31, 2004, April 1, 2005 and July 1, 2005. TYCO INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (Unaudited) Quarter Ended Twelve Months Ended Sept. 30, Sept. 30, Sept. 30, Sept. 30, 2005 2004 2005 2004 Cash Flows from Operating Activities: Net income $917 $454 $3,032 $2,879 Cumulative Effect of Accounting Change - - (21) - (Income) loss from discontinued operations (41) 122 188 69 Income from continuing operations 876 576 3,199 2,948 Adjustments to reconcile net cash provided by operating activities: Non-cash restructuring and long-lived asset impairment charges, net - 35 (12) 18 (Gains) losses and impairments on divestitures, net 10 33 (271) 111 Depreciation and amortization 528 517 2,100 2,119 Deferred income taxes (131) (59) (41) 167 Provision for losses on accounts receivable and inventory 46 72 234 318 Loss on the retirement of debt 105 241 1,013 284 Other non-cash items 51 45 138 149 Changes in assets and liabilities, net of the effects of acquisitions and divestitures: Accounts receivable, net 35 36 (714) (145) Decrease in sale of accounts receivable (2) (396) (18) (929) Inventories 171 36 (124) (246) Accounts payable 212 130 424 79 Accrued and other liabilities 338 111 320 306 Other (119) 52 (111) 100 Net cash provided by operations 2,120 1,429 6,137 5,279 Net cash provided by discontinued operating activities 51 54 77 134 Cash Flows from Investing Activities: Capital expenditures, net (358) (330) (1,272) (987) Acquisition of businesses, net of cash acquired (67) (2) (82) (15) Acquisition of customer accounts (ADT dealer program) (100) (69) (328) (254) Purchase accounting and holdback/earn-out liabilities (17) (22) (47) (105) Divestiture of businesses, net of cash retained by businesses sold (8) 91 295 236 (Increase) decrease in investments (119) 30 (272) 423 Decrease (increase) in restricted cash (7) 39 (2) 342 Other 10 (12) (16) (25) Net cash used in investing activities (666) (275) (1,724) (385) Net cash used in discontinued investing activities (8) (27) (30) (46) Cash Flows from Financing Activities: Net repayments of debt (548) (752) (4,990) (4,768) Proceeds from exercise of share options 55 30 226 155 Dividends paid (201) (25) (628) (100) Repurchase of common shares (300) - (300) (1) Other (3) (4) (23) (24) Net cash used in financing activities (997) (751) (5,715) (4,738) Net cash used in discontinued financing activities (1) (3) (81) (8) Effect of currency translation on cash 31 18 65 45 Net increase (decrease) in cash and cash equivalents 530 445 (1,271) 281 Cash and cash equivalents at beginning of period 2,666 4,022 4,467 4,186 Cash and cash equivalents at end of period $3,196 $4,467 $3,196 $4,467 Reconciliation to "Free Cash Flow": Net cash provided by operating activities $2,120 $1,429 $6,137 $5,279 Decrease in sale of accounts receivable 2 396 18 929 Capital expenditures, net (358) (330) (1,272) (987) Acquisition of customer accounts (ADT dealer program) (100) (69) (328) (254) Cash paid for purchase accounting and holdback/earn-out liabilities (17) (22) (47) (105) Voluntary pension contributions 33 397 115 567 Free Cash Flow $1,680 $1,801 $4,623 $5,429 Plastics and Adhesives Free Cash Flow 51 (14) 119 76 Free Cash Flow including Plastics and Adhesives $1,731 $1,787 $4,742 $5,505 NOTE: In the fourth quarter of fiscal 2005, Plastics and Adhesives was reclassified to discontinued operations for all periods presented. 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 30, 2005 Net Revenue Foreign Currency Fire and Security $2,894 0.0% $31 1.1% Electronics 3,064 -0.5% 25 0.8% Healthcare 2,415 1.2% 10 0.4% Engineered Products and Services 1,657 2.2% 28 1.7% Corporate and Other - NM - NM Total Net Revenue $10,030 0.4% $94 0.9% Plastics and Adhesives 465 2.6% 2 0.4% Total Net Revenue Including Plastics and Adhesives $10,495 0.5% $96 0.9% TYCO INTERNATIONAL LTD. ORGANIC REVENUE GROWTH RECONCILIATION (in millions) (Unaudited) Quarter Ended September 30, 2005 Acquisition / Divestiture Other Fire and Security $(70) -2.5% $- 0.0% Electronics (90) -2.9% (32) (1) -1.1% Healthcare (2) -0.1% - 0.0% Engineered Products and Services (2) -0.1% - 0.0% Corporate and Other (7) NM - NM Total Net Revenue $(171) -1.7% $(32) -0.3% Plastics and Adhesives 1 0.3% 23 (2) 4.9% Total Net Revenue Including Plastics and Adhesives $(170) -1.6% $(9) -0.1% TYCO INTERNATIONAL LTD. ORGANIC REVENUE GROWTH RECONCILIATION (in millions) (Unaudited) Quarter Ended September 30, 2005 Net Revenue for the Quarter Ended Organic Revenue September 30, Growth 2004 Fire and Security $39 1.4% $2,894 Electronics 81 2.7% 3,080 Healthcare 20 0.9% 2,387 Engineered Products and Services 10 0.6% 1,621 Corporate and Other - NM 7 Total Net Revenue $150 1.5% $9,989 Plastics and Adhesives (14) -3.0% 453 Total Net Revenue Including Plastics and Adhesives $136 1.3% $10,442 Twelve Months Ended September 30, 2005 Net Revenue Foreign Currency Fire and Security $11,503 0.5% $274 2.4% Electronics 12,196 3.2% 294 2.5% Healthcare 9,543 4.8% 141 1.5% Engineered Products and Services 6,456 7.5% 167 2.8% Corporate and Other 29 NM - NM Total Net Revenue $39,727 3.4% $876 2.3% Plastics and Adhesives 1,851 6.3% 11 0.6% Total Net Revenue Including Plastics and Adhesives $41,578 3.5% $887 2.2% Twelve Months Ended September 30, 2005 Acquisition / Divestiture Other Fire and Security $(315) -2.8% $- 0.0% Electronics (346) -3.0% 39 (1) 0.3% Healthcare (18) -0.1% - 0.0% Engineered Products and Services (14) -0.3% (18) (3) -0.3% Corporate and Other 4 NM - NM Total Net Revenue $(689) -1.9% $21 0.1% Plastics and Adhesives 5 0.3% 82 (2) 4.8% Total Net Revenue Including Plastics and Adhesives $(684) -1.8% $103 0.3% Twelve Months Ended September 30, 2005 Net Revenue for the Twelve Months Ended Organic Revenue September 30, Growth 2004 Fire and Security $97 0.9% $11,447 Electronics 387 3.4% 11,822 Healthcare 310 3.4% 9,110 Engineered Products and Services 314 5.3% 6,007 Corporate and Other - NM 25 Total Net Revenue $1,108 2.9% $38,411 Plastics and Adhesives 11 0.6% 1,742 Total Net Revenue Including Plastics and Adhesives $1,119 2.8% $40,153 (1) Effective October 1, 2004, Tyco changed its fiscal year from a calendar year to a 52/53-week year and conformed the closing periods of certain subsidiaries. (2) Reflects the reclassification of customer reimbursed freight costs from revenue to cost of goods sold. (3) Reflects the deconsolidation of several joint ventures as a result of the adoption of FIN 46R during the second quarter of fiscal 2004. NOTE: In the fourth quarter of fiscal 2005, Plastics and Adhesives was reclassified to discontinued operations for all periods presented. NOTE: Organic revenue growth is a non-GAAP measure. See description of non-GAAP measures contained in this release. TYCO INTERNATIONAL LTD. NET DEBT RECONCILIATION (in millions) (Unaudited) Twelve Months Quarter Ended Ended September 30, September 30, 2005 2005 Total debt at beginning of period $13,055 $16,579 Net debt repayments (450) (4,013) Currency translation adjustments on debt (18) (31) Other (33) 19 Total debt at end of period 12,554 12,554 Less: cash and cash equivalents at end of period (3,196) (3,196) Net debt at end of period $9,358 $9,358 NOTE: Net debt is a non-GAAP measure. See description of non-GAAP measures contained in this release. Tyco International Ltd. Earnings Per Share Summary Quarter Ended Dec. 31, April 1, July 1, 2004 2005 2005 Diluted EPS from Continuing Operations as previously reported (GAAP) $0.35 $0.11 $0.56 (Income) / Loss from Plastics & Adhesives (Discontinued Operations) (0.01) 0.09 0.01 Diluted EPS from Continuing Operations (GAAP) $0.34 $0.20 $0.57 Divestiture Losses / (Gains) 0.00 0.00 (0.15)(2) Loss on the Retirement of Debt 0.07 0.26 0.09 SEC Investigation - 0.02 - Healthcare Legal Matter - - - Legacy Contingencies - Former Executives - - - Court Restitution Award - - - Tax Matters - - - Note: Income / (Loss) from Plastics and Adhesives excluding charges 0.01 0.00 (0.00) Tyco International Ltd. Earnings Per Share Summary Quarter Ended Year Ended September 30, September 30, 2005 (1) 2005 Diluted EPS from Continuing Operations as previously reported (GAAP) (Income) / Loss from Plastics & Adhesives (Discontinued Operations) Diluted EPS from Continuing Operations (GAAP) $0.42 $1.51 Divestiture Losses / (Gains) 0.01 (0.14) Loss on the Retirement of Debt 0.05 0.47 SEC Investigation - 0.02 Healthcare Legal Matter 0.08 0.08 Legacy Contingencies - Former Executives 0.02 0.03 Court Restitution Award (0.05) (0.05) Tax Matters (0.07) (0.07) Note: Income / (Loss) from Plastics and Adhesives excluding charges 0.02 0.03 (1) In the fourth quarter of fiscal 2005, Plastics and Adhesives was reclassified to discontinued operations for all periods presented (2) Reflects the gain on the sale of Tyco Global Network TYCO INTERNATIONAL LTD. Tax Rate Adjusted for Special Items Reconciliation $ Millions For Quarter Ended December 31, 2004 April 1, 2005 Pretax Income Tax Pretax Income Tax Income Taxes Rate Income Taxes Rate As Previously Reported (GAAP - From Cont. Ops.) 1,054 310 29.4% 588 366 62.2% Plastics and Adhesives (24) (4) 185 7 GAAP 1,030 306 29.7% 773 373 48.3% Special Items Healthcare Legal Matter Early Retirement of Debt 156 - 573 - Impairment Charges 202 21 Divestitures Losses/(Gains) 18 4 2 1 SEC Investigation 50 - Legacy Tax Matters Potential Liabilities - Former Executives Court Restitution Award Income / (Loss) from Discontinued Operations 24 4 (185) (7) Adjusted for Special Items 1,228 314 25.6% 1,415 388 27.4% TYCO INTERNATIONAL LTD. Tax Rate Adjusted for Special Items Reconciliation $ Millions For Quarter Ended July 1, 2005 September 30, 2005 Pretax Income Tax Pretax Income Tax Income Taxes Rate Income Taxes Rate As Previously Reported (GAAP - From Cont. Ops.) 1,525 326 21.4% Plastics and Adhesives (22) (28) GAAP 1,503 298 19.8% 886 7 0.8% Special Items Healthcare Legal Matter 277 107 Early Retirement of Debt 179 - 105 - Impairment Charges Divestitures Losses/(Gains) (301) 25 14 (6) SEC Investigation Legacy Tax Matters - 152 Potential Liabilities - Former Executives 70 19 Court Restitution Award (109) - Income / (Loss) from Discontinued Operations 22 28 31 (11) Adjusted for Special Items 1,403 351 25.0% 1,274 268 21.0% TYCO INTERNATIONAL LTD. Tax Rate Adjusted for Special Items Reconciliation $ Millions Year Ended September 30, 2005 Pretax Income Income Taxes Tax Rate As Previously Reported (GAAP - From Cont. Ops.) Plastics and Adhesives GAAP 4,192 984 23.5% Special Items Healthcare Legal Matter 277 107 Early Retirement of Debt 1,013 - Impairment Charges 202 21 Divestitures Losses/(Gains) (267) 24 SEC Investigation 50 - Legacy Tax Matters - 152 Potential Liabilities - Former Executives 70 19 Court Restitution Award (109) - Income / (Loss) from Discontinued Operations (108) 14 Adjusted for Special Items 5,320 1,321 24.8% NOTE: Tax rate adjusted for special items is a non-GAAP measure. See description of non-GAAP measures contained in this release. DATASOURCE: Tyco International Ltd. CONTACT: Media Relations: Sheri Woodruff, +1-609-720-4399, or Investor Relations: Ed Arditte, +1-609-720-4621, or John Roselli, +1-609-720-4624 Web site: http://www.tyco.com/ Company News On-Call: http://www.prnewswire.com/comp/897850.html

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