PEMBROKE, Bermuda, Feb. 3 /PRNewswire-FirstCall/ -- ($ millions,
except per-share amounts) Q1 2009 Q1 2008 % Change ------- -------
-------- Revenue $4,426 $4,837 (8%) Income from Continuing
Operations $272 $360 (24%) Diluted EPS from Continuing Operations
$0.57 $0.72 (21%) Special Items $(0.04) $0.01 Income from
Continuing Ops Before Special Items $292 $352 (17%) Diluted EPS
from Continuing Ops Before Special Items $0.61 $0.71 (14%) Tyco
International Ltd. (NYSE:TYC)(BSX:TYC) today reported $0.57 in
diluted earnings per share (EPS) from continuing operations for the
fiscal first quarter of 2009 and diluted EPS from continuing
operations before special items of $0.61 per share. Diluted EPS
from continuing operations was negatively impacted by special items
which totaled $0.04 per share. Revenue in the quarter of $4.4
billion declined 8% versus the prior year, mostly due to the impact
of the strengthening U.S. dollar against foreign currencies.
Organic revenue declined 1% in the quarter. "As we expected, our
results this quarter were impacted by the strengthening of the U.S.
dollar against foreign currencies, but our overall revenue came in
at the high end of our expectations," said Tyco Chairman and Chief
Executive Officer Ed Breen. "In this challenging economy, we are
focused on both reducing our cost structure and positioning our
businesses for long-term growth. At the same time, our strong and
improving balance sheet is an important asset for our company in
the current environment." Organic revenue, free cash flow and
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 can be found at http://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. Beginning this
quarter, certain businesses within the ADT Worldwide and Fire
Protection Services segments have been realigned, resulting in
changes to historical segment performance. The revenue and
operating income results shown below have been adjusted to reflect
these changes. All dollar amounts are pre-tax and stated in
millions. All comparisons are to the fiscal first quarter of 2008
unless otherwise indicated. ADT Worldwide Q1 2009 Q1 2008 % Change
------- ------- -------- Revenue $1,792 $1,928 (7%) Operating
Income $231 $246 (6%) Operating Margin 12.9% 12.8% Revenue of $1.8
billion declined 7%, primarily due to changes in foreign currency
rates with an organic revenue decline of 1%. Recurring revenue grew
3% organically with growth in all geographic regions. Systems
installation and service revenue declined 6% organically due to
weakness in North America and Europe, mostly as a result of lower
sales to retailers and softness in certain commercial markets. This
was partially offset by double-digit organic revenue growth in the
rest of the world. Operating income of $231 million in the quarter
decreased $15 million primarily due to an $18 million foreign
currency impact. The operating margin improved 10 basis points to
12.9%. Flow Control Q1 2009 Q1 2008 % Change ------- -------
-------- Revenue $959 $1,074 (11%) Operating Income $137 $171 (20%)
Operating Margin 14.3% 15.9% Revenue of $959 million declined 11%
due to changes in foreign currency rates with organic revenue
growth of 1%. The Valves business had 8% organic revenue growth and
the Thermal Controls business grew 13% organically. The growth from
these businesses was largely offset by an expected 17% organic
revenue decline in the Water business, which had a challenging
year-over-year comparison due to strong Australian water pipeline
project activity in the first quarter of 2008. Operating income of
$137 million decreased $34 million, primarily due to a $22 million
foreign currency impact and the operating margin was 14.3%. Backlog
of $1.9 billion increased 2% organically on a quarter sequential
basis. Fire Protection Services Q1 2009 Q1 2008 % Change -------
------- -------- Revenue $851 $900 (5%) Operating Income $58 $76
(24%) Operating Margin 6.8% 8.4% Revenue of $851 million declined
5% due to changes in foreign currency rates with organic revenue
growth of 4%. Higher installation and service activities in both
the North American SimplexGrinnell business and the International
Fire businesses contributed to the organic revenue growth.
Operating income of $58 million decreased $18 million primarily due
to a $14 million charge for a legal item. Backlog of $1.2 billion
increased 1% organically on a quarter sequential basis. Electrical
and Metal Products Q1 2009 Q1 2008 % Change ------- -------
-------- Revenue $416 $487 (15%) Operating Income $27 $41 (34%)
Operating Margin 6.5% 8.4% Revenue of $416 million declined 15% in
the quarter with an organic revenue decline of 11%. Lower demand in
end markets and a reduction in distributor inventory levels
resulted in a 40% decline in volume for steel products and a 20%
decline in volume for copper products. These declines were
partially offset by better year-over-year selling prices for steel
products. Operating income of $27 million decreased $14 million due
to lower volume. Safety Products Q1 2009 Q1 2008 % Change -------
------- -------- Revenue $408 $447 (9%) Operating Income $74 $86
(14%) Operating Margin 18.1% 19.2% Revenue of $408 million declined
9% in the quarter primarily due to changes in foreign currency
rates with an organic revenue decline of 1%. Fire Suppression grew
4% organically, offset by organic revenue declines in the Life
Safety and Electronic Security businesses. Operating income of $74
million decreased $12 million. Half of the decrease was due to
foreign currency with the other half due to reduced volumes. The
operating margin of 18.1% was impacted by 180 basis points due to
increased investments in research and development and sales and
marketing. OTHER ITEMS -- Diluted earnings per share from
continuing operations included charges of $0.04 for special items
(legacy legal, tax, restructuring and loss on divestiture charges).
-- Corporate and other expense in the quarter was $114 million. --
Cash from operating activities was $56 million in the quarter
compared to an outflow of $153 million in the first quarter of
2008. The company had a free cash outflow of $215 million in the
quarter compared to a free cash outflow of $408 million in the
prior year. These amounts include cash payments of $25 million in
the current quarter and $53 million in the prior year primarily
related to restructuring activities. -- Restructuring-related
expenses were $5 million in the quarter. -- On December 10, 2008,
the Company announced that its Board of Directors unanimously
approved moving Tyco International's jurisdiction of incorporation
from Bermuda to Switzerland. Shareholders will vote on the proposed
move at a Special General Meeting of Shareholders to be held on
March 12, 2009. 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
http://www.tyco.com/. CONFERENCE CALL AND WEBCAST Management will
discuss the company's first quarter results for 2009 and outlook
for the second quarter and full year during a conference call and
webcast today beginning at 8:30 a.m. EST. 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. -- An audio replay of the conference call will
be available beginning at 11:00 a.m. on February 3, 2009 and ending
on February 10, 2009. The dial-in number for participants in the
United States is (866) 503-3216. For participants outside the
United States, the replay dial-in number is (203) 369-1865.
NON-GAAP MEASURES "Organic revenue," "free cash flow (outflow)"
(FCF), "income from continuing operations before special items" and
"earnings per share (EPS) from continuing operations before special
items" are non-GAAP measures and should not be considered
replacements for GAAP results. Organic revenue is a useful measure
used by the company to measure the underlying results and trends in
the business. The difference between reported net revenue (the most
comparable GAAP measure) and organic revenue (the non-GAAP measure)
consists of the impact from foreign currency, acquisitions and
divestitures, and other changes that do not reflect the underlying
results and trends (for example, revenue reclassifications and
changes to the fiscal year). Organic revenue is a useful measure of
the company's performance because it excludes items that: i) are
not completely under management's control, such as the impact of
foreign currency exchange; or ii) do not reflect the underlying
results of the company's existing businesses, such as acquisitions
and divestitures. It may be used as a component of the company's
compensation programs. The limitation of this measure is that it
excludes items that have an impact on the company's revenue. This
limitation is best addressed by using organic revenue in
combination with the GAAP numbers. See the accompanying tables to
this press release for the reconciliation presenting the components
of organic revenue. FCF is a useful measure of the company's cash
which is free from any significant existing obligation. The
difference between cash flows from operating activities (the most
comparable GAAP measure) and FCF (the non-GAAP measure) consists
mainly of significant cash 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: -- net capital expenditures, -- accounts
purchased from ADT dealer network, -- cash paid for purchase
accounting and holdback liabilities, -- voluntary pension
contributions, and -- the sale of accounts receivable programs.
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. Voluntary pension
contributions and the impact from the sale of accounts receivable
programs are added or subtracted from the GAAP measure because this
activity is driven by economic financing decisions rather than
operating activity. 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 income and EPS from continuing operations before
special items. Special Items include charges and gains related to
divestitures, acquisitions, restructurings, legacy legal and tax
charges and other income or charges that may mask the underlying
operating results and/or business trends of the company or business
segment, as applicable. The company utilizes income and EPS from
continuing operations before special items to assess overall
operating performance and segment level core operating performance,
as well as to provide insight to management in evaluating overall
and segment operating plan execution and underlying market
conditions. They may be used as significant components in the
company's incentive compensation plans. Income and EPS from
continuing operations before special items are useful measures for
investors because they permit more meaningful comparisons of the
company's underlying operating results and business trends between
periods. The difference between income and EPS from continuing
operations before special items and income and EPS from continuing
operations (the most comparable GAAP measures) consists of the
impact of charges and gains related to divestitures, acquisitions,
restructurings, legacy legal and tax charges 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 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.
FORWARD-LOOKING STATEMENTS This release may contain certain
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are
subject to risks, uncertainty and changes in circumstances, which
may cause actual results, performance or achievements to differ
materially from anticipated results, performance or achievements.
All statements contained herein and in accompanying conference
calls or webcasts that are not clearly historical in nature are
forward-looking and the words "anticipate," "believe," "expect,"
"estimate," "plan," and similar expressions are generally intended
to identify forward-looking statements. The forward-looking
statements in this release 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. 26, 2008 and Quarterly Report on
Form 10-Q for the quarterly period ended December 26, 2008. TYCO
INTERNATIONAL LTD. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in
millions, except per share data) (Unaudited) Quarter Ended
------------- December 26, December 28, 2008 2007 ---- ---- Net
revenue $4,426 $4,837 Cost of sales 2,869 3,157 Selling, general
and administrative expenses 1,140 1,167 Separation costs - 9
Restructuring, asset impairment and divestiture charges, net 4 11
-- -- Operating income 413 493 Interest income 12 58 Interest
expense (73) (117) Other income, net 4 52 -- -- Income from
continuing operations before income taxes and minority interest 356
486 Income taxes (84) (125) Minority interest - (1) -- -- Income
from continuing operations 272 360 Income from discontinued
operations, net of income taxes 5 3 -- -- Net income $277 $363 ====
==== Basic earnings per common share: Income from continuing
operations $0.57 $0.73 Income from discontinued operations 0.02
0.01 ---- ---- Net income $0.59 $0.74 ===== ===== Diluted earnings
per common share: Income from continuing operations $0.57 $0.72
Income from discontinued operations 0.01 0.01 ---- ---- Net income
$0.58 $0.73 ===== ===== Weighted-average number of shares
outstanding: Basic 473 493 Diluted 475 497 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 26, 2008. TYCO INTERNATIONAL LTD. RESULTS OF SEGMENTS (in
millions) (Unaudited) Quarter Ended ------------- December 26,
December 28, 2008 2007 ---- ---- NET REVENUE ADT Worldwide $1,792
$1,928 Flow Control 959 1,074 Fire Protection Services 851 900
Electrical and Metal Products 416 487 Safety Products 408 447
Corporate and Other - 1 - - Total Net Revenue $4,426 $4,837 ======
====== OPERATING INCOME (LOSS) AND MARGIN ADT Worldwide $231 12.9%
$246 12.8% Flow Control 137 14.3% 171 15.9% Fire Protection
Services 58 6.8% 76 8.4% Electrical and Metal Products 27 6.5% 41
8.4% Safety Products 74 18.1% 86 19.2% Corporate and Other (114)
N/M (127) N/M ---- ---- Operating Income and Margin $413 9.3% $493
10.2% ==== ==== TYCO INTERNATIONAL LTD. CONDENSED CONSOLIDATED
BALANCE SHEETS (in millions) (Unaudited) December 26, September 26,
2008 2008 ---- ---- Current Assets: Cash and cash equivalents
$1,193 $1,519 Accounts receivable, net 2,747 2,981 Inventories
1,884 1,858 Other current assets 1,651 1,785 Assets of discontinued
operations 355 398 --- --- Total current assets 7,830 8,541
Property, plant and equipment, net 3,348 3,503 Goodwill 11,020
11,498 Intangible assets, net 2,607 2,655 Other assets 2,579 2,607
----- ----- Total Assets $27,384 $28,804 ======= ======= Current
Liabilities: Short-term debt and current maturities of long-term
debt $235 $555 Accounts payable 1,336 1,608 Accrued and other
current liabilities 2,360 2,750 Deferred revenue 528 607
Liabilities of discontinued operations 112 137 --- --- Total
current liabilities 4,571 5,657 Long-term debt 4,132 3,709 Other
liabilities 3,773 3,930 ----- ----- Total Liabilities 12,476 13,296
Minority interest 14 14 Shareholders' equity 14,894 15,494 -------
------- Total Liabilities and Shareholders' Equity $27,384 $28,804
======= ======= 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 26, 2008. TYCO
INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (in
millions) (Unaudited) Quarter Ended ------------- December 26,
December 28, 2008 2007 ---- ---- Cash Flows from Operating
Activities: Net income $277 $363 Income from discontinued
operations (5) (3) -- -- Income from continuing operations 272 360
Adjustments to reconcile net cash provided by operating activities:
Depreciation and amortization 275 276 Non-cash compensation expense
29 35 Deferred income taxes (17) (56) Provision for losses on
accounts receivable and inventory 34 30 Other non-cash items 18 13
Changes in assets and liabilities, net of the effects of
acquisitions and divestitures: Accounts receivable, net 13 (72)
Inventories (151) (118) Other current assets 14 (53) Accounts
payable (175) (139) Accrued and other liabilities (300) (341)
Income taxes, net 30 13 Other 14 (101) -- ---- Net cash provided by
(used in) operating activities 56 (153) -- ---- Net cash used in
discontinued operating activities - (24) Cash Flows from Investing
Activities: Capital expenditures (159) (176) Proceeds from disposal
of assets 2 7 Acquisition of businesses, net of cash acquired (45)
(22) Accounts purchased from ADT dealer program (117) (90) Other 18
(4) -- -- Net cash used in investing activities (301) (285) ----
---- Net cash provided by (used in) discontinued investing
activities 3 (19) Cash Flows from Financing Activities: Net
repayments of debt 106 8 Proceeds from exercise of share options -
13 Dividends paid (95) (74) Repurchase of common shares by
subsidiary (3) (229) Transfers from (to) discontinued operations 3
(42) Other 2 (70) - --- Net cash provided by (used in) financing
activities 13 (394) -- ---- Net cash (used in) provided by
discontinued financing activities (3) 43 Effect of currency
translation on cash (94) 7 --- --- Net decrease in cash and cash
equivalents (326) (825) Cash and cash equivalents at beginning of
period 1,519 1,894 ----- ----- Cash and cash equivalents at end of
period $1,193 $1,069 ====== ====== Reconciliation to "Free Cash
Flow": Net cash provided by (used in) operating activities $56
$(153) Decrease in sale of accounts receivable 3 5 Capital
expenditures, net (157) (169) Accounts purchased from ADT dealer
program (117) (90) Purchase accounting and holdback liabilities -
(1) --- --- Free Cash Flow $(215) $(408) NOTE: Free cash flow is a
non-GAAP measure. See description of non-GAAP measures contained in
this release. TYCO INTERNATIONAL LTD. ORGANIC REVENUE
RECONCILIATION (in millions) (Unaudited) Quarter Ended December 26,
2008 ------------------------------- Acquisition/ Foreign
Divestiture/ Net Revenue Currency Other -----------
---------------- --------------- ADT Worldwide $1,792 -7.1% $(169)
-8.8% $54 2.8% Flow Control 959 -10.7% (124) -11.5% 1 0.1% Fire
Protection Services 851 -5.4% (82) -9.1% - 0.0% Electrical and
Metal Products 416 -14.6% (16) -3.3% - 0.0% Safety Products 408
-8.7% (33) -7.4% (3) -0.6% Corporate and Other - -100.0% - 0.0% -
0.0% - - - Total Net Revenue $4,426 -8.5% $(424) -8.8% $52 1.1%
====== ===== === Net Revenue Organic for the Quarter Ended Revenue
December 28, 2007 --------- ----------------------- ADT Worldwide
$(21) -1.1% $1,928 Flow Control 8 0.7% 1,074 Fire Protection
Services 33 3.7% 900 Electrical and Metal Products (55) -11.3% 487
Safety Products (3) -0.7% 447 Corporate and Other (1) -100.0% 1 --
- Total Net Revenue $(39) -0.8% $4,837 ==== ====== NOTE: Organic
revenue is a non-GAAP measure. See description of non-GAAP measures
contained in this release. Tyco International Ltd.
----------------------- Earnings Per Share Summary (Unaudited)
------------- Quarter Ended ------------- Dec. 26, 2008 Dec. 28,
2007 ------------- ------------- -------------------------- -----
----- Diluted EPS from Continuing Operations (GAAP) $0.57 $0.72
--------------------------- ----- ----- Restructuring charges in
cost of sales and SG&A 0.01 0.01 Restructuring and asset
impairment charges, net - 0.02 Divestiture charges - - Separation
costs - (0.08) Tax items 0.01 0.04 Legacy legal settlement 0.02 -
-------------------------- ----- ----- Total Before Special Items
$0.61 $0.71 -------------------------- ----- ----- Tyco
International Ltd. For the Quarter Ended December 26, 2008 (in
millions, except per share data) (Unaudited) ADT Fire Electrical
Corporate World- Flow Protection & Metal Safety and wide
Control Services Products Products Other Revenue --------- -------
-------- -------- -------- ------ ------- Revenue (GAAP) $1,792
$959 $851 $416 $408 - $4,426 ---------------- Operating Income
---------------- Total ADT Fire Electrical Corporate Operat- World-
Flow Protection & Metal Safety and ing wide Control Services
Products Products Other Income --------- ------- -------- --------
-------- ------ ------- As Reported (GAAP) $231 $137 $58 $27 $74
($114) $413 Restruct- uring related charges in SG&A 1 1 1 1 4
Legacy legal settlement 8 8 Restruct- uring and asset impairment
charges, net 1 1 Divestiture charges 1 2 3 Tax items - Total Before
Special Items $232 $139 $58 $29 $75 ($104) $429 ---- ---- --- ---
--- ------ ---- Income Diluted Interest Other from EPS from
Expense, Expense, Income Minority Continuing Continuing net net
Taxes Interest Operations Operations ------- -------- -----
-------- ---------- ---------- As Reported (GAAP) ($61) $4 ($84) -
$272 $0.57 Restruct- uring related charges in SG&A (1) 3 0.01
Legacy legal settlement 8 0.02 Restruct- uring and asset impairment
charges, net 1 0.00 Divestiture charges (1) 2 0.00 Tax items 6 6
0.01 Total Before Special Items ($61) $4 ($80) $0 $292 $0.61 -----
--- ----- --- ---- ----- Diluted Shares Outstanding 475 Diluted
Shares Outstanding - Before Special Items 475 Tyco International
Ltd. For the Quarter Ended December 28, 2007 (in millions, except
per share data) (Unaudited) ADT Fire Electrical Corporate World-
Flow Protection & Metal Safety and wide Control Services
Products Products Other Revenue --------- ------- -------- --------
-------- ------ ------- Previously Reported Revenue (GAAP) $1,999
$1,074 $829 $487 $447 $1 $4,837 Segment Realign- ment (71) 71 -
Recasted Revenue (GAAP) $1,928 $1,074 $900 $487 $447 $1 $4,837
------ ------ ---- ---- ---- -- ------ ---------------- Operating
Income ---------------- Total ADT Fire Electrical Corporate Operat-
World- Flow Protection & Metal Safety and ing wide Control
Services Products Products Other Income --------- ------- --------
-------- -------- ------ ------- As Previously Reported (GAAP) $249
$171 $73 $41 $86 ($127) $493 Segment Realignment (3) 3 - As
Reported (GAAP) $246 $171 $76 $41 $86 ($127) $493 ---- ---- --- ---
--- ------ ---- Restruct- uring related charges in cost of sales 1
2 3 Separation costs 10 10 Restruct- uring and asset impairment
charges, net 7 1 2 1 11 Tax items - Total Before Special Items $253
$173 $76 $45 $87 ($117) $517 ---- ---- --- --- --- ------ ----
Income Diluted Interest Other from EPS from Expense, Expense,
Income Minority Continuing Continuing net net Taxes Interest
Operations Operations ------- -------- ----- -------- ----------
---------- As Previously Reported (GAAP) ($59) $52 ($125) ($1) $360
$0.72 ----- ----- ------ ---- ---- ----- Segment Realignment - - As
Reported (GAAP) ($59) $52 ($125) ($1) $360 $0.72 Restructuring
related charges in cost of sales (1) 2 0.01 Separation costs 7 (50)
(5) (38) (0.08) Restruct- uring and asset impairment charges, net
(3) 8 0.02 Tax items 20 20 0.04 Total Before Special Items ($52) $2
($114) ($1) $352 $0.71 ----- -- ------ ---- ---- ----- Diluted
Shares Outstanding 497 Diluted Shares Outstanding - Before Special
Items 497 DATASOURCE: Tyco International Ltd. CONTACT: Media, Paul
Fitzhenry, +1-609-720-4261, or Investor Relations, Ed Arditte,
+1-609-720-4621, or Antonella Franzen, +1-609-720-4665, all of Tyco
International Ltd. Web Site: http://www.tyco.com/
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