Fiscal Fourth Quarter Results 
- Net Sales of $2.7 Billion Increased 8 Percent Sequentially; Decreased 25 Percent Year-Over-Year

- GAAP Operating Income of $176 Million; Adjusted Operating Income of $221 Million, a 74 Percent Sequential Increase

- Diluted Earnings Per Share (EPS) From Continuing Operations of $0.18 on a GAAP Basis; Adjusted EPS of $0.30

- Cash From Continuing Operations of $549 Million; Free Cash Flow of $608 Million

Fiscal First Quarter Outlook
- Company Expects Sales of $2.7 to $2.8 Billion

- GAAP Operating Income Expected to be $190 to $220 Million; Adjusted Operating Income Expected to be $250 to $280 Million

SCHAFFHAUSEN, Switzerland, Nov. 4 /PRNewswire-FirstCall/ -- Tyco Electronics Ltd. (NYSE: TEL) today reported results for the fiscal fourth quarter ended Sept. 25, 2009. The company reported net sales of $2.7 billion for the fiscal fourth quarter, an 8 percent increase sequentially and a 25 percent decrease compared to the prior-year period. GAAP diluted earnings per share from continuing operations were $0.18 for the quarter, compared to $0.19 in the prior-year period. Included in the earnings per share from continuing operations were $0.08 per share of restructuring and other charges, $0.09 per share of income tax related charges, and $0.04 per share of income related to a gain from the early retirement of debt. This compares to $0.46 per share of net charges in the prior-year quarter. Adjusted EPS from continuing operations were $0.30 in the quarter, compared to last year's adjusted EPS of $0.65.

"Our fourth quarter was a strong finish to a challenging year," said Tyco Electronics Chief Executive Officer  Tom Lynch . "Sales increased 8 percent sequentially due to continued improvement in our automotive and consumer-related businesses which grew 17 percent. This more than offset the expected slowdown in our Undersea Telecommunications segment. The aggressive cost actions we initiated in response to the downturn, coupled with the sales increase, improved our adjusted operating margins from 5 to 8 percent sequentially. Further improvements in working capital enabled us to generate more than $600 million in free cash flow in the quarter, bringing our full-year free cash flow to more than $1.2 billion.

"In the first quarter, we expect our sales to be flat to up slightly due to continued strengthening in our Electronic Components segment, partially offset by the continued slowdown in our Undersea Telecommunications business. We expect another quarter of solid operating margin improvement."

The following discussion includes non-GAAP financial measures which are described at the end of this press release. For a reconciliation of these non-GAAP financial measures, see the attached tables. All dollar amounts are pre-tax and stated in millions. All comparisons are to the fiscal quarter ended Sept. 26, 2008 unless otherwise indicated.

 ($ in millions) Sept. 25, 2009 Sept. 26, 2008 $ Change % Change -------------- -------------- -------- -------- Net Sales $2,698 $3,576 $(878) (25)% Operating Income $176 $205 $(29) (14)% Restructuring and Other Charges $(45) $(165) Impairment of Goodwill $0 $(103) -- ------ Adjusted Operating Income $221 $473 $(252) (53)% Operating Margin 6.5% 5.7% Adjusted Operating Margin 8.2% 13.2% 

GAAP operating income was $176 million, compared to $205 million of operating income in the prior-year period. Included in the current quarter were restructuring and other charges of $45 million. Included in prior-year operating income were $165 million of restructuring and other charges and $103 million related to an impairment of goodwill. Excluding these items in both periods, adjusted operating income was $221 million compared to $473 million a year ago, a decrease of 53 percent. The adjusted operating margin was 8.2 percent, compared to 13.2 percent a year ago -- reflecting a 25 percent decline in sales.

CASH FLOW

Cash from continuing operations was $549 million during the quarter, compared to $597 million in the year-ago period. Free cash flow was $608 million, compared to $437 million in the prior-year period. The increase in free cash flow was primarily driven by inventory reductions, as well as reduced capital expenditures versus the prior year.

ADDITIONAL ITEMS

 -- In early July, the company repurchased approximately $152 million of principal amount of its senior notes. As a result, the company reported a net gain of $19 million in the fiscal fourth quarter. -- On Oct. 8, the company's shareholders approved a dividend in the form of a capital reduction of $0.16 per share for each of the first and second quarters of fiscal 2010. 

ORDERS

Total company orders increased 25 percent sequentially in the fourth quarter. On a year-over-year basis, orders declined 8 percent. The book-to-bill ratio was 1.07 in the quarter. Excluding the company's Undersea Telecommunications segment, which is a project-oriented business with uneven order patterns, orders increased 12 percent sequentially and declined 17 percent year-over-year and the book-to-bill ratio was 1.05.

FIRST QUARTER FISCAL 2010 OUTLOOK

For the first quarter of fiscal 2010, the company expects sales of $2.7 to $2.8 billion, which is flat to a 4 percent increase sequentially. The company expects income from operations of $190 to $220 million, which includes restructuring and other charges of approximately $60 million. Adjusted operating income is expected to be $250 to $280 million. GAAP EPS from continuing operations is expected to be $0.25 to $0.29, including restructuring and other charges of approximately $0.10 per share. Adjusted EPS from continuing operations are expected to be $0.35 to $0.39, compared to adjusted EPS of $0.21 in the prior-year period. This outlook assumes current foreign exchange rates.

 ($ in millions, except per share amounts) Q1 Outlook ---------- Sales $2,700 to $2,800 GAAP Operating Income $190 to $220 Restructuring and Other Charges $(60) Adjusted Operating Income $250 to $280 GAAP Earnings Per Share $0.25 to $0.29 Adjusted EPS from Continuing Operations $0.35 to $0.39 

SEGMENT RESULTS

Tyco Electronics is comprised of four reporting segments: Electronic Components, Network Solutions, Specialty Products and Undersea Telecommunications.

Electronic Components

The Electronic Components segment is one of the world's largest suppliers of passive electronic components, including connectors and interconnect systems, relays, switches, sensors, and wire and cable.

 ($ in millions) Sept. 25, Sept. 26, 2009 2008 $ Change % Change Organic Growth ------ ------ -------- -------- -------------- Net Sales $1,632 $2,255 $(623) (28)% (24)% Operating Income $38 $29 $9 31% Restructuring and Other Charges $(24) $(157) Impairment of Goodwill $0 $(103) -- ----- Adjusted Operating Income $62 $289 $(227) (79)% Operating Margin 2.3% 1.3% Adjusted Operating Margin 3.8% 12.8% 

Sales in the segment declined 28 percent compared to the prior-year quarter and increased 15 percent on a sequential basis. The segment experienced year-over-year declines across all end-markets, including automotive which was down 19 percent, computer down 37 percent, communications down 39 percent and industrial down 43 percent.

Operating margin and adjusted operating margin decreased primarily due to the sales declines and the negative impact of lower production to reduce inventory, partially offset by the company's cost reduction activities. The current quarter included $24 million of restructuring and other charges, compared to $157 million of restructuring and other charges and $103 million of charges related to an impairment of goodwill in the prior-year quarter.

Network Solutions

The Network Solutions segment is one of the world's largest suppliers of infrastructure components and systems for the communication service provider, enterprise networks and energy markets.

 ($ in millions) Sept. 25, Sept. 26, 2009 2008 $ Change % Change Organic Growth ------ ------ -------- -------- -------------- Net Sales $436 $560 $(124) (22)% (18)% Operating Income $37 $65 $(28) (43)% Restructuring and Other Charges $(14) $(4) ---- --- Adjusted Operating Income $51 $69 $(18) (26)% Operating Margin 8.5% 11.6% Adjusted Operating Margin 11.7% 12.3% 

Segment sales declined 22 percent compared to the prior-year quarter and increased 3 percent sequentially. Compared to the prior year, sales to the communication service provider market declined 27 percent, sales to the energy market declined 20 percent and sales to the enterprise networks market declined 24 percent. The revenue decline was due to reduced capital spending by customers in these markets.

Operating margin and adjusted operating margin decreased primarily due to the sales declines, partially offset by the company's cost reduction activities. Restructuring and other charges in the quarter were $14 million, compared to $4 million in the prior-year quarter.

Specialty Products

The Specialty Products segment is a leader in providing highly-engineered custom solutions, components and connectors for electronic systems, subsystems and devices in the aerospace, defense and marine; medical; touch systems; and circuit protection markets.

 ($ in millions) Sept. 25, Sept. 26, 2009 2008 $ Change % Change Organic Growth ------ ------ -------- -------- -------------- Net Sales $362 $459 $(97) (21)% (22)% Operating Income $47 $65 $(18) (28)% Restructuring and Other Charges $(4) $(3) Other Items $0 $(8) -- --- Adjusted Operating Income $51 $76 $(25) (33)% Operating Margin 13.0% 14.2% Adjusted Operating Margin 14.1% 16.6% 

Segment sales declined 21 percent compared to the prior-year quarter and increased 6 percent sequentially. Year-over-year, sales to the aerospace, defense and marine market declined 23 percent, touch systems declined 25 percent, circuit protection declined 14 percent, and medical decreased 16 percent.

Operating margin and adjusted operating margin decreased primarily due to the sales declines, partially offset by the company's cost reduction activities. Restructuring and other charges in the quarter were $4 million, compared to $3 million of restructuring and other charges and $8 million of other items in the prior-year quarter.

Undersea Telecommunications

The company's Undersea Telecommunications segment is a world leader in developing, manufacturing, installing and maintaining the world's most advanced fiber optic undersea networks.

 ($ in millions) Sept. 25, Sept. 26, 2009 2008 $ Change % Change Organic Growth ------ ------ -------- -------- -------------- Net Sales $268 $302 $(34) (11)% (11)% Operating Income $54 $38 $16 42% Restructuring and Other Charges $(3) $(1) --- --- Adjusted Operating Income $57 $39 $18 46% Operating Margin 20.1% 12.6% Adjusted Operating Margin 21.3% 12.9% 

Segment sales decreased 11 percent compared to the prior-year quarter and decreased 16 percent sequentially. Operating margin and adjusted operating margin increases were due to favorable project mix and execution. Restructuring and other charges in the quarter were $3 million compared to $1 million in the prior-year quarter.

ABOUT TYCO ELECTRONICS

Tyco Electronics Ltd. is a leading global provider of engineered electronic components, network solutions, specialty products and undersea telecommunication systems, with fiscal 2009 sales of $10.3 billion to customers in more than 150 countries. We design, manufacture and market products for customers in a broad array of industries including automotive; data communication systems and consumer electronics; telecommunications; aerospace, defense and marine; medical; energy; and lighting. With approximately 7,000 engineers and worldwide manufacturing, sales and customer service capabilities, Tyco Electronics' commitment is our customers' advantage. More information on Tyco Electronics can be found at http://www.tycoelectronics.com/.

CONFERENCE CALL AND WEBCAST

 -- The company will hold a conference call for investors today beginning at 8:30 a.m. EST. -- Internet users will be able to access the company's earnings webcast, including slide materials, at the "Investors" section of Tyco Electronics' website: http://investors.tycoelectronics.com. -- For both "listen-only" telephone participants and those participants who wish to take part in the question-and-answer portion of the call, the dial-in number in the United States is (800) 230-1059. The telephone dial-in number for participants outside the United States is (612) 234-9959. -- An audio replay of the conference call will be available beginning at 10:30 a.m. on Nov. 4, 2009 and ending at 11:59 p.m. on Nov. 11, 2009. 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 117013. 

NON-GAAP MEASURES

"Organic Sales Growth," "Adjusted Operating Income," "Adjusted Operating Margin," "Adjusted Interest Expense," "Adjusted Other Income (Expense), Net," "Adjusted Income Tax Expense," "Adjusted Income from Continuing Operations," "Adjusted Earnings Per Share," and "Free Cash Flow" (FCF) are non-GAAP measures and should not be considered replacements for GAAP results.

"Organic Sales Growth" is a useful measure used by the company to measure the underlying results and trends in the business. The difference between reported net sales growth (the most comparable GAAP measure) and Organic Sales Growth (the non-GAAP measure) consists of the impact from foreign currency, acquisitions and divestitures. Organic Sales 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 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 sales. This limitation is best addressed by using organic sales growth in combination with the GAAP numbers. See the accompanying tables to this press release for the reconciliation presenting the components of Organic Sales Growth.

The company has presented its operating income before unusual items including charges related to legal settlements and reserves, restructuring charges, impairment charges and other income or charges ("Adjusted Operating Income"). The company utilizes Adjusted Operating Income to assess segment level core operating performance and to provide insight to management in evaluating segment operating plan execution and underlying market conditions. It is also a significant component in the company's incentive compensation plans. Adjusted Operating Income is a useful measure for investors because it better reflects the company's underlying operating results, trends and the comparability of these results between periods. The difference between Adjusted Operating Income and operating income (the most comparable GAAP measure) consists of the impact of charges related to legal settlements and reserves, restructuring charges, impairment charges and other income or charges that may mask the underlying operating results and/or business trends. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease the company's reported operating income. This limitation is best addressed by using Adjusted Operating Income in combination with operating income (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease on reported results.

The company has presented its operating margin before unusual items including charges related to legal settlements and reserves, restructuring charges, impairment charges and other income or charges ("Adjusted Operating Margin"). The company presents and forecasts its Adjusted Operating Margin before unusual items to give investors a perspective on the underlying business results. Because the company cannot predict the amount and timing of such items and the associated charges or gains that will be recorded in the company's financial statements, it is difficult to include the impact of those items in the forecast.

The company has presented interest expense before unusual items including costs related to the retirement of debt ("Adjusted Interest Expense"). The company presents Adjusted Interest Expense as it believes that it is appropriate for investors to consider results excluding these items in addition to its results in accordance with GAAP. The difference between Adjusted Interest Expense and interest expense (the most comparable GAAP measure) is the gain related to retirement of debt. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease interest expense. This limitation is best addressed by using Adjusted Interest Expense in combination with interest expense (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease in reported amounts.

The company has presented other income (expense), net before unusual items including tax sharing income related to the adoption of the uncertain tax position provisions of Accounting Standards Codification ("ASC") 740 (Income Taxes) and the gain on retirement of debt ("Adjusted Other Income (Expense), Net"). The company presents Adjusted Other Income (Expense), Net as it believes that it is appropriate for investors to consider results excluding these items in addition to its results in accordance with GAAP. The difference between Adjusted Other Income (Expense), Net and other income (expense), net (the most comparable GAAP measure) consists of tax sharing income related to the adoption of the uncertain tax position provisions of ASC 740 and the gain related to retirement of debt and, if applicable, related tax effects. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease other income (expense), net. This limitation is best addressed by using Adjusted Other Income (Expense), Net in combination with other income (expense), net (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease in reported amounts.

The company has presented income tax expense after adjusting for the tax effect of unusual items including charges related to restructuring, impairment charges and other income or charges ("Adjusted Income Tax Expense"). The company presents Adjusted Income Tax Expense to provide investors further information regarding the tax effects of adjustments used in determining the non-GAAP financial measure Adjusted Income from Continuing Operations (as defined below). The difference between Adjusted Income Tax Expense and income tax expense (the most comparable GAAP measure) is the tax effect of adjusting items. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease income tax expense. This limitation is best addressed by using Adjusted Income Tax Expense in combination with income tax expense in order to better understand the amounts, character and impact of any increase or decrease in reported amounts.

The company has presented income from continuing operations before unusual items including charges related to legal settlements and reserves, restructuring charges, impairment charges, tax sharing income related to the adoption of the uncertain tax position provisions of ASC 740, other income or charges and, if applicable, related tax effects ("Adjusted Income from Continuing Operations"). The company presents Adjusted Income from Continuing Operations as it believes that it is appropriate for investors to consider results excluding these items in addition to its results in accordance with GAAP. Adjusted Income from Continuing Operations provides additional information regarding the company's underlying operating results, trends and the comparability of these results between periods. The difference between Adjusted Income from Continuing Operations and income from continuing operations (the most comparable GAAP measure) consists of the impact of charges related to legal settlements and reserves, restructuring charges, impairment charges, tax sharing income related to the adoption of the uncertain tax position provisions of ASC 740, other income or charges and, if applicable, related tax effects. The limitation of this measure is that it excludes the financial impact of items that would otherwise either increase or decrease the company's reported results. This limitation is best addressed by using Adjusted Income from Continuing Operations in combination with income from continuing operations (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease in reported amounts.

The company has presented adjusted diluted earnings per share, which is diluted earnings per share from continuing operations before unusual items, including charges related to legal settlements and reserves, restructuring charges, impairment charges, tax sharing income related to the adoption of the uncertain tax position provisions of ASC 740 and other income or charges ("Adjusted Earnings Per Share"). The company presents Adjusted Earnings Per Share because it believes that it is appropriate for investors to consider results excluding these items in addition to its results in accordance with GAAP. The company believes such a measure provides a picture of its results that is more comparable among periods since it excludes the impact of unusual items, which may recur occasionally, but tend to be irregular as to timing, thereby making comparisons between periods more difficult. This limitation is best addressed by using Adjusted Earnings Per Share in combination with diluted earnings per share from continuing operations (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease on reported results.

"Free Cash Flow" (FCF) is a useful measure of the company's cash generation 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. The difference reflects the impact from:

 -- net capital expenditures, -- voluntary pension contributions, and -- cash impact of unusual items. 

Net capital expenditures are subtracted because they represent long-term commitments. Voluntary pension contributions are subtracted from the GAAP measure because this activity is driven by economic financing decisions rather than operating activity. The company forecasts 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 cash impact of unusual items because the company cannot predict the amount and timing of such items.

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. 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.

Because the company does not predict the amount and timing of unusual items that might occur in the future, and its forecasts are developed at a level of detail different than that used to prepare GAAP-based financial measures, the company does not provide reconciliations to GAAP of its forward-looking financial measures.

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, financial condition or achievements to differ materially from anticipated results, performance, financial condition 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. Tyco Electronics has no intention and is under no obligation to update or alter (and expressly disclaims any such intention or obligation to do so) its forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this release include statements addressing our future financial condition and operating results. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as developments in the credit markets; conditions affecting demand for products, particularly the automotive industry and the telecommunications, computer and consumer electronics industries; future goodwill impairment; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; political, economic and military instability in countries in which we operate; compliance with current and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation. More detailed information about these and other factors is set forth in Tyco Electronics' Annual Report on Form 10-K/A for the fiscal year ended Sept. 26, 2008 and Quarterly Reports on Form 10-Q for the quarterly periods ended Dec. 26, 2008, March 27, 2009, and June 26, 2009, as well as in Tyco Electronics' Current Reports on Form 8-K and other reports filed by Tyco Electronics with the Securities and Exchange Commission.

 TYCO ELECTRONICS LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Quarter Ended For the Year Ended --------------------- ------------------ Sept. 25, Sept. 26, Sept. 25, Sept. 26, 2009 2008 2009 2008 ---- ---- ---- ---- (in millions, except per share data) Net sales $2,698 $3,576 $10,256 $14,373 Cost of sales 2,007 2,568 7,720 10,200 ----- ----- ----- ------ Gross income 691 1,008 2,536 4,173 Selling, general, and administrative expenses 338 396 1,408 1,573 Research, development, and engineering expenses 131 155 536 593 Pre-Separation litigation charges, net - (8) 144 22 Restructuring and other charges, net 46 157 375 219 Impairment of goodwill - 103 3,547 103 -- --- ----- --- Operating income (loss) 176 205 (3,474) 1,663 Interest income 4 7 17 32 Interest expense (40) (46) (165) (190) Other income (expense), net (55) (39) (48) 567 --- --- --- --- Income (loss) from continuing operations before income taxes and minority interest 85 127 (3,670) 2,072 Income tax (expense) benefit (1) (38) 576 (540) Minority interest (1) (1) (6) (5) -- -- -- -- Income (loss) from continuing operations 83 88 (3,100) 1,527 Income (loss) from discontinued operations, net of income taxes 10 114 (156) 255 -- --- ---- --- Net income (loss) $93 $202 $(3,256) $1,782 === ==== ======= ====== Basic earnings (loss) per share: Income (loss) from continuing operations $0.18 $0.19 $(6.75) $3.16 Income (loss) from discontinued operations 0.02 0.24 (0.34) 0.53 ---- ---- ----- ---- Net income (loss) $0.20 $0.43 $(7.09) $3.69 ===== ===== ====== ===== Diluted earnings (loss) per share: Income (loss) from continuing operations $0.18 $0.19 $(6.75) $3.14 Income (loss) from discontinued operations 0.02 0.24 (0.34) 0.53 ---- ---- ----- ---- Net income (loss) $0.20 $0.43 $(7.09) $3.67 ===== ===== ====== ===== Weighted-average number of shares outstanding: Basic 459 470 459 483 Diluted 461 473 459 486 TYCO ELECTRONICS LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) Sept. 25, Sept. 26, 2009 2008 ---- ---- (in millions, except share data) Assets Current Assets: Cash and cash equivalents $1,521 $1,090 Accounts receivable, net of allowance for doubtful accounts of $48 and $40, respectively 1,975 2,656 Inventories 1,435 2,159 Prepaid expenses and other current assets 487 756 Deferred income taxes 161 204 Assets held for sale - 770 -- --- Total current assets 5,579 7,635 Property, plant, and equipment, net 3,111 3,342 Goodwill 3,160 6,749 Intangible assets, net 407 454 Deferred income taxes 2,518 1,915 Receivable from Tyco International Ltd. and Covidien Ltd. 1,211 1,218 Other assets 234 287 --- --- Total Assets $16,220 $21,600 ======= ======= Liabilities and Shareholders' Equity Current Liabilities: Current maturities of long-term debt $101 $20 Accounts payable 1,068 1,433 Accrued and other current liabilities 1,243 1,558 Deferred revenue 203 207 Liabilities held for sale - 169 -- --- Total current liabilities 2,615 3,387 Long-term debt 2,316 3,161 Long-term pension and postretirement liabilities 1,129 721 Deferred income taxes 188 289 Income taxes 2,312 2,291 Other liabilities 634 668 --- --- Total Liabilities 9,194 10,517 ----- ------ Commitments and contingencies Minority interest 10 10 Shareholders' Equity: Preferred shares, none at Sept. 25, 2009; 125,000,000 shares authorized and none outstanding, $0.20 par value, at Sept. 26, 2008 - - Common shares, 468,215,574 shares authorized and issued, CHF 2.43 par value, at Sept. 25, 2009; 1,000,000,000 shares authorized and 500,241,706 issued, $0.20 par value, at Sept. 26, 2008 1,049 100 Capital in excess: Share premium - 61 Contributed surplus 8,135 10,106 Accumulated (deficit) earnings (2,274) 1,141 Treasury shares, at cost, 9,425,172 shares at Sept. 25, 2009; 36,904,702 shares at Sept. 26, 2008 (349) (1,264) Accumulated other comprehensive income 455 929 --- --- Total Shareholders' Equity 7,016 11,073 ----- ------ Total Liabilities and Shareholders' Equity $16,220 $21,600 ======= ======= TYCO ELECTRONICS LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Quarter Ended For the Year Ended --------------------- ------------------ Sept. 25, Sept. 26, Sept. 25, Sept. 26, 2009 2008 2009 2008 ---- ---- ---- ---- (in millions) Cash Flows From Operating Activities: Net income (loss) $93 $202 $(3,256) $1,782 (Income) loss from discontinued operations, net of income taxes (10) (114) 156 (255) --- ---- --- ---- Income (loss) from continuing operations 83 88 (3,100) 1,527 Adjustments to reconcile net cash provided by (used in) operating activities: Impairment of goodwill - 103 3,547 103 Class action settlement - - - (936) Non-cash restructuring and other charges, net 20 53 49 81 Depreciation and amortization 133 140 515 539 Deferred income taxes 109 (41) (583) 164 Provision for losses on accounts receivable and inventory 17 12 74 42 Tax sharing (income) loss 77 39 68 (567) Other (3) 30 53 42 Changes in assets and liabilities, net of the effects of acquisitions and divestitures: Accounts receivable, net (128) 45 651 (107) Inventories 167 48 638 (221) Inventoried costs on long-term contracts 103 (5) (4) (46) Prepaid expenses and other current assets (40) (6) 184 56 Accounts payable 50 (40) (420) 41 Accrued and other liabilities 124 168 (124) 120 Income taxes (142) 18 (115) 18 Deferred revenue 34 (2) (7) 120 Other (55) (53) (48) (54) --- --- --- --- Net cash provided by (used in) continuing operating activities 549 597 1,378 922 Net cash provided by (used in) discontinued operating activities (7) 41 (49) 67 -- -- --- -- Net cash provided by (used in) operating activities 542 638 1,329 989 --- --- ----- --- Cash Flows From Investing Activities: Capital expenditures (58) (165) (328) (610) Proceeds from sale of property, plant, and equipment 4 5 13 42 Class action settlement escrow - - - 936 Proceeds from divestiture of discontinued operations, net of cash retained by operations sold (1) 469 693 571 Other 2 (8) 16 (29) -- -- -- --- Net cash provided by (used in) continuing investing activities (53) 301 394 910 Net cash provided by (used in) discontinued investing activities - (5) (3) (15) -- -- -- --- Net cash provided by (used in) investing activities (53) 296 391 895 --- --- --- --- Cash Flows From Financing Activities: Net (decrease) increase in commercial paper - (21) (649) 630 Repayment of long-term debt (141) (400) (602) (1,751) Proceeds from long-term debt - 400 448 900 Repurchase of common shares - (410) (152) (1,242) Payment of common share dividends and cash distributions to shareholders (73) (66) (294) (271) Proceeds from exercise of share options - 3 1 54 Transfers (to) from discontinued operations (7) (27) (56) 5 Other (2) - (6) (12) -- -- -- --- Net cash provided by (used in) continuing financing activities (223) (521) (1,310) (1,687) Net cash provided by (used in) discontinued financing activities 7 (21) 56 (52) -- --- -- --- Net cash provided by (used in) financing activities (216) (542) (1,254) (1,739) ---- ---- ------ ------ Effect of currency translation on cash (10) (18) (31) 1 Net increase (decrease) in cash and cash equivalents 263 374 435 146 Less: net (increase) decrease in cash and cash equivalents related to discontinued operations - (15) (4) - Cash and cash equivalents at beginning of period 1,258 731 1,090 944 ----- --- ----- --- Cash and cash equivalents at end of period $1,521 $1,090 $1,521 $1,090 ====== ====== ====== ====== Supplemental Cash Flow Information: Income taxes paid, net of refunds $34 $62 $121 $359 Reconciliation to Free Cash Flow: Net cash provided by continuing operating activities $549 $597 $1,378 $922 Capital expenditures, net (54) (160) (315) (568) Pre-Separation litigation payments 52 - 102 - Voluntary pension contributions 61 - 61 - Class action settlement - - - 936 -- -- -- --- Free cash flow (1) $608 $437 $1,226 $1,290 ==== ==== ====== ====== (1) Free cash flow is a non-GAAP measure. See description of non-GAAP measures contained in this release. TYCO ELECTRONICS LTD. CONSOLIDATED SEGMENT DATA (UNAUDITED) For the Quarter Ended --------------------- Sept. 25, Sept. 26, 2009 2008 ---- ---- ($ in millions) Net Sales: Electronic Components $1,632 $2,255 Network Solutions 436 560 Specialty Products 362 459 Undersea Telecommunications 268 302 --- --- Total $2,698 $3,576 ====== ====== Operating Income (Loss): Electronic Components $38 2.3% $29 1.3% Network Solutions 37 8.5% 65 11.6% Specialty Products 47 13.0% 65 14.2% Undersea Telecommunications 54 20.1% 38 12.6% Pre-Separation litigation charges, net - 8 -- -- Total $176 6.5% $205 5.7% ==== ==== For the Year Ended ------------------ Sept. 25, Sept. 26, 2009 2008 ---- ---- ($ in millions) Net Sales: Electronic Components $5,961 $9,277 Network Solutions 1,719 2,162 Specialty Products 1,415 1,769 Undersea Telecommunications 1,161 1,165 ----- ----- Total $10,256 $14,373 ======= ======= Operating Income (Loss): Electronic Components $(3,716) -62.3% $978 10.5% Network Solutions 133 7.7% 251 11.6% Specialty Products 34 2.4% 296 16.7% Undersea Telecommunications 219 18.9% 160 13.7% Pre-Separation litigation charges, net (144) (22) ---- --- Total $(3,474) -33.9% $1,663 11.6% ======= ====== TYCO ELECTRONICS LTD. NET SALES GROWTH RECONCILIATION (UNAUDITED) Change in Net Sales for the Quarter Ended Sept. 25, 2009 versus Net Sales for the Quarter Ended Sept. 26, 2008 --------------------------------------- Organic (1) Translation (2) Divestiture ------------ -------------- ----------- ($ in millions) Electronic Components (3): Automotive $(155) (15.3)% $(35) $- Computer (90) (36.7) 1 (2) Communications (77) (30.4) 8 (31) Appliance (33) (24.0) (2) - Industrial (56) (41.0) (3) - Consumer Electronics (17) (32.2) - (2) Other (120) (29.0) (6) (3) ---- ----- -- -- Total (548) (24.3) (37) (38) ---- ----- --- --- Network Solutions (3): Energy (40) (15.3) (12) - Service Providers (34) (21.7) (7) - Enterprise Networks (28) (19.7) (6) - Other 1 7.9 2 - -- --- -- -- Total (101) (18.0) (23) - ---- ----- --- -- Specialty Products (3): Aerospace, Defense, and Marine (44) (22.7) (1) - Touch Systems (29) (24.9) (1) - Medical (11) (15.5) - - Circuit Protection (15) (18.9) 4 - --- ----- -- -- Total (99) (21.5) 2 - --- ----- -- -- Undersea Telecommunications (32) (10.9) (2) - --- ----- -- -- Total $(780) (21.8)% $(60) $(38) ===== ===== ==== ==== Change in Net Sales for the Quarter Ended Sept. 25, 2009 Percentage of versus Net Segment's Sales for the Total Quarter Ended Net Sales Sept. 26, 2008 for the --------------- Quarter Ended Total Sept. 25, 2009 ----- --------- ($ in millions) Electronic Components (3): Automotive $(190) (18.8)% 50% Computer (91) (37.0) 10 Communications (100) (39.4) 9 Appliance (35) (25.4) 6 Industrial (59) (43.1) 5 Consumer Electronics (19) (35.2) 2 Other (129) (31.2) 18 ---- ----- -- Total (623) (27.6) 100% ---- ----- --- Network Solutions (3): Energy (52) (20.1) 48 Service Providers (41) (26.5) 26 Enterprise Networks (34) (23.8) 25 Other 3 100.0 1 -- ----- -- Total (124) (22.1) 100% ---- ----- --- Specialty Products (3): Aerospace, Defense, and Marine (45) (23.2) 41 Touch Systems (30) (25.4) 24 Medical (11) (15.9) 16 Circuit Protection (11) (14.1) 19 --- ----- -- Total (97) (21.1) 100% --- ----- --- Undersea Telecommunications (34) (11.3) --- ----- Total $(878) (24.6)% ===== ===== Change in Net Sales for the Year Ended Sept. 25, 2009 versus Net Sales for the Year Ended Sept. 26, 2008 ------------------------------------ Organic (1) Translation (2) Divestiture ------------ --------------- ----------- ($ in millions) Electronic Components (3): Automotive $(1,471) (33.1)% $(227) $- Computer (350) (35.9) 2 (3) Communications (258) (26.4) 18 (74) Appliance (156) (29.1) (12) - Industrial (181) (35.2) (23) 2 Consumer Electronics (53) (27.7) 2 (8) Other (467) (28.2) (47) (10) ---- ----- --- --- Total (2,936) (31.7) (287) (93) ------ ----- ---- --- Network Solutions (3): Energy (88) (9.0) (89) - Service Providers (76) (12.3) (53) - Enterprise Networks (105) (19.1) (35) - Other (1) (5.7) 4 - -- ---- -- -- Total (270) (12.5) (173) - ---- ----- ---- -- Specialty Products (3): Aerospace, Defense, and Marine (104) (14.0) (18) - Touch Systems (106) (23.7) (10) - Medical (23) (8.6) (2) - Circuit Protection (99) (32.1) 8 - --- ----- -- -- Total (332) (18.8) (22) - ---- ----- --- -- Undersea Telecommunications (4) (0.4) - - -- ---- -- -- Total $(3,542) (24.6)% $(482) $(93) ======= ===== ===== ==== Change in Net Sales for the Year Ended Sept. 25, 2009 Percentage of versus Net Segment's Sales for the Total Year Ended Net Sales Sept. 26, 2008 for the --------------- Year Ended Total Sept. 25, 2009 ----- --------- ($ in millions) Electronic Components (3): Automotive $(1,698) (38.2)% 46% Computer (351) (36.0) 11 Communications (314) (32.1) 11 Appliance (168) (31.4) 6 Industrial (202) (39.4) 5 Consumer Electronics (59) (31.1) 2 Other (524) (31.9) 19 ---- ----- -- Total (3,316) (35.7) 100% ------ ----- --- Network Solutions (3): Energy (177) (18.1) 47 Service Providers (129) (20.9) 28 Enterprise Networks (140) (25.5) 24 Other 3 16.7 1 -- ---- -- Total (443) (20.5) 100% ---- ----- --- Specialty Products (3): Aerospace, Defense, and Marine (122) (16.4) 44 Touch Systems (116) (26.0) 24 Medical (25) (9.3) 17 Circuit Protection (91) (29.5) 15 --- ----- -- Total (354) (20.0) 100% ---- ----- --- Undersea Telecommunications (4) (0.3) -- ---- Total $(4,117) (28.6)% ======= ===== (1) Represents the change in net sales resulting from volume and price changes, before consideration of acquisitions, divestitures, and the impact of changes in foreign currency exchange rates. Organic net sales growth is a non-GAAP measure. See description of non-GAAP measures contained in this release. (2) Represents the change in net sales resulting from changes in foreign currency exchange rates. (3) Industry end market information about net sales is presented consistently with our internal management reporting and may be periodically revised as management deems necessary. TYCO ELECTRONICS LTD. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES For the Quarter Ended Sept. 25, 2009 (UNAUDITED) Adjustments ----------- Restructuring and Other Adjusted U.S. Charges, Tax Retirement (Non- GAAP Net (1) Items (2) of Debt GAAP) (3) ---- ------------- --------- ---------- --------- ($ in millions, except per share data) Operating Income: Electronic Components $38 $24 $- $- $62 Network Solutions 37 14 - - 51 Specialty Products 47 4 - - 51 Undersea Telecommunications 54 3 - - 57 -- -- -- -- -- Total $176 $45 $- $- $221 ==== === == == ==== Operating Margin 6.5% 8.2% === === Interest Expense $(40) $- $- $3 $(37) ==== == == == ==== Other Income (Expense), Net $(55) $- $86 $(22) $9 ==== == === ==== == Income Tax Expense $(1) $(9) $(46) $- $(56) === === ==== == ==== Income from Continuing Operations $83 $36 $40 $(19) $140 === === === ==== ==== Diluted Earnings per Share from Continuing Operations $0.18 $0.08 $0.09 $(0.04) $0.30 ===== ===== ===== ====== ===== (1) Includes $46 million recorded in net restructuring and other charges and a $1 million credit recorded in cost of sales. (2) Includes an income tax benefit primarily related to proposed adjustments to prior year tax returns, and charges to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien. (3) See description of non-GAAP measures contained in this release. TYCO ELECTRONICS LTD. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES For the Quarter Ended Sept. 26, 2008 (UNAUDITED) Adjustments ----------- Restructuring and Other Impair- Other Adjusted U.S. Charges, ment of Tax Items, (Non- GAAP Net (1) Goodwill Items (2) Net (3) GAAP) (4) ---- --------- -------- --------- ------- --------- ($ in millions, except per share data) Operating Income: Electronic Components $29 $157 $103 $- $- $289 Network Solutions 65 4 - - - 69 Specialty Products 65 3 - - 8 76 Undersea Tele- communications 38 1 - - - 39 Pre-Separation litigation charges, net 8 - - - (8) - -- -- -- -- -- -- Total $205 $165 $103 $- $- $473 ==== ==== ==== == == ==== Operating Margin 5.7% 13.2% === ==== Other Income (Expense), Net $(39) $- $- $54 $- $15 ==== == == === == === Income Tax Expense $(38) $(8) $(14) $(76) $(4) $(140) ==== === ==== ==== === ===== Income from Continuing Operations $88 $157 $89 $(22) $(4) $308 === ==== === ==== === ==== Diluted Earnings per Share from Continuing Operations $0.19 $0.33 $0.19 $(0.05) $(0.01) $0.65 ===== ===== ===== ====== ====== ===== (1) Includes $157 million recorded in net restructuring and other charges and $8 million recorded in cost of sales. (2) Includes $22 million of income related to various tax matters, including a tax settlement. (3) Consists of $8 million of income related to insurance recoveries on pre-Separation securities litigation and $8 million of costs related to a customs settlement recorded in selling, general, and administrative expenses. (4) See description of non-GAAP measures contained in this release. TYCO ELECTRONICS LTD. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES For the Year Ended Sept. 25, 2009 (UNAUDITED) Adjustments ----------- Restructuring and Other Impair- Other Adjusted U.S. Charges, ment of Tax Items, (Non- GAAP Net (1) Goodwill Items (2) Net (3) GAAP) (4) ---- --------- -------- --------- ------- --------- ($ in millions, except per share data) Operating Income (Loss): Electronic Components $(3,716) $278 $3,435 $- $- $(3) Network Solutions 133 56 - - - 189 Specialty Products 34 31 112 - 8 185 Undersea Tele- communications 219 8 - - - 227 Pre-Separation litigation charges, net (144) - - - 144 - ---- -- -- -- --- -- Total $(3,474) $373 $3,547 $- $152 $598 ======= ==== ====== == ==== ==== Operating Margin -33.9% 5.8% ===== === Interest Expense $(165) $- $- $- $3 $(162) ===== == == == == ===== Other Income (Expense), Net $(48) $- $- $86 $(22) $16 ==== == == === ==== === Income Tax (Expense) Benefit $576 $(87) $(523) $(46) $(3) $(83) ==== ==== ===== ==== === ==== Income (Loss) from Continuing Operations $(3,100) $286 $3,024 $40 $130 $380 ======= ==== ====== === ==== ==== Diluted Earnings (Loss) per Share from Continuing Operations (5) $(6.75) $0.62 $6.57 $0.09 $0.28 $0.83 ====== ===== ===== ===== ===== ===== (1) Includes $375 million recorded in net restructuring and other charges and a $2 million credit recorded in cost of sales. (2) Includes an income tax benefit primarily related to proposed adjustments to prior year tax returns, and charges to other expense pursuant to the Tax Sharing Agreement with Tyco International and Covidien. (3) Consists of $144 million of costs related to the settlement of pre-Separation securities litigation and $8 million of costs related to a product liability matter from several years ago recorded in selling, general, and administrative expenses. Also includes net gain related to retirement of debt of $19 million. (4) See description of non-GAAP measures contained in this release. (5) GAAP diluted shares excludes 1 million of non-vested restricted share awards and non-vested options as the inclusion of these securities would have been anti-dilutive. Such amounts are included in non-GAAP diluted shares. TYCO ELECTRONICS LTD. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES For the Year Ended Sept. 26, 2008 (UNAUDITED) Adjustments ----------- Restructuring and Other Impair- Other Adjusted U.S. Charges, ment of Tax Items, (Non- GAAP Net (1) Goodwill Items (2) Net (3) GAAP) (4) ---- --------- -------- --------- ------- --------- ($ in millions, except per share data) Operating Income (Loss): Electronic Components $978 $198 $103 $- $(36) $1,243 Network Solutions 251 22 - - - 273 Specialty Products 296 3 - - 8 307 Undersea Tele- communications 160 5 - - - 165 Pre-Separation litigation charges, net (22) - - - 22 - --- -- -- -- -- -- Total $1,663 $228 $103 $- $(6) $1,988 ====== ==== ==== == === ====== Operating Margin 11.6% 13.8% ==== ==== Other Income (Expense), Net $567 $- $- $(518) $- $49 ==== == == ===== == === Income Tax (Expense) Benefit $(540) $(27) $(14) $(76) $16 $(641) ===== ==== ==== ==== === ===== Income (Loss) from Continuing Operations $1,527 $201 $89 $(594) $10 $1,233 ====== ==== === ===== === ====== Diluted Earnings (Loss) per Share from Continuing Operations $3.14 $0.41 $0.18 $(1.22) $0.02 $2.54 ===== ===== ===== ====== ===== ===== (1) Includes $219 million recorded in net restructuring and other charges and $9 million recorded in cost of sales. (2) In connection with the adoption of the uncertain tax position provisions of ASC 740 (Income Taxes), the Company recorded income of $545 million pursuant to its Tax Sharing Agreement with Tyco International and Covidien. The Company also recorded $49 million of income, of which $27 million of expense is recorded in net other income (expense) and $76 million of tax benefits are recorded in income tax (expense) benefit, related to various tax matters, including a tax settlement. (3) Consists of a $36 million gain on the sale of real estate and $8 million of costs related to a customs settlement, both of which are recorded in selling, general and administrative expenses, and $22 million of net costs related to the settlement of pre-Separation securities litigation. (4) See description of non-GAAP measures contained in this release. TYCO ELECTRONICS LTD. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES For the Quarter Ended June 26, 2009 (UNAUDITED) Adjustments ----------- Restructuring and Other Adjusted U.S. Charges, (Non- GAAP Net (1) GAAP) (2) ---- -------- --------- ($ in millions, except per share data) Operating Income: Electronic Components $(82) $46 $(36) Network Solutions 31 15 46 Specialty Products 42 1 43 Undersea Telecommunications 73 1 74 -- -- -- Total $64 $63 $127 === === ==== Operating Margin 2.6% 5.1% === === Income Tax Expense $(3) $(12) $(15) === ==== ==== Income from Continuing Operations $26 $51 $77 === === === Diluted Earnings per Share from Continuing Operations $0.06 $0.11 $0.17 ===== ===== ===== (1) Includes $63 million recorded in net restructuring and other charges. (2) See description of non-GAAP measures contained in this release. 

SOURCE Tyco Electronics Ltd.

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