0001104659-08-028612.txt : 20080501 0001104659-08-028612.hdr.sgml : 20080501 20080501061041 ACCESSION NUMBER: 0001104659-08-028612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080501 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tyco Electronics Ltd. CENTRAL INDEX KEY: 0001385157 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 980518048 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33260 FILM NUMBER: 08791810 BUSINESS ADDRESS: STREET 1: 96 PITTS BAY ROAD, 2ND FL CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: (441) 298-9732 MAIL ADDRESS: STREET 1: 96 PITTS BAY ROAD, 2ND FL CITY: PEMBROKE STATE: D0 ZIP: HM08 8-K 1 a08-12726_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2008

TYCO ELECTRONICS LTD.

(Exact Name of Registrant as Specified in its Charter)

Bermuda		98-0518048
(Jurisdiction of Incorporation)		(IRS Employer Identification Number)

001-33260

(Commission File Number)

Second Floor, 96 Pitts Bay Road

Pembroke, HM 08, Bermuda

(Address of Principal Executive Offices, including Zip Code)

441-294-0607

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The information disclosed in Item 7.01 of this Current Report on Form 8-K is furnished and incorporated by reference in this Item 2.02. The financial information referred to therein is furnished as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this report and incorporated by reference in this Item 2.02.

ITEM 7.01 REGULATION FD DISCLOSURE

In March 2008, Tyco Electronics Ltd. (the “Company”) was authorized by its board of directors to pursue the divestiture of its Radio Frequency Components and Subsystem business. At that time, the Radio Frequency Components and Subsystem business met the held for sale and discontinued operations criteria. The Company has reclassified amounts previously reported to reflect this business in discontinued operations in all periods presented. Prior to reclassification to held for sale, this business was a component of the Company’s Wireless Systems segment.

The unaudited financial information furnished with this report and incorporated by reference includes the consolidated and combined statements of operations, the consolidated and combined segment results, and the consolidated and combined adjusted statements of operations and adjusted income from operations by segment of the Company for the fiscal quarters ended March 28, 2008, December 28, 2007, September 28, 2007, June 29, 2007, March 30, 2007, and December 29, 2006, and for the fiscal years ended September 29, 2007 and September 29, 2006.

The financial information reflects the Radio Frequency Components and Subsystem business as a discontinued operation. This information may not reflect the results of operations that would have resulted had the Company been operating as an independent, publicly-traded company during such periods. In addition, it is not necessarily indicative of the Company’s future results of operations.

Non-GAAP Measures

Certain of the financial information contains Non-GAAP (U.S. generally accepted accounting principles) financial measures, which are reconciled to GAAP in schedules contained therein. The Non-GAAP measures used therein, which should not be considered replacements for GAAP results, include “Adjusted Income from Operations” and “Adjusted Earnings Per Share.”

The Company has presented its income from operations before unusual items including costs related to its separation from Tyco International Ltd. (“Tyco International”), legal settlements, and restructuring, and other income or charges (“Adjusted Income from Operations”). The Company utilizes Adjusted Income from Operations 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 Income from Operations 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 Income from Operations and income from operations (the most comparable GAAP measure) consists of the impact of costs related to the separation, legal settlements, and restructuring, 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 income from operations. This limitation is best addressed by using Adjusted Income from Operations in combination with income from operations (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 adjusted basic and diluted earnings per share, which is earnings per share from continuing operations before unusual items, including costs related to the separation, legal settlements, and restructuring, loss on retirement of debt, 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 the Company’s 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 earnings per share (the most comparable GAAP measure) in order to better understand the amounts, character and impact of any increase or decrease on reported results.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.		Description

99.1		Consolidated and Combined Statements of Operations of Tyco Electronics Ltd. for the fiscal quarters ended March 28, 2008, December 28, 2007, September 28, 2007, June 29, 2007, March 30, 2007, and December 29, 2006, and for the fiscal years ended September 28, 2007 and September 29, 2006 (Unaudited)

99.2		Consolidated and Combined Segment Results of Tyco Electronics Ltd. for the fiscal quarters ended March 28, 2008, December 28, 2007, September 28, 2007, June 29, 2007, March 30, 2007, and December 29, 2006, and for the fiscal years ended September 28, 2007 and September 29, 2006 (Unaudited)

99.3		Consolidated and Combined Adjusted Statements of Operations and Adjusted Income from Operations by Segment of Tyco Electronics Ltd. for the fiscal quarters ended March 28, 2008, December 28, 2007, September 28, 2007, June 29, 2007, March 30, 2007, and December 29, 2006, and for the fiscal years ended September 28, 2007 and September 29, 2006 (Unaudited)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TYCO ELECTRONICS LTD.
	(Registrant)


	By:	/s/ Terrence R. Curtin
		Terrence R. Curtin
		Executive Vice President and Chief Financial Officer

Date: May 1, 2008

EX-99.1 2 a08-12726_1ex99d1.htm EX-99.1

Exhibit 99.1

TYCO ELECTRONICS LTD.

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)

	For the Quarters Ended																		For the Years Ended
	Fiscal 2008						Fiscal 2007
	March 28,			December 28,			September 28,			June 29,			March 30,			December 29,			September 28,			September 29,
	2008			2007			2007			2007			2007			2006			2007			2006
	(in millions, except per share data)
Net sales	$	3,662		$	3,558		$	3,488		$	3,292		$	3,204		$	2,975		$	12,959		$	11,811
Cost of sales	2,692			2,666			2,605			2,455			2,372			2,188			9,620			8,617
Gross income	970			892			883			837			832			787			3,339			3,194
Selling, general, and administrative expenses	421			399			402			403			405			390			1,600			1,445
Settlement costs (income), net	23			—			(4		)	891			—			—			887			—
Separation costs	—			—			19			25			—			—			44			—
Restructuring and other charges, net	25			21			50			25			8			9			92			7
Income (loss) from operations	501			472			416			(507		)	419			388			716			1,742
Interest income	9			10			13			11			14			15			53			48
Interest expense	(49		)	(50		)	(56		)	(57		)	(58		)	(60		)	(231		)	(256		)
Other income (expense)	13			592			13			(232		)	—			—			(219		)	—
Income (loss) from continuing operations before income taxes and minority interest	474			1,024			386			(785		)	375			343			319			1,534
Income taxes	(171		)	(155		)	(144		)	(147		)	(93		)	(107		)	(491		)	(81		)
Minority interest	(1		)	(1		)	(3		)	(1		)	(1		)	(1		)	(6		)	(6		)
Income (loss) from continuing operations	302			868			239			(933		)	281			235			(178		)	1,447
Income (loss) from discontinued operations, net of income taxes	(1		)	81			17			(435		)	(4		)	46			(376		)	(246		)
Income (loss) before cumulative effect of accounting change	301			949			256			(1,368		)	277			281			(554		)	1,201
Cumulative effect of accounting change, net of income taxes	—			—			—			—			—			—			—			(8		)
Net income (loss)	$	301		$	949		$	256		$	(1,368	)	$	277		$	281		$	(554	)	$	1,193

Basic earnings per share:
Income (loss) from continuing operations	$	0.62		$	1.75		$	0.48		$	(1.88	)	$	0.57		$	0.47		$	(0.36	)	$	2.91
Income (loss) from discontinued operations	—			0.16			0.04			(0.87		)	(0.01		)	0.10			(0.75		)	(0.49		)
Income (loss) before cumulative effect of accounting change	0.62			1.91			0.52			(2.75		)	0.56			0.57			(1.11		)	2.42
Cumulative effect of accounting change	—			—			—			—			—			—			—			(0.02		)
Net income (loss)	$	0.62		$	1.91		$	0.52		$	(2.75	)	$	0.56		$	0.57		$	(1.11	)	$	2.40

Diluted earnings per share:
Income (loss) from continuing operations	$	0.62		$	1.74		$	0.48		$	(1.88	)	$	0.57		$	0.47		$	(0.36	)	$	2.91
Income (loss) from discontinued operations	—			0.16			0.03			(0.87		)	(0.01		)	0.10			(0.75		)	(0.49		)
Income (loss) before cumulative effect of accounting change	0.62			1.90			0.51			(2.75		)	0.56			0.57			(1.11		)	2.42
Cumulative effect of accounting change	—			—			—			—			—			—			—			(0.02		)
Net income (loss)	$	0.62		$	1.90		$	0.51		$	(2.75	)	$	0.56		$	0.57		$	(1.11	)	$	2.40

Weighted-average number of shares outstanding:
Basic	486			496			496			497			497			497			497			497
Diluted	489			499			500			497			497			497			497			497

EX-99.2 3 a08-12726_1ex99d2.htm EX-99.2

Exhibit 99.2

TYCO ELECTRONICS LTD.

CONSOLIDATED AND COMBINED SEGMENT RESULTS (UNAUDITED)

	For the Quarters Ended																For the Years Ended
	Fiscal 2008					Fiscal 2007
	March 28,			December 28,		September 28,			June 29,			March 30,		December 29,			September 28,			September 29,
	2008			2007		2007			2007			2007		2006			2007			2006
	(in millions)
Net Sales:
Electronic Components	$	2,760		$	2,640	$	2,630		$	2,551		$	2,540	$	2,390		$	10,111		$	9,386
Network Solutions	517			512		522			500			454		421			1,897			1,740
Undersea Telecommunications	272			314		213			154			122		76			565			300
Wireless Systems	113			92		123			87			88		88			386			385
Total	$	3,662		$	3,558	$	3,488		$	3,292		$	3,204	$	2,975		$	12,959		$	11,811

Income (Loss) from Operations:
Electronic Components	$	419		$	352	$	347		$	314		$	351	$	327		$	1,339		$	1,404
Network Solutions	53			69		46			72			59		54			231			268
Undersea Telecommunications	39			43		19			16			4		(1		)	38			15
Wireless Systems	13			8		19			7			5		8			39			55
Setlement and separation costs, net	(23		)	—		(15		)	(916		)	—		—			(931		)	—
Total	$	501		$	472	$	416		$	(507	)	$	419	$	388		$	716		$	1,742

EX-99.3 4 a08-12726_1ex99d3.htm EX-99.3

Exhibit 99.3

TYCO ELECTRONICS LTD.

ADJUSTED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

For the Quarter Ended March 28, 2008

				Adjustments
				Restructuring						Adjusted
				and Other			Other Items,			Results
	US GAAP			Charges, Net			Net (1)			(Non-GAAP) (2)
	(in millions, except per share data)

Net sales	$	3,662		$	—		$	—		$	3,662
Cost of sales	2,692			(1		)	—			2,691
Gross income	970			1			—			971
Selling, general, and administrative expenses	421			—			36			457
Litigation settlement	23			—			(23		)	—
Restructuring and other charges, net	25			(25		)	—			—
Income from operations	501			26			(13		)	514
Interest income	9			—			—			9
Interest expense	(49		)	—			—			(49		)
Other income	13			—			—			13
Income from continuing operations before income taxes and minority interest	474			26			(13		)	487
Income taxes	(171		)	(8		)	20			(159		)
Minority interest	(1		)	—			—			(1		)
Income from continuing operations	$	302		$	18		$	7		$	327

Basic earnings per share:
Income from continuing operations	$	0.62								$	0.67
Diluted earnings per share:
Income from continuing operations	$	0.62								$	0.67
Weighted-average number of shares outstanding:
Basic	486									486
Diluted	489									489

ADJUSTED CONSOLIDATED INCOME FROM OPERATIONS BY SEGMENT (UNAUDITED)

For the Quarter Ended March 28, 2008

				Adjustments					Adjusted
				Restructuring					Income from
				and Other		Other Items,			Operations
	US GAAP			Charges, Net		Net (1)			(Non-GAAP) (2)
	(in millions)
Income from Operations:
Electronic Components	$	419		$	15	$	(36	)	$	398
Network Solutions	53			9		—			62
Undersea Telecommunications	39			2		—			41
Wireless Systems	13			—		—			13
Litigation settlement	(23		)	—		23			—
Total	$	501		$	26	$	(13	)	$	514

(1) Consists of a $36 million gain on the sale of real estate and $23 million of costs related to the settlement of securities litigation with the State of New Jersey.

(2) Adjusted results, adjusted earnings per share, and adjusted income from operations are non-GAAP measures.

TYCO ELECTRONICS LTD.

ADJUSTED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

For the Quarter Ended December 28, 2007

				Adjustments
				Restructuring						Adjusted
				and Other			Tax Sharing			Results
	US GAAP			Charges, Net			Income (1)			(Non-GAAP) (2)
	(in millions, except per share data)

Net sales	$	3,558		$	—		$	—		$	3,558
Cost of sales	2,666			—			—			2,666
Gross income	892			—			—			892
Selling, general, and administrative expenses	399			—			—			399
Restructuring and other charges, net	21			(21		)	—			—
Income from operations	472			21			—			493
Interest income	10			—			—			10
Interest expense	(50		)	—			—			(50		)
Other income	592			—			(572		)	20
Income from continuing operations before income taxes and minority interest	1,024			21			(572		)	473
Income taxes	(155		)	(6		)	—			(161		)
Minority interest	(1		)	—			—			(1		)
Income from continuing operations	$	868		$	15		$	(572	)	$	311

Basic earnings per share:
Income from continuing operations	$	1.75								$	0.63
Diluted earnings per share:
Income from continuing operations	$	1.74								$	0.62
Weighted-average number of shares outstanding:
Basic	496									496
Diluted	499									499

ADJUSTED CONSOLIDATED INCOME FROM OPERATIONS BY SEGMENT (UNAUDITED)

For the Quarter Ended December 28, 2007

			Adjustments				Adjusted
			Restructuring				Income from
			and Other		Tax Sharing		Operations
	US GAAP		Charges, Net		Income (1)		(Non-GAAP) (2)
	(in millions)
Income from Operations:
Electronic Components	$	352	$	15	$	—	$	367
Network Solutions	69		5		—		74
Undersea Telecommunications	43		1		—		44
Wireless Systems	8		—		—		8
Total	$	472	$	21	$	—	$	493

(1) In connection with the adoption of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109,” the Company recorded income pursuant to its Tax Sharing Agreement with Tyco International and Covidien Ltd.

(2) Adjusted results, adjusted earnings per share, and adjusted income from operations are non-GAAP measures.

TYCO ELECTRONICS LTD.

ADJUSTED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

For the Quarter Ended September 28, 2007

				Adjustments
	US GAAP			Separation Related Costs (1)			Restructuring and Other Charges, Net and Related Costs (2)			Other Items, Net (3)			Adjusted Results (Non-GAAP) (4)
	(in millions, except per share data)

Net sales	$	3,488		$	—		$	—		$	—		$	3,488
Cost of sales	2,605			—			(8		)	—			2,597
Gross income	883			—			8			—			891
Selling, general, and administrative expenses	402			—			—			—			402
Allocated class action settlement income	(4		)	—			—			4			—
Separation costs	19			(19		)	—			—			—
Restructuring and other charges, net	50			—			(50		)	—			—
Income from operations	416			19			58			(4		)	489
Interest income	13			—			—			—			13
Interest expense	(56		)	—			—			—			(56		)
Other income	13			—			—			—			13
Income from continuing operations before income taxes and minority interest	386			19			58			(4		)	459
Income taxes	(144		)	(6		)	(18		)	—			(168		)
Minority interest	(3		)	—			—			—			(3		)
Income from continuing operations	$	239		$	13		$	40		$	(4	)	$	288

Basic earnings per share:
Income from continuing operations	$	0.48											$	0.58
Diluted earnings per share:
Income from continuing operations	$	0.48											$	0.58

Weighted-average number of shares outstanding:
Basic	496												496
Diluted	500												500

ADJUSTED CONSOLIDATED INCOME FROM OPERATIONS BY SEGMENT (UNAUDITED)

For the Quarter Ended September 28, 2007

				Adjustments
	US GAAP			Separation Related Costs (1)		Restructuring and Other Charges, Net and Related Costs (2)		Other Items, Net (3)			Adjusted Income from Operations (Non-GAAP) (4)
	(in millions)
Income from Operations:
Electronic Components	$	347		$	—	$	23	$	—		$	370
Network Solutions	46			—		31		—			77
Undersea Telecommunications	19			—		2		—			21
Wireless Systems	19			—		2		—			21
Allocated class action settlement income and separation costs	(15		)	19		—		(4		)	—
Total	$	416		$	19	$	58	$	(4	)	$	489

(1) Includes $19 million of separation costs, primarily related to employee costs.

(2) Includes $55 million of net restructuring and other charges, of which $5 million is recorded in cost of sales, and $3 million of restructuring related moving costs (recorded in cost of goods sold).

(3) Consists of $4 million of class action settlement income related to an insurance recovery.

(4) Adjusted results, adjusted earnings per share, and adjusted income from operations are non-GAAP measures.

TYCO ELECTRONICS LTD.

ADJUSTED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)

For the Quarter Ended June 29, 2007

				Adjustments
				Allocated
				Class Action			Separation			Restructuring			Loss on		Adjusted
				Settlement			Related			and Other			Retirement		Results
	US GAAP			Costs, Net			Costs (1)			Charges, Net			of Debt		(Non-GAAP) (2)
	(in millions, except per share data)

Net sales	$	3,292		$	—		$	—		$	—		$	—	$	3,292
Cost of sales	2,455			—			—			—			—		2,455
Gross income	837			—			—			—			—		837
Selling, general, and administrative expenses	403			—			(25		)	—			—		378
Allocated class action settlement costs, net	891			(891		)	—			—			—		—
Separation costs	25			—			(25		)	—			—		—
Restructuring and other charges, net	25			—			—			(25		)	—		—
Income (loss) from operations	(507		)	891			50			25			—		459
Interest income	11			—			—			—			—		11
Interest expense	(57		)	—			—			—			—		(57		)
Other expense	(232		)	—			—			—			232		—
Income (loss) from continuing operations before income taxes and minority interest	(785		)	891			50			25			232		413
Income taxes	(147		)	—			(14		)	(9		)	—		(170		)
Minority interest	(1		)	—			—			—			—		(1		)
Income (loss) from continuing operations	$	(933	)	$	891		$	36		$	16		$	232	$	242

Basic and diluted earnings (loss) per share:
Income (loss) from continuing operations	$	(1.88	)												$	0.49

Weighted-average number of shares outstanding:
Basic and diluted	497														497

ADJUSTED COMBINED INCOME (LOSS) FROM OPERATIONS BY SEGMENT (UNAUDITED)

For the Quarter Ended June 29, 2007

				Adjustments
				Allocated								Adjusted
				Class Action		Separation		Restructuring		Loss on		Income from
				Settlement		Related		and Other		Retirement		Operations
	US GAAP			Costs, Net		Costs (1)		Charges, Net		of Debt		(Non-GAAP) (2)
	(in millions)

Income (Loss) from Operations:
Electronic Components	$	314		$	—	$	20	$	18	$	—	$	352
Network Solutions	72			—		3		4		—		79
Undersea Telecommunications	16			—		1		2		—		19
Wireless Systems	7			—		1		1		—		9
Allocated class action settlement costs, net and separation costs	(916		)	891		25		—		—		—
Total	$	(507	)	$	891	$	50	$	25	$	—	$	459

(1) Includes $25 million of separation costs, primarily related to employee costs, and $25 million of costs related to building separate company functions that did not exist in the prior year.

(2) Adjusted results, adjusted earnings per share, and adjusted income from operations are non-GAAP measures.

TYCO ELECTRONICS LTD.

ADJUSTED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)

For the Quarter Ended March 30, 2007

				Adjustments
				Separation			Restructuring			Adjusted
				Related			and Other			Results
	US GAAP			Costs (1)			Charges, Net			(Non-GAAP) (2)
	(in millions, except per share data)

Net sales	$	3,204		$	—		$	—		$	3,204
Cost of sales	2,372			—			—			2,372
Gross income	832			—			—			832
Selling, general, and administrative expenses	405			(14		)	—			391
Restructuring and other charges, net	8			—			(8		)	—
Income from operations	419			14			8			441
Interest income	14			—			—			14
Interest expense	(58		)	—			—			(58		)
Income from continuing operations before income taxes and minority interest	375			14			8			397
Income taxes	(93		)	(4		)	(2		)	(99		)
Minority interest	(1		)	—			—			(1		)
Income from continuing operations	$	281		$	10		$	6		$	297

Basic and diluted earnings per share:
Income from continuing operations	$	0.57								$	0.60

Weighted-average number of shares outstanding:
Basic and diluted	497									497

ADJUSTED COMBINED INCOME FROM OPERATIONS BY SEGMENT (UNAUDITED)

For the Quarter Ended March 30, 2007

			Adjustments				Adjusted
			Separation		Restructuring		Income from
			Related		and Other		Operations
	US GAAP		Costs (1)		Charges, Net		(Non-GAAP) (2)
	(in millions)
Income from Operations:
Electronic Components	$	351	$	11	$	8	$	370
Network Solutions	59		2		—		61
Undersea Telecommunications	4		—		—		4
Wireless Systems	5		1		—		6
Total	$	419	$	14	$	8	$	441

(1) Includes $14 million of costs related to building separate company functions that did not exist in the prior year.

(2) Adjusted results, adjusted earnings per share, and adjusted income from operations are non-GAAP measures.

TYCO ELECTRONICS LTD.

ADJUSTED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)

For the Quarter Ended December 29, 2006

				Adjustments
				Separation			Restructuring			Adjusted
				Related			and Other			Results
	US GAAP			Costs (1)			Charges, Net			(Non-GAAP) (2)
	(in millions, except per share data)

Net sales	$	2,975		$	—		$	—		$	2,975
Cost of sales	2,188			—			—			2,188
Gross income	787			—			—			787
Selling, general, and administrative expenses	390			(2		)	—			388
Restructuring and other charges, net	9			—			(9		)	—
Income from operations	388			2			9			399
Interest income	15			—			—			15
Interest expense	(60		)	—			—			(60		)
Income from continuing operations before income taxes and minority interest	343			2			9			354
Income taxes	(107		)	(1		)	(3		)	(111		)
Minority interest	(1		)	—			—			(1		)
Income from continuing operations	$	235		$	1		$	6		$	242

Basic and diluted earnings per share:
Income from continuing operations	$	0.47								$	0.49

Weighted-average number of shares outstanding:
Basic and diluted	497									497

ADJUSTED COMBINED INCOME FROM OPERATIONS BY SEGMENT (UNAUDITED)

For the Quarter Ended December 29, 2006

				Adjustments				Adjusted
				Separation		Restructuring		Income from
				Related		and Other		Operations
	US GAAP			Costs (1)		Charges, Net		(Non-GAAP) (2)
	(in millions)
Income from Operations:
Electronic Components	$	327		$	2	$	8	$	337
Network Solutions	54			—		—		54
Undersea Telecommunications	(1		)	—		1		—
Wireless Systems	8			—		—		8
Total	$	388		$	2	$	9	$	399

(1) Includes $2 million of costs related to building separate company functions that did not exist in the prior year.

(2) Adjusted results, adjusted earnings per share, and adjusted income from operations are non-GAAP measures.

TYCO ELECTRONICS LTD.

ADJUSTED CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS (UNAUDITED)

For the Twelve Months Ended September 28, 2007

				Adjustments
	US GAAP			Separation Related Costs (1)			Allocated Class Action Settlement Costs, Net			Restructuring and Other Charges, Net and Related Costs (2)			Other Items, Net (3)		Adjusted Results (Non-GAAP) (4)
	(in millions, except per share data)
Net sales	$	12,959		$	—		$	—		$	—		$	—	$	12,959
Cost of sales	9,620			—			—			(8		)	—		9,612
Gross income	3,339			—			—			8			—		3,347
Selling, general, and administrative expenses	1,600			(41		)	—			—			—		1,559
Allocated class action settlement costs, net	887			—			(887		)	—			—		—
Separation costs	44			(44		)	—			—			—		—
Restructuring and other charges, net	92			—			—			(92		)	—		—
Income from operations	716			85			887			100			—		1,788
Interest income	53			—			—			—			—		53
Interest expense	(231		)	—			—			—			—		(231		)
Other (expense) income, net	(219		)	—			—			—			232		13
Income from continuing operations before income taxes and minority interest	319			85			887			100			232		1,623
Income taxes	(491		)	(25		)	—			(32		)	—		(548		)
Minority interest	(6		)	—			—			—			—		(6		)
Income (loss) from continuing operations	$	(178	)	$	60		$	887		$	68		$	232	$	1,069

Basic earnings (loss) per share:
Income (loss) from continuing operations	$	(0.36	)												$	2.15
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	(0.36	)												$	2.14

Weighted-average number of shares outstanding:
Basic	497														497
Diluted	497														500

ADJUSTED CONSOLIDATED AND COMBINED INCOME FROM OPERATIONS BY SEGMENT (UNAUDITED)

For the Twelve Months Ended September 28, 2007

				Adjustments
	US GAAP			Separation Related Costs (1)		Allocated Class Action Settlement Costs, Net		Restructuring and Other Charges, Net and Related Costs (2)		Other Items, Net (3)		Adjusted Income from Operations (Non-GAAP) (4)
	(in millions)
Income from Operations:
Electronic Components	$	1,339		$	33	$	—	$	57	$	—	$	1,429
Network Solutions	231			5		—		35		—		271
Undersea Telecommunications	38			1		—		5		—		44
Wireless Systems	39			2		—		3		—		44
Allocated class action settlement costs, net and separation costs	(931		)	44		887		—		—		—
Total	$	716		$	85	$	887	$	100	$	—	$	1,788

(1) Includes $44 million of separation costs, primarily related to employee costs, and $41 million of costs related to building separate company functions that did not exist in the prior year.

(2) Includes $97 million of net restructuring and other charges, of which $5 million is recorded in cost of sales, and $3 million of restructuring related moving costs (recorded in cost of goods sold).

(3) Consists of $232 million loss on retirement of debt.

(4) Adjusted results, adjusted earnings per share, and adjusted income from operations are non-GAAP measures.

TYCO ELECTRONICS LTD.

ADJUSTED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)

For the Twelve Months Ended September 29, 2006

				Adjustment
				Restructuring			Adjusted
				and Other			Results
	US GAAP			Charges, Net			(Non-GAAP) (1)
	(in millions, except per share data)

Net sales	$	11,811		$	—		$	11,811
Cost of sales	8,617			(6		)	8,611
Gross income	3,194			6			3,200
Selling, general, and administrative expenses	1,445			—			1,445
Restructuring and other charges, net	7			(7		)	—
Income from operations	1,742			13			1,755
Interest income	48			—			48
Interest expense	(256		)	—			(256		)
Income from continuing operations before income taxes and minority interest	1,534			13			1,547
Income taxes	(81		)	(4		)	(85		)
Minority interest	(6		)	—			(6		)
Income from continuing operations	$	1,447		$	9		$	1,456

Basic and Diluted earnings per share:
Income from continuing operations	$	2.91					$	2.93

Weighted-average number of shares outstanding:
Basic and diluted	497						497

ADJUSTED COMBINED INCOME FROM OPERATIONS BY SEGMENT (UNAUDITED)

For the Twelve Months Ended September 29, 2006

			Adjustment			Adjusted
			Restructuring			Income from
			and Other			Operations
	US GAAP		Charges, Net			(Non-GAAP) (1)
	(in millions)
Income from Operations:
Electronic Components	$	1,404	$	9		$	1,413
Network Solutions	268		9			277
Undersea Telecommunications	15		(4		)	11
Wireless Systems	55		(1		)	54
Total	$	1,742	$	13		$	1,755

(1) Adjusted results, adjusted earnings per share, and adjusted income from operations are non-GAAP measures.