- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
1-5482
(Commission File Number)
------------------------------
TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2297459
(State of Incorporation) (IRS Employer
Identification Number)
One Tyco Park, Exeter, New Hampshire 03833
(Address of registrant's principal executive office)
603-778-9700
(Registrant's telephone number)
------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
--- ---
The number of shares of common stock outstanding as of January 27, 1996 was
152,506,932.
- --------------------------------------------------------------------------------
<PAGE>
TYCO INTERNATIONAL LTD.
INDEX TO FORM 10-Q
Page
----
Part I - Financial Information:
Item 1 - Financial Statements -
Consolidated Balance Sheet - December 31, 1995 and
June 30, 1995 1-2
Consolidated Statement of Income for the Second Quarters
and Six Months ended December 31, 1995 and 1994 3
Consolidated Statement of Changes in Shareholders'
Equity for the Six Months ended December 31,
1995 and 1994 4
Consolidated Statement of Cash Flows for the Six
Months ended December 31, 1995 and 1994 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Operating Results 10-12
Part II - Other Information:
Item 4 - Submission of Matters to a Vote of Security Holders 13
Item 6 - Exhibits and Reports on Form 8-K 14
<PAGE>
Part I - Financial Information
Item 1 - Financial Statements
CONSOLIDATED BALANCE SHEET
ASSETS
- --------------------------------------------------------------------------------
(unaudited)
(in thousands) December 31, 1995 June 30, 1995
- --------------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents $ 145,409 $ 66,021
Receivables, less allowance for doubtful
accounts of $31,598 in fiscal 1996 and
$29,554 in fiscal 1995 565,411 527,946
Contracts in process 115,715 104,526
Inventories 597,879 592,158
Deferred income taxes 99,797 108,118
Prepaid expenses and other 70,008 53,132
----------- -----------
1,594,219 1,451,901
----------- -----------
Property, Plant and Equipment:
Land 33,331 33,842
Buildings 295,735 286,839
Machinery and equipment 824,379 784,737
Leasehold improvements 18,146 17,881
Construction in progress 58,414 46,178
Accumulated depreciation (558,157) (511,006)
----------- -----------
671,848 658,471
----------- -----------
Goodwill and Other Intangible Assets 1,024,659 1,004,463
Reorganization Value in Excess of
Identifiable Assets 103,001 108,801
Deferred Income Taxes 94,961 101,678
Other Assets 70,203 56,147
----------- -----------
$ 3,558,891 $ 3,381,461
=========== ===========
See notes to consolidated financial statements.
1
<PAGE>
LIABILITIES AND SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------
(unaudited)
(in thousands except share data) December 31, 1995 June 30, 1995
- --------------------------------------------------------------------------------
Current Liabilities:
Loans payable and current maturities of
long-term debt $ 90,789 $ 84,387
Accounts payable 387,617 417,395
Accrued expenses 429,665 423,387
Contracts in process - billings in excess
of costs 92,167 75,546
Income taxes 105,659 72,370
Deferred income taxes 11,165 11,630
----------- -----------
1,117,062 1,084,715
----------- -----------
Deferred Income Taxes 9,464 9,599
Long-term Debt 507,016 506,417
Other Liabilities 186,190 146,049
Commitments and Contingencies
Shareholders' Equity:
Preferred stock, $1 par value, authorized
2,000,000 shares; none outstanding -- --
Common stock, $.50 par value, authorized
180,000,000 shares; outstanding 152,711,551
shares in fiscal 1996 and 76,365,001 shares
in fiscal 1995, net of reacquired shares of
15,978,630 in fiscal 1996 and 7,960,740 in
fiscal 1995 76,359 38,183
Capital in excess of par value, net of
deferred compensation of $18,062 in
fiscal 1996 and $21,636 in fiscal 1995 585,376 620,633
Currency translation adjustment (29,053) (9,451)
Retained earnings 1,106,477 985,316
----------- -----------
1,739,159 1,634,681
----------- -----------
$ 3,558,891 $ 3,381,461
=========== ===========
See notes to consolidated financial statements.
2
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<CAPTION>
- -------------------------------------------------------------------------------------------------
For the Periods ended December 31, Fiscal Second Quarter Fiscal Six Months
1995 and 1994 (in thousands -------------------------- --------------------------
except per share data) 1995 1994 1995 1994
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales $ 1,243,885 $ 1,097,703 $ 2,460,087 $ 2,151,895
----------- ----------- ----------- -----------
Costs and Expenses:
Cost of sales 909,718 804,989 1,805,646 1,572,626
Selling, general and administrative 198,278 177,939 390,882 354,111
Merger and transaction related costs -- 37,170 -- 37,170
Interest 14,914 15,020 30,337 31,703
----------- ----------- ----------- -----------
1,122,910 1,035,118 2,226,865 1,995,610
----------- ----------- ----------- -----------
Income before income taxes and
extraordinary item 120,975 62,585 233,222 156,285
Income taxes (50,204) (35,961) (96,787) (76,276)
----------- ----------- ----------- -----------
Net income before extraordinary item 70,771 26,624 136,435 80,009
Extraordinary item, net of tax benefit -- (2,600) -- (2,600)
----------- ----------- ----------- -----------
Net Income $ 70,771 $ 24,024 $ 136,435 $ 77,409
=========== =========== =========== ===========
Net Income Per Share:
Before extraordinary item $ .46 $ .18 $ .89 $ .54
Extraordinary Item -- (.02) -- (.02)
----------- ----------- ----------- -----------
Net income $ .46 $ .16 $ .89 $ .52
=========== =========== =========== ===========
Cash dividends per common share $ .05 $ .05 $ .10 $ .10
=========== =========== =========== ===========
Common equivalent shares 152,898 150,370 152,819 149,464
=========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
For the Six Months ended December 31, 1995 and 1994
<CAPTION>
- -----------------------------------------------------------------------------------------------
Capital in Currency
Common Stock Excess of Translation Retained
(in thousands) $.50 Par Value Par Value Adjustment Earnings
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at June 30, 1994 $ 35,542 $ 567,476 $ (40,874) $ 804,882
Net income 77,409
Dividends (11,968)
Management equity compensation 404
Restricted stock grants,
cancellations, tax
benefits and other 174 255
Warrants, options exercised 1,235 33,392
Currency translation adjustment 17,055
Amortization of deferred
compensation 1,851
---------- ---------- ---------- ----------
Balance at December 31, 1994 $ 36,951 $ 603,378 $ (23,819) $ 870,323
========== ========== ========== ==========
Balance at June 30, 1995 $ 38,183 $ 620,633 $ (9,451) $ 985,316
Net income 136,435
Dividends (15,274)
Restricted stock grants,
cancellations, tax
benefits and other 12 879
Warrants, options exercised 5 110
Currency translation adjustment (19,602)
Amortization of deferred
compensation 4,416
Common stock reacquired (36) (2,467)
Two-for-one stock split effected in the
form of a 100% stock dividend 38,195 (38,195)
---------- ---------- ---------- ----------
Balance at December 31, 1995 $ 76,359 $ 585,376 $ (29,053) $1,106,477
========== ========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------
For the Six Months ended December 31,
(in thousands) 1995 1994
- --------------------------------------------------------------------------------
Cash Flows From Operating Activities:
Net income $ 136,435 $ 77,409
Adjustments to reconcile net income to net
cash provided by operating activities:
Extraordinary item -- 2,600
Depreciation 47,074 43,721
Amortization of intangibles 23,729 20,498
Deferred income taxes 15,664 (1,426)
Provision for losses on accounts receivable
and inventory writedowns 13,114 6,845
Changes in assets and liabilities net of
effects from acquisitions and divestitures:
(Increase) decrease in accounts receivable
and contracts in process (39,585) 15,280
Increase in inventory (26,842) (23,966)
Decrease in accounts payable and
accrued expenses (21,248) (25,203)
Increase in income taxes payable 33,306 6,492
Other (38,174) 5,753
--------- ---------
Net cash provided by operating activities 143,473 128,003
--------- ---------
Cash Flows From Investing Activities:
Capital expenditures (62,954) (64,292)
Purchase of businesses, net of cash acquired (40,785) (23,601)
Proceeds from sale of acquired assets 49,768 --
--------- ---------
Net cash used in investing activities (53,971) (87,893)
--------- ---------
Cash Flows From Financing Activities:
Proceeds from long term debt -- 144,889
Proceeds from (payments on) long-term
debt and lines of credit 7,495 (229,430)
Dividends paid (15,221) (9,258)
Exercise of stock options and warrants 115 34,627
Common stock reacquired (2,503) --
--------- ---------
Net cash used in financing activities (10,114) (59,172)
--------- ---------
Increase (decrease) in cash and cash equivalents 79,388 (19,062)
Cash and cash equivalents at beginning of year 66,021 75,843
--------- ---------
Cash and cash equivalents at end of period $ 145,409 $ 56,781
========= =========
See notes to consolidated financial statements.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the
financial statements and notes thereto for the year ended June 30, 1995
included in the Company's Form 10-K dated June 30, 1995. The accompanying
financial statements have not been examined by independent accountants in
accordance with generally accepted auditing standards, but in the opinion
of management such financial statements include all adjustments, consisting
only of normal recurring adjustments, necessary to summarize fairly the
Company's financial position and results of operations.
2. On October 11, 1995, the Company's Board of Directors authorized a
two-for-one stock split to be effected in the form of a stock dividend. One
additional share of common stock was distributed on November 14, 1995 for
each share of common stock of the Company held by shareholders of record on
October 30, 1995. The Company reclassified $38,195 from the capital in
excess of par value account to the common stock account on the effective
date of the split. Earnings per share, common equivalent shares and cash
dividends per share have been restated to reflect the stock split.
3. On December 29, 1995, the Company sold certain assets, including trademarks
and patents, of the Curad and Futuro consumer healthcare products business
owned by its Kendall subsidiary. Under the agreements, Kendall will
continue to manufacture certain Curad and Futuro products for the buyer
under long-term supply agreements. The Company received net cash proceeds
of $49.8 million for the sale of the brand names and certain domestic
assets. The Company will also continue to receive other payments, including
non-compete payments, through fiscal 2001. The Company has also granted to
the buyer options to acquire certain additional trademarks, patents and
other international assets. The gain on the sale was not material to the
Company's results of operations.
4. On January 19, 1996, the Company acquired The Earth Technology Corporation,
an environmental engineering and water/waste water management company. On
February 1, 1996, the Company acquired Professional Medical Products, Inc.,
a manufacturer of disposable medical products. These purchases were made
utilizing cash on hand as well as borrowings under the Company's
uncommitted lines of credit. The acquisitions, which have a combined
purchase price of approximately $200 million, will be accounted for as
purchases, with their results of operations consolidated with the Company's
from their respective acquisition dates.
6
<PAGE>
5. Long-term debt is as follows:
------------------------------------------------------------------------
December 31, June 30,
(in thousands) 1995 1995
------------------------------------------------------------------------
Credit agreements $ -- $ --
Uncommitted lines of credit -- --
Insurance company note 55,000 55,000
8.125% public notes due 1999 144,911 144,901
6.375% public notes due 2004 104,343 104,301
9.5% public debentures due 2022 199,585 199,575
8.0% public debentures due 2023 49,959 49,959
Other 44,007 37,068
-------- --------
597,805 590,804
Less current portion and loans payable 90,789 84,387
-------- --------
$507,016 $506,417
======== ========
Under the Company's credit agreement with a group of commercial banks, the
Company has the right to borrow $300 million or a portion thereof until
October 1999 for its general corporate purposes. The principal amount then
outstanding will be due and payable at that time. Interest payable on
borrowings is variable based upon the Company's option of selecting a
Eurodollar rate plus 0.325%, a certificate of deposit rate plus 0.45% or a
base rate, as defined.
The Company's uncommitted lines of credit are arrangements which allow the
Company to borrow from commercial banks on an "as offered" basis. The
borrowings and repayments occur daily and contain no specific terms other
than due dates and interest rates. The due dates generally range from
overnight to 90 days and interest rates approximate those available under
the credit agreement.
In connection with the refinancing of certain of its Kendall subsidiary's
notes, the Company recorded a charge of $4.3 million ($2.6 million after
tax), representing unamortized debt issuance fees and a call premium, as an
extraordinary loss for the Company's quarter ended December 31, 1994.
Under its various loan agreements, the Company is required to meet certain
covenants, none of which is considered restrictive to the operations of the
Company.
6. The Company has an agreement under which it sells participating interests
in a defined pool of trade accounts receivable. The proceeds of sale are
less than the face amount of accounts receivable sold by an amount which
approximates the purchaser's financing cost of issuing its own commercial
paper backed by these accounts receivable. The discount from the face
amount was $3.4 million and $1.8 million during the second quarter of
fiscal 1996 and 1995, respectively, and $6.7 million and $3.6 million for
the first six months of fiscal 1996 and 1995, respectively, and has been
included in selling, general and administrative expense in the Company's
Consolidated Statement of Income.
7
<PAGE>
7. Selected information for the Company's four industry segments follows (in
thousands):
<TABLE>
<CAPTION>
Second Quarter Ended Six Months Ended
December 31, December 31,
-------------------------- --------------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales:
Disposable and Specialty
Products $ 348,713 $ 333,756 $ 702,866 $ 663,339
Fire Protection 495,965 422,395 954,892 801,944
Flow Control Products 276,213 237,906 564,171 480,974
Electrical and Electronic
Components 122,994 103,646 238,158 205,638
----------- ----------- ----------- -----------
$ 1,243,885 $ 1,097,703 $ 2,460,087 $ 2,151,895
=========== =========== =========== ===========
Income Before Income Taxes
and Extraordinary Item:
Disposable and Specialty
Products $ 66,627 $ 63,072 $ 130,218 $ 121,400
Fire Protection 32,290 21,014 57,328 39,198
Flow Control Products 25,156 18,349 51,711 39,511
Electrical and Electric
Components 22,369 18,494 42,799 36,595
----------- ----------- ----------- -----------
Total operations 146,442 120,929 282,056 236,704
Interest expense (14,914) (15,020) (30,337) (31,703)
Corporate and other
amounts (1) (10,553) (43,324) (18,497) (48,716)
----------- ----------- ----------- -----------
$ 120,975 $ 62,585 $ 233,222 $ 156,285
=========== =========== =========== ===========
<FN>
(1) The second quarter and six months ended December 31, 1994 include charges
of $37.2 million for merger and transaction related costs.
</TABLE>
8
<PAGE>
8. Inventories are classified as follows (in thousands):
December 31, 1995 June 30, 1995
----------------- -------------
Purchased materials and
manufactured parts $158,914 $161,243
Work in process 110,763 98,193
Finished goods 328,202 332,722
-------- --------
$597,879 $592,158
======== ========
9. In the normal course of business, the Company is liable for contract
completion and product performance. In addition, the Company is in receipt
of notifications from various environmental agencies that conditions at a
number of sites where hazardous wastes of the Company and other persons
were disposed of may require cleanup and other possible remedial action. In
the opinion of management, these obligations will not materially affect the
Company's financial position or results of operations.
9
<PAGE>
Item 2 - Management's Discussion and Analysis of
Financial Condition and Operating Results
Overview
For the first six months of fiscal 1996, net income before extraordinary item
was $136.4 million, or $.89 per share, compared with $80.0 million, or $.54
per share, for the first six months of fiscal 1995. Excluding the $31.2
million, or $.21 per share, after tax charge for merger and transaction
related costs related to the Kendall transaction in fiscal 1995, net income
before extraordinary item rose 23%. The increase was attributable to strong
earnings in the Fire Protection group as well as increased income in each of
the Company's other business segments.
Results of Operations
Second Quarter of Fiscal 1996 Compared to Second Quarter of Fiscal 1995:
Sales increased 13% during the second quarter of fiscal 1996 to $1.24 billion
from $1.10 billion in the second quarter of fiscal 1995. Sales of the Disposable
and Specialty Products group increased $15.0 million to $348.7 million, or 4%,
due principally to increased sales at Kendall and Ludlow, partially offset by
decreased sales at Armin. Sales of the Fire Protection group increased $73.6
million to $496.0 million, or 17%, due to increased sales in the Company's
contracting businesses in each geographic region. Sales of the Flow Control
group increased $38.3 million to $276.2 million, or 16%, principally reflecting
increased volume at Grinnell's distribution operations and at Allied's pipe and
tube business, including businesses acquired in the second half of fiscal 1995.
Sales of the Electrical and Electronic Components group increased $19.4 million
to $123.0 million, or 19%, resulting from increased sales of underwater
communications cable systems at Simplex as well as higher sales at the printed
circuit businesses and at Allied's electrical conduit operations.
For the second quarter of fiscal 1996 as compared to the second quarter of
fiscal 1995, operating profits of the Disposable and Specialty Products group
increased $3.5 million to $66.6 million, or 6%, due primarily to higher earnings
at Kendall and Ludlow partially offset by decreased earnings at Armin where
profits were adversely affected by changes in raw material costs. Operating
income of the Fire Protection group increased $11.3 million to $32.3 million, or
54%, due to higher margins in contracting in every region. Operating profits of
the Flow Control group increased $6.8 million to $25.2 million, or 37%, due to
increased earnings at Allied's pipe and tube business, including businesses
acquired in the second half of fiscal 1995, and at Grinnell's distribution
operations in both the U.S. and Europe. Operating profits of the Electrical and
Electronic Components group increased $3.9 million to $22.4 million, or 21%, due
principally to higher earnings at Simplex and at Allied's electrical conduit
operations.
The impact on the consolidated sales and results of operations from changes in
foreign exchange rates relative to the value of the U.S. dollar for the second
quarter of fiscal 1996 as compared to the same period of fiscal 1995 was not
material.
Interest expense decreased slightly during the second quarter of fiscal 1996
from the second quarter of fiscal 1995 due principally to lower average debt
balances, partly resulting from the effect of increased sales of accounts
receivable (see Note 6), offset partially by higher interest rates.
During the second quarter of fiscal 1995, the Company refinanced $100 million
principal amount of Kendall's subordinated notes due 2003. In connection with
the refinancing, the Company recorded a charge of $4.3 million ($2.6 million
after tax), representing unamortized debt issuance fees and a call premium, as
an extraordinary loss.
10
<PAGE>
First Six Months of Fiscal 1996 Compared with First Six Months of Fiscal 1995:
Sales during the first six months of fiscal 1996 were $2.46 billion, a 14%
increase over fiscal 1995 sales of $2.15 billion. Sales of the Disposable and
Specialty Products group increased $39.5 million to $702.9 million, or 6%, due
to increased sales principally at Kendall and, to a lesser extent, at Ludlow.
Sales of the Fire Protection group increased $153.0 million to $954.9 million,
or 19%, due to increased sales in the contracting business in each geographic
region. Sales of the Flow Control group increased $83.2 million to $564.2
million, or 17%, reflecting higher volume at Allied, including businesses
acquired in the second half of fiscal 1995, as well as from Mueller and
Grinnell's distribution operations. Sales of the Electrical and Electronic
Components group increased $32.5 million to $238.2 million, or 16%, resulting
principally from higher sales of underwater communications cable systems at
Simplex as well as at Allied's electrical conduit operations.
For the first six months of fiscal 1996 as compared to the first six months of
fiscal 1995, operating profits of the Disposable and Specialty Products group
increased $8.8 million to $130.2 million, or 7%, reflecting higher earnings at
Kendall and Ludlow partially offset by decreased earnings at Armin where profits
were adversely affected by changes in raw material costs. Operating income of
the Fire Protection group rose $18.1 million to $57.3 million, or 46%, due
principally to higher margins at fire protection operations in each geographic
region. The operating profits of the Flow Control group increased $12.2 million
to $51.7 million, or 31%, resulting principally from increased earnings at
Allied as well as at Grinnell's European distribution operations. Operating
profits of the Electrical and Electronic Components group increased $6.2 million
to $42.8 million, or 17%, due to increased earnings at Simplex and Allied's
electrical conduit operations.
The impact on the consolidated sales and results of operations from changes in
foreign exchange rates relative to the value of the U.S. dollar for the first
six months of fiscal 1996 as compared to the same period of fiscal 1995 was not
material.
Interest expense decreased $1.4 million to $30.3 million during the first six
months of fiscal 1996 as compared to the first six months of fiscal 1995 due
principally to lower average debt balances, partly resulting from the effect of
increased sales of accounts receivable, offset partially by higher interest
rates.
Liquidity and Capital Resources
As presented in the Consolidated Statement of Cash Flows, net cash provided by
operating activities was $143.5 million during the first six months of fiscal
1996. The significant changes in working capital accounts were an increase of
$39.6 million in accounts receivable and contracts in process, an increase of
$26.8 million in inventory and a $21.2 million decrease in accounts payable and
accrued expenses. Net changes in other working capital accounts were not
significant during the period.
11
<PAGE>
During the first six months of fiscal 1996, the Company used cash to (i) acquire
a German disposable and specialty products company, a U.S. fire protection
company, two European flow control companies and a U.S. flow control company for
an aggregate of $40.8 million; (ii) purchase $63.0 million of property and
equipment; (iii) pay dividends of $15.2 million and (iv) reacquire shares for
$2.5 million. The Company received cash of $49.8 million from the sale of brand
names and certain domestic assets.
At December 31, 1995 the Company's total debt was $597.8 million as compared to
$590.8 million at June 30, 1995.
Shareholders' equity was $1.74 billion or $11.39 per share at December 31, 1995
compared to $1.63 billion or $10.70 per share (after giving effect to the stock
split) at June 30, 1995. The increase is due primarily to fiscal 1996 net
income. Total debt as a percent of total capitalization (total debt and
shareholders' equity) was 26% at December 31, 1995 and 27% at June 30, 1995.
Working capital requirements for the remainder of fiscal 1996 are not expected
to significantly exceed fiscal 1995 levels. The level of capital expenditures
may increase slightly in fiscal 1996 as compared to fiscal 1995 and the source
of funds for such expenditures is expected to be cash from operations.
Subsequent to December 31, 1995, the Company utilized cash on hand as well as
its existing financing arrangements to complete the acquisitions of The Earth
Technology Corporation and Professional Medical Products, Inc., with the
aggregate purchase price totaling approximately $200 million. The Company
believes that its funding sources are adequate for its anticipated capital and
operating requirements through expected cash flows from operations and
established financing arrangements.
Backlog
The backlog of unfilled orders was approximately $1.06 billion at December 31,
1995 and $1.05 billion at June 30, 1995. Backlog increases in the Fire
Protection segment were partially offset by decreased backlog at Simplex, where
backlog is affected by timing of deliveries on contracts for underwater
communication cable systems.
12
<PAGE>
Part II - Other Information
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
At the Company's Annual Meeting on November 14, 1995, shareholders voted on the
following item:
i) To elect eight directors to hold office until the 1996 Annual Meeting of
Shareholders.:
A total of 63,901,070 shares were voted for, and 359,461 shares were voted
against, each of the eight directors as a group. Votes withheld against
individual directors were as follows: L. Dennis Kozlowski - 12,537 votes,
Joshua M. Berman - 289,463 votes, Richard S. Bodman - 4,120 votes, John F.
Fort - 3,733 votes, Stephen W. Foss - 1,535 votes, Richard A. Gilleland -
394,838 votes, Philip M. Hampton - 4,099 votes, and Frank E. Walsh, Jr. -
4,315 votes. There were no abstentions or broker non-votes.
13
<PAGE>
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits
11 - Earnings Per Share Computation
27 - Financial Data Schedule
(b) Reports on Form 8-K
None
14
<PAGE>
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 hereunto duly authorized.
TYCO INTERNATIONAL LTD.
/s/ Mark H. Swartz
---------------------------------
Mark H. Swartz
Vice President - Chief Financial Officer
(Principal Accounting and Financial Officer)
Date: February 13, 1996
15
<PAGE>
TYCO INTERNATIONAL LTD.
INDEX TO EXHIBITS
Exhibit No.
11 Earnings Per Share Computation
27 Financial Data Schedule
EXHIBIT 11
<TABLE>
TYCO INTERNATIONAL LTD.
Earnings Per Share Computation
(In thousands, except per share amounts)
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Calculation of earnings per share:
Primary:
Weighted average common shares
outstanding during the period 152,775 146,615 152,786 144,542
Dilutive effect of the restricted stock
plan, stock options and warrants
using the treasury stock method 123 3,755 33 4,922
--------- --------- --------- ---------
Total common equivalent shares 152,898 150,370 152,819 149,464
========= ========= ========= =========
Net Income before extraordinary item $ 70,771 $ 26,624 $ 136,435 $ 80,009
Extraordinary item -- (2,600) -- (2,600)
--------- --------- --------- ---------
Net income $ 70,771 $ 24,024 $ 136,435 $ 77,409
========= ========= ========= =========
Earnings per share:
Before extraordinary item $ 0.46 $ 0.18 $ 0.89 $ 0.54
Extraordinary item -- (0.02) -- (0.02)
--------- --------- --------- ---------
Net income $ 0.46 $ 0.16 $ 0.89 $ 0.52
========= ========= ========= =========
Fully Diluted:(1)
Weighted average common shares
outstanding during the period 152,775 146,615 152,786 144,542
Dilutive effect of the restricted stock
plan, stock options and warrants
using the treasury stock method 279 3,806 175 5,059
--------- --------- --------- ---------
Total common equivalent shares 153,054 150,421 152,961 149,602
========= ========= ========= =========
Net Income before extraordinary item $ 70,771 $ 26,624 $ 136,435 $ 80,009
Extraordinary item -- (2,600) -- (2,600)
--------- --------- --------- ---------
Net income $ 70,771 $ 24,024 $ 136,435 $ 77,409
========= ========= ========= =========
Earnings per share:
Before extraordinary item $ 0.46 $ 0.18 $ 0.89 $ 0.53
Extraordinary item -- (0.02) -- (0.02)
--------- --------- --------- ---------
Net income $ 0.46 $ 0.16 $ 0.89 $ 0.52
========= ========= ========= =========
<FN>
(1) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by Footnote 2 to Paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
</TABLE>
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENTS OF TYCO INTERNATIONAL LTD. AS OF AND FOR THE SIX
MONTHS ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 145,409
<SECURITIES> 0
<RECEIVABLES> 596,077
<ALLOWANCES> (31,598)
<INVENTORY> 597,879
<CURRENT-ASSETS> 1,594,219
<PP&E> 1,230,005
<DEPRECIATION> (558,157)
<TOTAL-ASSETS> 3,558,891
<CURRENT-LIABILITIES> 1,117,062
<BONDS> 507,016
0
0
<COMMON> 76,359
<OTHER-SE> 1,662,800
<TOTAL-LIABILITY-AND-EQUITY> 3,558,891
<SALES> 2,460,087
<TOTAL-REVENUES> 2,460,087
<CGS> 1,805,646
<TOTAL-COSTS> 1,805,646
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 4,148
<INTEREST-EXPENSE> 30,337
<INCOME-PRETAX> 233,222
<INCOME-TAX> 96,787
<INCOME-CONTINUING> 136,435
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 136,435
<EPS-PRIMARY> 0.89
<EPS-DILUTED> 0.89
</TABLE>
