TTMI

Business Context and Reporting Period

This Form 8-K, filed on October 27, 2006, reports the completion of an asset acquisition by TTM Technologies, Inc. The filing includes the combined financial statements of the acquired entity, the Tyco Printed Circuit Group, for the nine months ended June 30, 2006, and the fiscal years ended September 30, 2005, and September 17, 2004. The Tyco Printed Circuit Group is a producer of complex, high-performance, and specialty printed circuit boards (PCBs), serving military, aerospace, and commercial markets.

Key Financial Metrics

The following metrics reflect the Tyco Printed Circuit Group's performance as a subsidiary of Tyco International Ltd. prior to the acquisition. Figures are in millions unless otherwise noted.

Debt and Liquidity: The entity held significant related-party debt. As of June 30, 2006, amounts due to Tyco International Ltd. and affiliates totaled $1,122.0 million, primarily consisting of notes and a cash management agreement. The business relied on Tyco for funding, with operating cash flows funded through borrowings and capital infusions from the parent company.

Material Changes

• Acquisition Completion: On October 27, 2006, TTM Technologies, Inc. completed the acquisition of substantially all assets of the Tyco Printed Circuit Group for $225.6 million in cash. The purchase price is subject to working capital and cash adjustments.
• Revenue Decline: Net revenue for the nine months ended June 30, 2006, decreased to $299.8 million from $368.1 million in the prior fiscal year, a decline of approximately 18.6%.
• Margin Compression: Gross profit margin declined significantly. Gross profit was $30.1 million (10.0% margin) in the 2006 period compared to $36.5 million (9.9% margin) in 2005, but represented a sharp drop from the $68.0 million (16.8% margin) recorded in 2004.
• Operating Losses: The business recorded operating losses of $4.6 million in the 2006 period and $10.5 million in 2005, contrasting with an operating income of $7.8 million in 2004.

Outlook, Risks, and Contingencies

Pro Forma Information: The filing states it is impracticable to provide pro forma financial information at the time of filing; such information will be filed by amendment within 71 days.

Risks and Contingencies:

• Environmental Liabilities: The company is involved in environmental remediation matters. As of June 30, 2006, a liability of approximately $1.7 million was accrued for probable remedial costs. Additionally, the company settled Clean Water Act violations in 2004, resulting in a $6 million fine and $3.7 million in environmental projects, with $0.7 million in capital improvements remaining to be funded as of June 30, 2006.
• Restructuring: Remaining restructuring reserves totaled $6.8 million as of June 30, 2006, primarily related to facility exit costs and employee severance.
• Related Party Dependence: The financial statements include significant allocations of expenses from Tyco International Ltd. (e.g., management fees, insurance, interest). The filing notes that these statements may not be representative of the results had the company operated as a stand-alone entity.
• Customer Concentration: One customer accounted for approximately 9% of total sales for the nine months ended June 30, 2006.

Investor Verification Checklist

• Verify the final purchase price adjustment based on working capital and cash levels as of the closing date.
• Review the upcoming amendment to this Form 8-K for pro forma financial information to assess the combined entity's performance.
• Confirm the extent of liabilities retained by Tyco versus those assumed by TTM Technologies, specifically regarding the $1.1 billion in related-party debt and environmental obligations.
• Assess the impact of the allocated Tyco expenses (management fees, interest) on the acquired unit's future stand-alone profitability.
• Monitor the status of the remaining $0.7 million in capital improvements required by the 2004 environmental settlement.