ADT 2008 Annual Report Download

Download and view the complete annual report

Please find the complete 2008 ADT annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 283

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216
  • 217
  • 218
  • 219
  • 220
  • 221
  • 222
  • 223
  • 224
  • 225
  • 226
  • 227
  • 228
  • 229
  • 230
  • 231
  • 232
  • 233
  • 234
  • 235
  • 236
  • 237
  • 238
  • 239
  • 240
  • 241
  • 242
  • 243
  • 244
  • 245
  • 246
  • 247
  • 248
  • 249
  • 250
  • 251
  • 252
  • 253
  • 254
  • 255
  • 256
  • 257
  • 258
  • 259
  • 260
  • 261
  • 262
  • 263
  • 264
  • 265
  • 266
  • 267
  • 268
  • 269
  • 270
  • 271
  • 272
  • 273
  • 274
  • 275
  • 276
  • 277
  • 278
  • 279
  • 280
  • 281
  • 282
  • 283

TYCO INTERNATIONAL
2008 ANNUAL REPORT

Table of contents

  • Page 1
    tyco international 2008 annual report

  • Page 2
    ... critical industrial processes. tyco thermal controls, a part of the company's Flow control business, provides complete heat management systems to the power generation, chemical, oil & gas and food & beverage industries. When international-Matex tank terminals (iMtt) decided to build a state-of-the...

  • Page 3
    ...control, video and intrusion systems. the new emergency communications system gives cSu the ability to send real-time messages through its own secure network to the entire campus of 16,500 students and faculty. this solution demonstrates how tyco's Fire protection Services business offers customers...

  • Page 4
    ... tyco's aDt® business is the world's largest provider of electronic security services to a broad range of residential, commercial, industrial and governmental customers. the city of richmond, california turned to aDt in 2008 to enhance public safety for its 100,000 citizens and to protect its busy...

  • Page 5
    ... invest in the growth of our businesses and to return capital to our shareholders. During 2008, we completed a $1 billion share repurchase program, launched a new $1 billion program and increased our quarterly dividend by 33% to 20 cents per share. Equally important, we have made excellent progress...

  • Page 6
    ... Advanced Integration, this business provides additional systems integration capability for our electronic security platform. We also acquired Intellivid, a video analytics technology company that expands the theft prevention and business intelligence solutions we're able to offer global customers...

  • Page 7
    ...Fire Protection Services $ 4.4 Flow Control * these are non-Gaap Financial Measures. See Gaap reconciliations on inside back cover. ** the decrease in total assets, long-term Debt and Shareholders' equity in 2007 is primarily related to the spin-offs of tyco's electronics and healthcare businesses...

  • Page 8
    ... of our board since 2003, was named as our new lead director. The breadth and depth of Tyco's talent and resources give us confidence about the road ahead and our ability to capitalize on our many opportunities. By staying close to our customers and providing them with value-added solutions, we are...

  • Page 9
    ... and controls, and other industrial products. ADT WORLDWIDE as the world's largest electronic security provider, aDt helps to protect more than 7.2 million residential, commercial, industrial and governmental customers. From homes and small businesses to large, international companies, aDt provides...

  • Page 10
    ... yEAR WORLDWIDE SAFETY PRODUCTS Tyco Safety Products designs, manufactures and sells products across three key business platforms: electronic security, life safety and fire suppression. Our diverse product lines include: intrusion security, access control, video management systems, electronic fire...

  • Page 11
    ... fire and security applications. With 45 manufacturing and distribution facilities worldwide, Tyco Electrical & Metal Products provides quality products that help customers and end-users reduce installation and operational costs without sacrificing performance. MANuFACTuRED STOCKED DELIvERED 550...

  • Page 12
    ..., date and return the enclosed proxy card at your earliest convenience. On behalf of the Board of Directors and the management of Tyco, I extend our appreciation for your continued support. Yours sincerely, 7JAN200407273338 Edward D. Breen Chairman and Chief Executive Officer Tyco International...

  • Page 13
    (This page intentionally left blank.)

  • Page 14
    ... of the Board of Directors to set the auditors' remuneration; To adopt amendments to the Company's 2004 Stock and Incentive Plan; and To consider and act on such other business as may properly come before the meeting or any adjournment thereof. During the meeting, management also will present Tyco...

  • Page 15
    (This page intentionally left blank.)

  • Page 16
    ... ...Executive Compensation Philosophy ...Elements of Compensation ...Tax Deductibility of Executive Compensation ...Change in Control and Severance Benefits ...Pay Recoupment Policy ...Stock Ownership Guidelines ...Compensation and Human Resources Committee Report on Executive Executive Compensation...

  • Page 17
    ... THE COMPANY'S 2004 STOCK AND INCENTIVE PLAN ...OTHER MATTERS ...Costs of Solicitation ...Presentation of Financial Statements ...Registered and Principal Executive Offices ...Shareholder Proposals for the 2010 Annual General Meeting United States Securities and Exchange Commission Reports . General...

  • Page 18
    ...'s Board of Directors is soliciting your proxy to vote at the Annual General Meeting on March 12, 2009. This Proxy Statement contains information about the items being voted on at the Annual General Meeting and important information about Tyco. Tyco's 2008 Annual Report to Shareholders and Annual...

  • Page 19
    ...of the Board to set the auditors' remuneration. • Amendments to the Company's 2004 Stock and Incentive Plan intended to ensure that certain awards under the plan continue to qualify as ''performance-based compensation'' under U.S. federal tax rules; to expressly include two additional metrics that...

  • Page 20
    ...Shareholders who own their common shares in street name are not able to vote at the Annual General Meeting unless they have a proxy, executed in their favor, from the holder of record of their shares. Even if you plan to be present at the Annual General Meeting, we encourage you to complete and mail...

  • Page 21
    ... and voting at the Annual General Meeting is required for election of Directors, the re-appointment of Tyco's independent auditors and authorization of the Audit Committee of the Board to set the auditors' remuneration, and the amendments to the Company's 2004 Stock and Incentive Plan. Pursuant to...

  • Page 22
    ... on March 12, 2009: You can access Tyco's annual report and proxy statement at www.tycoproxy.com. For future meetings, shareholders can help reduce the amount of energy and paper consumed by the Company, and save the Company the expense of mailing printed proxy materials, by consenting to receive...

  • Page 23
    ... and monitors top management, provides oversight for financial reporting and legal compliance, determines Tyco's governance principles and implements its governance policies. The Board, together with management, is responsible for establishing the Company's values and code of conduct and for setting...

  • Page 24
    .... Board of Directors Mission of the Board of Directors: What the Board Intends to Accomplish The mission of Tyco's Board is to promote the long-term value and health of the Company in the interests of the shareholders and set an ethical ''tone at the top.'' To this end, the Board provides management...

  • Page 25
    Board Responsibilities The Board is responsible for: • reviewing and approving management's strategic and business plans; • reviewing and approving financial plans, objectives and actions, including significant capital allocations and expenditures; • monitoring management's execution of ...

  • Page 26
    ... with the Company's annual general meeting and board members are required to be in attendance at the annual general meeting either in person or by telephone. The lead Director, in consultation with the Chairman of the Board / Chief Executive Officer, is responsible for setting meeting agendas with...

  • Page 27
    ... of the Board of Directors. A report summarizing all items received resulting in cases is prepared for the Board. The Corporate Ombudsman directs cases to the applicable department (such as customer service, human resources or in the cases of accounting, audit or internal controls-forensic audit...

  • Page 28
    ... as long as the Director does not sell any stock. A majority of the Directors' annual compensation is provided as equity, and each of our current Directors is in compliance with these stock ownership guidelines. Directors who are Company officers receive no additional compensation for service as...

  • Page 29
    ... for, consult with, or otherwise provide services to, another publicly traded company on whose Board of Directors the Tyco Chief Executive Officer or other member of senior management serves; • do not serve as, nor does any immediate family member serve as, an executive officer of any entity with...

  • Page 30
    ... to subscribe to appropriate publications at the Company's expense. Other Directorships, Conflicts and Related Party Transactions In order to provide sufficient time for informed participation in their board responsibilities: • non-executive Directors who are employed as chief executive officer of...

  • Page 31
    ... day for each special committee meeting that he or she attends. No such fees were paid in fiscal 2008. A Director who is also an employee receives no additional remuneration for services as a Director. As a result of recent U.S. federal tax law changes, the equity component of our Director's annual...

  • Page 32
    ...discount on home security systems installed by the Company in Directors' homes and discounts on security monitoring services. These discounts did not exceed $1,051 for any Director in fiscal 2008. Admiral Blair's term on the Board will expire no later than the date of the 2009 Annual General Meeting...

  • Page 33
    ... Compensation Plan Until December 2008, under the Director Deferred Compensation Plan (''Deferred Compensation Plan''), each non-employee Director was permitted to make an election to defer some or all of his or her cash remuneration for that year. As a result of the U.S. federal tax law changes...

  • Page 34
    ...Duperreault, Gordon, Gupta, Krol and York, and the new nominee is Mr. David Yost. Biographical information regarding each of the nominees is set forth below. The election of Directors will take place at the Annual General Meeting. Election of each Director requires the affirmative vote of a majority...

  • Page 35
    ...Director, and was promoted to Chief Executive Officer in 1999. Prior to Dr. O'Neill's career at ICI, he held numerous positions at Guinness PLC, including Chief Executive of Guinness Brewing Worldwide Ltd, Managing Director International Region of United Distillers, and Director of Financial Control...

  • Page 36
    ... Officer of Aquiline Holdings LLC. From January 2000 to April 2006, Ms. Wijnberg was the Senior Vice President and Chief Financial Officer at Marsh & McLennan Companies, Inc., a professional services firm with insurance and reinsurance brokerage, consulting and investment management businesses...

  • Page 37
    ... meeting of shareholders, developing and recommending to the Board a set of corporate governance principles, and playing a general leadership role in Tyco's corporate governance. In addition, the Nominating and Governance Committee oversees our environmental, health and safety management system...

  • Page 38
    ... or as of the date of this proxy statement is or has been an officer or employee of the Company and no executive officer of the Company served on the compensation committee or board of any company that employed any member of the Company's Compensation Committee or Board of Directors. Nomination of...

  • Page 39
    ... Resources Committee is a ''Non-Employee'' Director as defined in the Securities Exchange Act of 1934 and is an ''outside director'' as defined in section 162(m) of the Internal Revenue Code. In November 2005, the Board governance principles were amended to limit the number of other public company...

  • Page 40
    ... Tyco, Mr. Gursahaney was the President and Chief Executive Officer of GE Medical Systems-Asia. During his ten year tenure at GE, Mr. Gursahaney held senior leadership positions in services, marketing and information management within the Medical Systems and Power Systems divisions and also worked...

  • Page 41
    ...Treasurer of Capital Markets. Judith A. Reinsdorf-Ms. Reinsdorf, age 45, has been our Executive Vice President and General Counsel since March 2007. From October 2004 to February 2007, Ms. Reinsdorf served as Vice President, General Counsel and Secretary of C. R. Bard, Inc., a medical device company...

  • Page 42
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the number of shares of common stock beneficially owned as of December 31, 2008 by each current Director, nominee for Director, executive officer named in the Summary Compensation Table under ''Executive ...

  • Page 43
    ...(5) The following table sets forth the information indicated for persons or groups known to the Company to be beneficial owners of more than 5% of the outstanding common shares. Name and Address of Beneficial Owner Number of Common Shares Beneficially Owned Percentage of Common Stock Outstanding on...

  • Page 44
    ... and Electrical & Metal Products; John E. Evard, Senior Vice President and Chief Tax Officer; and Naren K. Gursahaney, President, ADT Worldwide. In designing the Company's executive compensation program, the Compensation Committee focuses on reinforcing both the Company's business objectives and its...

  • Page 45
    ... 2009 annual and long-term incentive plans of the results of a study intended to determine the most appropriate performance metrics for the Company's various businesses; • the review of the design of the fiscal 2009 equity award program to better align Senior Officer compensation with shareholder...

  • Page 46
    ...of executive compensation market data. The Compensation Committee believes that this information provides important additional data that the Committee should consider in its decision-making process. The Compensation Committee anticipates that the peer group will change if the Company's size or lines...

  • Page 47
    ... including the named executive officers. The Committee bases its assessment on tally sheets prepared by Company management for each officer. Tally sheets identify the value of each pay element, including base salary, annual bonus, sign-on or other cash payments, long-term incentives, and benefit and...

  • Page 48
    equity awards was included in the Summary Compensation table for fiscal 2007 that appeared in the Company's proxy statement for the 2008 Annual General Meeting. Fiscal 2008 Composite Pay Mix for Named Executive Officers FY07All Other Compensation 4% FY08 Base Salary 9% FY07Change in Pension Value ...

  • Page 49
    ...Long-term Compensation FY08 Stock Options FY08 Performance Share Units FY08 Restricted Stock Units 74% 100% Based on its most recent assessment of competitive pay and its tally sheet review, the Compensation Committee determined that existing base salaries and resulting target bonus opportunities...

  • Page 50
    ... of cash bonuses; • long-term incentive compensation, which includes stock options, time-vested stock units and performance-based stock units; and • benefit programs that are specifically designed for the Company's executive management. The Career Band structure establishes minimum, midpoint and...

  • Page 51
    ... for all of our Senior Officers. Annual incentive compensation rewards the individual for his/her execution of the operating plan and other strategic initiatives, as well as for financial performance which benefits the Company's business and drives long-term shareholder value creation. It places...

  • Page 52
    ... • ADT Worldwide Operating Income before special items • ADT Worldwide Adjusted FCF before special items Mr. Oliver Corporate split equally between Earnings Per Share and Adjusted FCF Tyco Safety Products Operating Income before special items Tyco Safety Products Working Capital Days Tyco Safety...

  • Page 53
    ... pay opportunity to share price. It provides long-term accountability for named executive officers. And it offers the incentive of performance-based opportunities for capital accumulation in lieu of a pension plan for most of the Company's executive management. Fiscal 2008 Equity Awards The annual...

  • Page 54
    ... life insurance, long-term disability and long-term care plans. The retirement programs at Tyco do not include active defined benefit plans for our named executive officers or for other U.S. executives, except that Mr. Breen is entitled to pension benefits under his employment agreement. Besides the...

  • Page 55
    ... above the $15,000 monthly benefit provided by our broad-based disability plan. The executive long-term care insurance program covers certain Senior Officers and their spouses in the event of chronic illness or disability. Under the program, Tyco pays the long-term care premium for 10 years...

  • Page 56
    ... Without a Change in Control Description Chief Executive Officer Other Named Executive Officers Governing document: Employment agreement. The Severance Plan. For equity awards, the Severance Plan and individual award agreements. Termination events triggering severance cash benefits and benefits...

  • Page 57
    ... expiration date of the option or the third anniversary of termination. Twelve months from date of termination for medical and dental and health care reimbursement account benefits only, if the executive does not commence employment with another company during the severance period. In addition, if...

  • Page 58
    ... by the employment agreement, or any other action by the Company which results in a significant diminution in such position, authority, duties or responsibilities; • Any failure by the Company to comply with any of the material provisions regarding Mr. Breen's base salary, bonus, annual equity...

  • Page 59
    ... in Control Description Chief Executive Officer Named Executive Officers Governing document: Employment agreement. CIC Severance Plan. For equity awards, individual award agreements. Termination events triggering severance cash benefits and benefits continuation (requires a change-in-control and...

  • Page 60
    ...in full. • Options remain exercisable for the remainder of their term. Twelve months from date of termination for medical and dental and health care reimbursement account benefits only, if the executive does not commence employment with another company during the severance period. In addition, if...

  • Page 61
    ... his employment within the 30-day period commencing on the first anniversary of the change in control. For the other named executive officers, the CIC Severance Plan generally defines ''Cause'' as (i) substantial failure or refusal to perform duties and responsibilities of his or her job as required...

  • Page 62
    ...Pay Recoupment Policy for Tyco. The policy provides that: In addition to any other remedies available to the Company and subject to the applicable law, if the Board or any Compensation Committee of the Board determines that any Annual Incentive Plan (''AIP'') payment, incentive payment, equity award...

  • Page 63
    ... and Electrical & Metal Products; John E. Evard, Senior Vice President and Chief Tax Officer; and Naren K. Gursahaney, President, ADT Worldwide. Salary and bonus include amounts that may be deferred at the named executive officer's election. Summary Compensation Table Change in Pension Value and Non...

  • Page 64
    ...to reflect changes in salary. Supplemental Executive Insurance Benefits reflect premiums paid by the Company for insurance benefits for the executive and, in the case of long-term care, for the executive's spouse as well. These benefits are provided to certain Senior Officers of the Company upon the...

  • Page 65
    .... Generally, the Company pays the increased tax cost (including a gross-up) that Mr. Breen owes as a result of working in New York rather than in his principal work location. The amount related to state taxes for Mr. Breen is an estimate, pending receipt of the relevant personal state tax return...

  • Page 66
    ... All Other Stock Awards: Number of Shares of Stock or Units(2) (#) (j) All Other Option Awards: Number of Securities Underlying Options(2) (#) (k) Exercise or Base Price of Option Awards(3) ($/Sh) (l) Grant Date Fair Value of Stock and Option Awards(3) ($) (m) Current Officers Edward D. Breen...

  • Page 67
    ...equity awards, fair market value was calculated as the closing price on the NYSE on the grant date, and these amounts were reported in the proxy statement for the 2008 Annual General Meeting. Stock options granted as part of the accelerated fiscal 2008 award generally vest in equal installments over...

  • Page 68
    ... 26, 2008. Dollar amounts are based on the NYSE closing price of $36.37 for the Company's common stock on September 26, 2008. Option Awards Stock Awards Equity Incentive Equity Incentive Plan Awards: Plan Awards: Market or Number of Payout Value of Unearned Unearned Shares, Units Shares, Units or...

  • Page 69
    ... with the accelerated fiscal 2008 long-term incentive compensation grant described in the proxy statement for the 2008 Annual General Meeting. All performance shares will vest and become payable in shares of the Company's common stock on June 30, 2010. The number of shares that will actually be...

  • Page 70
    .../low price of the Company's common stock on the vesting date. Pension Benefits Table (2) The following table presents, for each named executive officer, the present value of the benefit he would receive at retirement under the specified pension plan, based on credited years of service and covered...

  • Page 71
    ... the named executive officer's notional account in the SSRP and in the Company's Supplemental Executive Retirement Plan (the ''SERP''). The SERP was frozen with respect to additional contributions on December 31, 2004. Except for the Tyco stock fund and the Fidelity Freedom Funds, investment options...

  • Page 72
    ... closing NYSE share price of $36.37 on such date. For Mr. Breen, termination benefits are governed by his employment agreement. For each of the other named executive officers, the CIC Severance Plan governs termination benefits for change-in-control triggering events, and the Severance Plan governs...

  • Page 73
    ...-Annual Incentive Compensation.'' (2) Upon a triggering event, Mr. Breen's pre-amended employment agreement provides for continuation of health and welfare benefits (or a cash equivalent) for 36 months following the termination date provided he continues to pay the employee portion of such programs...

  • Page 74
    ... reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process. Management assures that the Company develops and maintains adequate financial controls and procedures, and monitors compliance with these processes. Tyco...

  • Page 75
    ... comfort letters, international filings and other assistance required to complete the year-end audit of the consolidated financial statements. Audit fees for fiscal 2007 include the cost of audit and quarterly review procedures performed on Tyco's Healthcare and Electronics businesses prior to their...

  • Page 76
    ...proxy at the Annual General Meeting. Awards under the current Plan may be structured to qualify as ''performance-based compensation'' that is exempt from the $1 million limit on tax-deductible compensation imposed by Section 162(m) of the Internal Revenue Code. To satisfy the requirements that apply...

  • Page 77
    ... related to working capital days and customer attrition rates have been included in the list. The Performance Measures consist of any one or combination of the following: • Net operating profit after taxes; • Net operating profit after taxes, per Share; • Return on invested capital; • Return...

  • Page 78
    ...used in connection with directors' annual remuneration. We are proposing that the types of Awards that may be used include Shares, Stock Options, Restricted Stock, Restricted Units and/or Deferred Stock Units, or any combination thereof. This change will provide the Board with maximum flexibility in...

  • Page 79
    ... be paid by Tyco. Tyco has engaged MacKenzie Partners, Inc. as the proxy solicitor for the Annual General Meeting for an approximate fee of $9,500. In addition to the use of the mails, certain Directors, officers or employees of Tyco may solicit proxies by telephone or personal contact. Upon request...

  • Page 80
    ... Commission Reports Copies of our Annual Report on Form 10-K for the fiscal year ended September 26, 2008, as filed with the SEC (without exhibits), are available to shareholders free of charge on our website at www.tyco.com or by writing to Attn: Tyco Shareholder Services, Tyco International Ltd...

  • Page 81
    ...Directors and Employees with that of the other stockholders of the Company. Toward these objectives, the Plan provides for the grant of Stock Options, Stock Appreciation Rights, Short-Term Performance Bonuses, Long-Term Performance Awards and other Stock-Based Awards. 1.2 Effective Date; Shareholder...

  • Page 82
    ... Company. ''Change in Control Termination'' shall mean an Employee's Involuntary Termination that occurs during the period beginning 60 days prior to the date of a Change in Control and ending two years after the date of such Change in Control. ''Code'' means the United States Internal Revenue Code...

  • Page 83
    ... Market Value of a Share on the date of grant. ''GAAP'' means United States generally accepted accounting principles. ''Incentive Stock Option'' means a Stock Option granted under Section 4.3 of the Plan that meets the requirements of Code Section 422 and any related regulations and is designated...

  • Page 84
    ...otherwise an Employee of the Company or a Subsidiary. An individual who is elected to the Board at an annual meeting of the stockholders of the Company will be deemed to be a member of the Board as of the date of the meeting. ''Nonqualified Stock Option'' means any Stock Option granted under Section...

  • Page 85
    ... for security services. ''Performance Unit'' means a Long-Term Performance Award denominated in dollar Units. ''Plan'' means the Tyco International Ltd. 2004 Stock and Incentive Plan, as it may be amended from time to time. ''Premium-Priced Stock Option'' means a Stock Option, the Exercise Price of...

  • Page 86
    ... Employees to receive Awards under the Plan; (d) Determine the form of an Award, the number of Shares subject to each Award, all the terms and conditions of an Award, including, without limitation, the conditions on exercise or vesting, the designation of Stock Options as Incentive Stock Options...

  • Page 87
    ... to the Chief Executive Officer of the Company or any other officer or group of officers as it deems to be advisable, the authority to select Employees to receive an Award and to determine the number of Shares under any such Award, subject to any terms and conditions that the Board or the Committee...

  • Page 88
    ... Fair Market Value of a Share as of the date of grant if the Participant receiving the Stock Options owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any Subsidiary, as defined in Code Section 424. The Exercise Price of a Stock...

  • Page 89
    ... of time (in whole months) that have elapsed since the date of grant, and the denominator of which is four years (or such other applicable vesting term as is set forth in the Award Certificate). Unless the Award Certificate provides otherwise, such Participant's Stock Options and Stock Appreciation...

  • Page 90
    ... a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the Exercise Price being so paid, provided that the Board has specifically approved the repurchase of such Shares (unless such approval is not required by the terms of the bye-laws of the Company) and...

  • Page 91
    ... price of the original Stock Options or Stock Appreciation Rights without shareholder approval. 4.4 Short-Term Performance Bonuses. The Committee may grant Short-Term Performance Bonuses under the Plan in the form of cash or Shares to the Reporting Persons that the Committee may from time to time...

  • Page 92
    ... date of Change in Control, that would cause all (100%) of the Participant's Target Amount to become payable. 4.5 Long-Term Performance Awards. The Committee may grant Long-Term Performance Awards under the Plan in the form of Performance Units, Restricted Units or Restricted Stock to any Reporting...

  • Page 93
    ..., however, that no reduction will result in an increase in the dollar amount or number of Shares payable under any Long-Term Performance Award of a Key Employee. (d) Payment, Certification. No Long-Term Performance Award will vest with respect to any Reporting Person until the Committee certifies in...

  • Page 94
    ... that satisfies the applicable requirements of Code Section 162(m)(C) and related regulations, and that the Plan be operated so that the Company may take a full tax deduction for Long-Term Performance Awards. If any provision of this Plan or any Long-Term Performance Award would otherwise frustrate...

  • Page 95
    ... payable. (e) Dividends and Dividend Equivalents. At the discretion of the Committee and as set forth in the applicable Award Certificate, dividends issued on Shares may be paid immediately or withheld and deferred in the Participant's account. In the event of a payment of dividends on Common Stock...

  • Page 96
    ..., Restricted Units, Deferred Stock Units, Performance Units or as payment of a Short-Term Performance Bonus or Long-Term Performance Award or other StockBased Award, the total number of Shares remaining available for grant will be decreased by a margin of at least 1.8 per Share issued. No more than...

  • Page 97
    ... are returned to the Company upon a Participant's Termination of Employment. 5.3 Adjustments. In the event of a change in the outstanding Shares by reason of a stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property...

  • Page 98
    ...or results in the replacement of outstanding Stock Options and Stock Appreciation Rights with new Awards that have an Exercise Price that is lower than the Exercise Price of the replaced Stock Options and Stock Appreciation Rights. The Board may, in its discretion, increase the maximum dollar amount...

  • Page 99
    ... Stock-Based Awards by payment to the Company in cash or by certified check, bank draft, wire transfer or postal or express money order, provided that the format is approved by the Company or a designated third-party administrator. However, subject to any requirements of applicable law, the Company...

  • Page 100
    ... of Employment, and (ii) will forfeit and return to the Company any Short-Term Performance Bonuses, Performance Units, Shares of Restricted Stock, Restricted Units (including any credited Dividend Equivalents), Deferred Stock Units, and other Stock-Based Awards that are outstanding on the date of...

  • Page 101
    special incentive payment to the Participant and will not be taken into account as compensation for purposes of any other employee benefit plan of the Company or a Subsidiary, except as the Committee otherwise provides. The adoption of the Plan will have no effect on Awards made or to be made under ...

  • Page 102
    ... (Address of registrant's principal executive office) 441-292-8674 (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Shares, Par Value $0.80 Name of each exchange on which registered New York Stock Exchange Securities registered...

  • Page 103
    ... and Director Independence ...Principal Accountant Fees and Services ...83 83 83 83 83 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...Selected Financial Data ...Management's Discussion and Analysis of Financial Condition and Results of...

  • Page 104
    ... apparatus, intrusion security, access control and video management systems. In addition, Safety Products manufactures products installed and serviced by ADT Worldwide and Fire Protection Services. We also provide general corporate services to our segments and these costs are reported as Corporate...

  • Page 105
    ..., sells, installs, services and monitors electronic security systems for residential, commercial, industrial and governmental customers around the world. We are one of the world's largest providers of electronic security systems and services. We have a significant market presence in North and South...

  • Page 106
    ...and health care facilities. Our government customers include federal, state and local governments, defense installations, schools and mass transportation providers. In addition to advertising, direct mailings and the internet, we market our electronic security systems and services to these customers...

  • Page 107
    ... for parts and after-market services in our recurring revenue business. We intend to leverage the breadth of our product portfolio and our geographic capabilities to enhance our ability to meet customer requirements for global projects. We intend to capitalize on growth opportunities in key emerging...

  • Page 108
    ...By working closely with our Safety Products segment, we intend to develop offerings that address key technologies driving customer demand, such as mass notification, as well as new business generated from changes and expansions in fire and life-safety codes and standards. We will continue to promote...

  • Page 109
    ...2009 International Residential Code to require sprinkler systems in new one and two family dwellings effective in January 2011. In addition, we continue to focus on system maintenance and inspection, which have become increasingly significant parts of our business. Customers Fire Protection Services...

  • Page 110
    ... apparatus, intrusion security, access control and video management systems. In addition, Safety Products manufactures products installed and serviced by ADT Worldwide and Fire Protection Services. We are a major provider of fire suppression, electronic security and life safety products. With 2008...

  • Page 111
    ... enhance business performance. Our global access control solutions include: integrated security management systems for enterprise applications, access control solutions for mid-size applications, alarm management panels, door controllers, readers, keypads and cards. Our global video system solutions...

  • Page 112
    ... relates to: electronic security systems; fire detection systems; suppression systems; fire extinguishers and related products; integrated systems for surveillance and control of public transportation and other public works; fire protection sprinklers and related systems and products; structural...

  • Page 113
    ... specifically toward the alarm and fire suppression industries. Our ADT Worldwide business currently relies primarily upon the use of wireline telephone service to communicate signals, and wireline telephone companies in the United States are regulated by both the federal and state governments...

  • Page 114
    ... issuers that file electronically with the SEC, from which investors can electronically access Tyco's SEC filings. Our Internet website is www.tyco.com. We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form...

  • Page 115
    ... is more pronounced in times of economic uncertainty. Tyco amortizes the costs of ADT's contracts and related customer relationships purchased through the ADT dealer program based on the estimated life of the customer relationships. Internally generated residential and commercial pools are similarly...

  • Page 116
    ... foreign legal systems; • trade protection measures and import or export licensing requirements; • difficulty in staffing and managing widespread operations and the application of foreign labor regulations; • compliance with a variety of foreign laws and regulations; • changes in the general...

  • Page 117
    ... condition, results of operations or cash flows. We continue to evaluate the performance of all of our businesses and may sell businesses or product lines. For example, our Board of Directors approved several divestitures in 2008, including a subsidiary that makes and sells fire protection products...

  • Page 118
    ... may increase. In addition, because we cannot always immediately adapt our cost structures to changing market conditions, our manufacturing capacity may at times exceed or fall short of our production requirements. Any of these problems could result in the loss of customers, provide an opportunity...

  • Page 119
    ... to the 1997 acquisition of Tyco International Ltd. by ADT Limited (a public company that had been located in Bermuda since the 1980's with origins dating back to the United Kingdom since the early 1900's), as a result of which ADT changed its name to Tyco International Ltd. and became the parent...

  • Page 120
    .... Our ADT Worldwide business relies heavily upon wireline telephone service to communicate signals, and wireline telephone companies are regulated by both the federal and state governments. Changes in laws or regulations could require us to change the way we operate, which could increase costs or...

  • Page 121
    ... addition, we could face liability for failure to respond adequately to alarm activations. The nature of the services we provide potentially exposes us to risks of liability for employee acts or omissions or system failures. In an attempt to reduce this risk, our alarm monitoring agreements contain...

  • Page 122
    ... cleanup; and • oil spill equipment upgrades and replacement. These projects involve both remediation expenses and capital improvements. In addition, we remain responsible for certain environmental issues at manufacturing locations previously sold by us. The ultimate cost of cleanup at disposal...

  • Page 123
    ...our customers and our suppliers, as access to liquidity may be negatively impacted by disruptions in the credit markets, leading to increased funding costs or unavailability of credit. In the normal course of our business, we access credit markets to meet our working capital requirements, to service...

  • Page 124
    ... We have disclosed a material weakness in our internal control over financial reporting relating to our accounting for income taxes that could adversely affect our ability to report our financial condition, results of operations or cash flows accurately and on a timely basis. In connection with our...

  • Page 125
    ... of our common stock and could adversely affect our business prospects. Examinations and audits by tax authorities, including the Internal Revenue Service, could result in additional tax payments for prior periods. The Company and its subsidiaries' income tax returns periodically are examined...

  • Page 126
    .... In addition, under the terms of the Tax Sharing Agreement that we have entered into with Covidien and Tyco Electronics in connection with the Separation, in the event the distribution or the internal transactions are determined to be taxable and such determination was the result of actions taken...

  • Page 127
    ... Electronics or subsidiaries of ours would incur significant U.S. federal income tax liabilities as a result of the application of Section 355(e) of the Code. Under the Tax Sharing Agreement, there are restrictions on our ability to take actions that could cause the distribution or certain internal...

  • Page 128
    ..., as well as sales and marketing, engineering and administrative offices. ADT Worldwide operates through a network of offices and service facilities located in North America, Central America, South America, Europe, the Middle East, the Asia-Pacific region and South Africa. The group occupies...

  • Page 129
    ... to the business operations of any of the companies (including ERISA, FCPA and securities claims). The agreement also provides that we will be responsible for 27%, Covidien 42% and Tyco Electronics 31% of payments to resolve these matters, with costs and expenses associated with the management of...

  • Page 130
    ... periodic filings, Stumpf v. Tyco International Ltd. is a class action lawsuit that asserts complaints against Tyco, among others, based on alleged violations of the disclosure provisions of the federal securities laws. The matter arises from Tyco's July 2000 initial public offering of common stock...

  • Page 131
    ..., attorney's fees and costs. Discovery in this case is proceeding. Tyco International Ltd. v. Frank E. Walsh, Jr. As previously reported in our periodic filings, we filed a civil complaint against Frank E. Walsh, Jr., a former director, for breach of fiduciary duty and related wrongful conduct...

  • Page 132
    ... purchasing customer accounts. The investigation related to accounting practices employed by our former management, which were discontinued in 2003. Although we settled with the SEC in 2006, a number of former dealers and related parties have filed lawsuits against us alleging breach of contract and...

  • Page 133
    ... relating to Tyco, Covidien and Tyco Electronics, and, as Audit Managing Party as specified in the Tax Sharing Agreement, the Company intends to vigorously defend its prior filed tax return positions. During the second quarter of 2008, the IRS issued additional RARs asserting a withholding tax...

  • Page 134
    Financial Condition and Results of Operations. Additionally, the IRS is auditing the prior tax returns of the Company, which include legal entities of Tyco, Covidien and Tyco Electronics for the 2001 to 2004 period. The IRS has not issued any RARs for this period. The ultimate resolution of these ...

  • Page 135
    ...FCL'') commenced an action against Tyco Fire and Integrated Solutions (UK) Ltd. in the High Court of Justice, Queen Bench Division, Technology and Construction Court, United Kingdom, alleging that Tyco entered into a binding contract in 2002 for the design, manufacture and installation of mechanical...

  • Page 136
    ... common shares are listed and traded on the New York Stock Exchange (''NYSE'') and the Bermuda Stock Exchange under the symbol ''TYC.'' The following table sets forth the high and low closing sales prices of Tyco common shares as reported by the NYSE, and the dividends declared on Tyco common shares...

  • Page 137
    ... Graph Set forth below is a graph comparing the cumulative total shareholder return on Tyco's common shares against the cumulative return on the S&P 500 Index and the Dow Jones Industrial Diversified Index, assuming investment of $100 on September 30, 2003, including the reinvestment of dividends...

  • Page 138
    ... Stock and Incentive Plan provides for the award of stock options, restricted shares and other equity and equity-based awards to Board members, officers and non-officer employees. Amount shown under shares outstanding includes 145,944 DSU grants and dividend equivalents earned on each DSU account...

  • Page 139
    ... Compensation and Human Resources Committee. The International Benefits Oversight Committee, among other things, determines when to grant options and sets the option price. Issuer Purchases of Equity Securities Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum...

  • Page 140
    ... and segment reporting structure, restructuring, asset impairment and divestiture charges, net of $210 million, $120 million of incremental stock option charges required under Statement of Financial Accounting Standards (''SFAS'') No. 123R, ''Share-Based Payment,'' a $259 million loss related to the...

  • Page 141
    ...15 per share payable on November 1, 2007 to shareholders of record of Tyco International Ltd. post Separation on October 1, 2007. On December 9, 2004, the Board of Directors approved an increase in the quarterly dividend on the Company's common shares from $0.05 to $0.40 per share. As a result, in...

  • Page 142
    ... States dollars, in accordance with accounting principles generally accepted in the United States (''GAAP''). The Company operates in the following business segments: • ADT Worldwide designs, sells, installs, services and monitors electronic security systems for residential, commercial, industrial...

  • Page 143
    ...businesses do not align with our long term strategy. In fiscal 2008, as part of our portfolio refinement efforts, we sold a subsidiary that makes and sells fire protection products in Japan, a European manufacturer of building products for the construction industry, a European manufacturer of public...

  • Page 144
    ..., to the date of purchase, in the event that a ratings downgrade occurs in connection with certain change of control transactions. Also in the third quarter of 2008, the Company settled the matter entitled Sensormatic Security Corp. v. Sensormatic Electronics Corp., ADT Security Services, Inc. and...

  • Page 145
    ... and Distribution Agreement, the companies shared in the liability and escrow accounts related to the class action settlement, with Tyco assuming 27%, Covidien 42% and Tyco Electronics 31% of the settlement amount. As a result, Tyco incurred a charge to expense, for which no tax benefit is available...

  • Page 146
    ...Flow Control, ADT Worldwide and Electrical and Metal Products. The increase in net revenue in Flow Control resulted from volume growth due to continued strength in most industrial end markets with significant project growth in the valves business. In addition, net revenue growth in ADT Worldwide was...

  • Page 147
    ...management and segment reporting structure. In addition, 2006 was unfavorably affected by a $100 million charge relating to a pre-existing voluntary replacement program for certain sprinkler heads, incremental stock option charges of $84 million as required under SFAS No. 123R, ''Share-Based Payment...

  • Page 148
    ... from product sales includes sales and installation of electronic security and other systems. Service revenue is comprised of electronic security services and maintenance, including the monitoring of burglar alarms, fire alarms and other life safety systems as well as services related to retailer...

  • Page 149
    ... of our management and segment reporting structure, as well as increased investment in selling and marketing in Americas and Asia. In addition, results for 2007 included restructuring, asset impairment and divestiture charges, net of $83 million, which were primarily related to actions to improve...

  • Page 150
    ... in service revenue related to growth in service work and sprinkler contracting in North America and Asia primarily as a result of an increase in demand from the education and healthcare industries in North America and continued commercial expansion in the Asia Pacific region. Additionally, changes...

  • Page 151
    ... by higher selling prices for both steel tubular and armored cable products were partially offset by decreased sales volume for both products. Operational excellence initiatives resulted in reductions in production cost rates for both steel tubular and armored cable products. The increase in...

  • Page 152
    ... in North America as a result of increased spending by fire departments due to the release of federal funds, and from increased selling prices. The increase in the electronic security business was partially due to higher volume and new product introductions primarily related to casinos and schools...

  • Page 153
    ... of income related to the extinguishment of certain payment obligations under a split dollar life insurance policy and rabbi trust pursuant to a settlement with Mr. Kozlowski, former Chief Executive Officer, and $48 million of income resulting from a reduction in our estimated workers' compensation...

  • Page 154
    ... to the Consolidated Financial Statements. Additionally, the Company recorded $40 million of income as a result of an increase in the receivables due from Covidien and Tyco Electronics under the Tax Sharing Agreement upon the adoption of Financial Accounting Standards Board (''FASB'') Interpretation...

  • Page 155
    ... of business taxes and taxes, if any, incurred as a result of any failure of the distribution of all of the shares of Covidien or Tyco Electronics to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Code or certain internal transactions...

  • Page 156
    ... relating to Tyco, Covidien and Tyco Electronics, and, as Audit Managing Party as specified in the Tax Sharing Agreement, the Company intends to vigorously defend its prior filed tax return positions. During the second quarter of 2008, the IRS issued additional RARs asserting a withholding tax...

  • Page 157
    ... its long-term strategy. During 2008, as part of the Company's portfolio refinement efforts, the Company sold its ETEO business, Ancon business, NDC business, and a European manufacturer of public address products and acoustic systems. Additionally, the Company substantially completed the sale of...

  • Page 158
    ... the funding provided by the Company through the closing date of the sale. As a result of the agreement, AECOM assumed all the risks and rewards of ownership for the UK businesses. At September 26, 2008, the necessary consents and approvals had not been obtained by the Company to transfer the legal...

  • Page 159
    ..., net of income taxes in the Company's Consolidated Statement of Operations. In January 2008, the Company sold a European manufacturer of public address products and acoustic systems which was part of the Company's Fire Protection Segment and recorded an $8 million pre-tax loss on sale. The loss was...

  • Page 160
    ... on the terms and conditions included or expected to be included in the sales agreements. Acquisitions As part of the Company's strategy to strengthen its product and service offerings and market positions, the Company acquired Winner Security Services LLC (''Winner''), Sensormatic Security Corp...

  • Page 161
    .... FirstService Security is a commercial security systems integrator and provides a full range of integrated security system services, including design, engineering, installation, servicing and monitoring of access control, closed-circuit television and intrusion systems. The purchase price for...

  • Page 162
    ..., 415,000 and 401,000 customer contracts for electronic security services through the ADT dealer program. Goodwill Impairment Annually and more frequently if triggering events occur, the Company tests goodwill for impairment by comparing the fair value of each reporting unit with its carrying amount...

  • Page 163
    ... Security Services business, part of the ADT Worldwide segment. As a result, the Company recognized a goodwill impairment of $46 million in the third quarter of 2007. In determining fair value, management relies on a number of factors including operating results, business plans, economic projections...

  • Page 164
    ...of new customers in its electronic security business in three asset categories: internally generated residential subscriber systems, internally generated commercial subscriber systems (collectively referred to as subscriber system assets) and customer accounts acquired through the ADT dealer program...

  • Page 165
    ...sales for the installation of fire protection systems, large security intruder systems and other construction-related projects are recorded primarily under the percentage-of-completion method. Profits recognized on contracts in process are based upon estimated contract revenue and related total cost...

  • Page 166
    ... all of our reporting units prior to the required annual assessment. These types of events and the resulting analysis could result in goodwill impairment charges in the future. In determining fair value, we rely on a number of factors including operating results, business plans, economic projections...

  • Page 167
    ... pension benefit obligations. A 25 basis point decrease in the discount rate would increase our present value of pension obligations by approximately $76 million. We consider the current and expected asset allocations of our pension plans, as well as historical and expected long-term rates of return...

  • Page 168
    ... our operational and business needs. As a result of declines experienced in global financial markets, our pension funds have and may continue to experience a negative return which will result in an increase in pension costs in 2009. We will continue to monitor the market conditions and assess the...

  • Page 169
    ... earned on those funds for the benefit of the class as stipulated in the Court's final order related to the class action settlement. During 2008, we substantially completed the sale of our Infrastructure Services business for net cash proceeds of $396 million, sold 100% of the stock of ETEO for...

  • Page 170
    ..., we expect to continue to return any excess cash to our shareholders through share repurchases and dividend payments. Pursuant to our share repurchase program, we may repurchase Tyco shares from time to time in open market purchases at prevailing market prices, in negotiated transactions off the...

  • Page 171
    ... cash balance decreased to $1.5 billion at September 26, 2008, as compared to $1.9 billion at September 28, 2007. This decrease in cash was primarily due to the repurchase of common shares, capital expenditures, accounts purchased from the ADT dealer network, business acquisitions and dividends paid...

  • Page 172
    ...three separate companies, per $1,000 principal amount. During the fourth quarter of fiscal year 2008, we issued 217,589 shares of Tyco common stock and obtained shares of Covidien Ltd. and Tyco Electronics in connection with the redemption of the 3.125% convertible senior debentures. Additionally in...

  • Page 173
    ... been classified as long-term on the Consolidated Balance Sheet as settlement of this debt is not expected to require the use of working capital in the next year and as the Company has both the intent and the ability to refinance this debt on a long-term basis. Interest payments consist of interest...

  • Page 174
    ... any judgments resulting from the actions subject to the agreement, which generally relate to legacy claims (including ERISA, FCPA and securities claims). The Separation and Distribution Agreement also provides that we will be responsible for 27%, Covidien 42% and Tyco Electronics 31% of payments to...

  • Page 175
    ... by Covidien, Tyco Electronics and Tyco. Legal Matters Class Actions For a discussion of contingencies related to Tyco's securities class actions, class action settlement, ERISA related litigation and Tyco litigation against former senior management, litigation related to our public debt and various...

  • Page 176
    ... 1,579 1,048 114 132 $9,010 Within ADT Worldwide, backlog increased primarily as a result of recurring revenue-in-force, which represents 12 months' fees for monitoring and maintenance services under contract in the security business. Our total account base grew 1.6% year over year to 7.2 million...

  • Page 177
    Off-Balance Sheet Arrangements Sale of Accounts Receivable Certain of Tyco's international businesses utilize the sale of accounts receivable as short-term financing mechanisms. The aggregate amount outstanding under the Company's remaining international accounts receivable programs was $65 million,...

  • Page 178
    ..., the Company is liable for contract completion and product performance. In the opinion of management, such obligations will not significantly affect the Company's financial position, results of operations or cash flows. The Company records estimated product warranty costs at the time of sale. For...

  • Page 179
    ... contracts at fair value, rather than historical cost, with changes in the fair value, whether realized or unrealized, recognized in earnings. SFAS No. 159 is effective for Tyco in the first quarter of 2009. The Company is currently assessing the impact that SFAS No. 159 will have on the results...

  • Page 180
    .... 158 requires that employers recognize the funded status of defined benefit pension and other postretirement benefit plans as a net asset or liability on the balance sheet and recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits...

  • Page 181
    ... in the prices of key raw materials, including steel and copper; • economic and political conditions in international markets, including governmental changes and restrictions on the ability to transfer capital across borders; • the ability to achieve cost savings in connection with the Company...

  • Page 182
    ... December 2006, due to required changes to the legal entity structure to facilitate the Separation, the Company determined that it would no longer consider certain intercompany foreign currency transactions to be long-term investments. As a result, the related foreign currency transaction gains and...

  • Page 183
    ... those exposures. These exposures are monitored as an integral part of our risk management program. During 2008, the Company did not hedge its exposure attributable to changes in commodity prices but may consider such strategies in the future. Item 8. Financial Statements and Supplementary Data The...

  • Page 184
    .... The following significant changes were made to our internal controls over financial reporting during 2008: • Increased number of tax accounting resources; • Enhanced policies and procedures relating to tax account reconciliation and analysis; • Conducted extensive company wide training for...

  • Page 185
    ...; • Additional training, guidance and communications to information providers regarding tax accounting requirements; • Enhanced monitoring of tax accounting submissions and tax account balances of our legal entities globally; and • Comprehensive review of our tax accounting process and close...

  • Page 186
    ... Conduct also meets the requirements of a code of business conduct and ethics under the listing standards of the New York Stock Exchange, Inc. Our Guide to Ethical Conduct is posted on our website at www.tyco.com under the heading ''Corporate Responsibility-Governance.'' We will also provide a copy...

  • Page 187
    ... Index: Exhibit Number Description 2.1 Separation and Distribution Agreement by and among Tyco International Ltd., Covidien Ltd., and Tyco Electronics Ltd., dated June 29, 2007 (Incorporated by reference to Exhibit 2.1 to Tyco International Ltd.'s current Report on Form 8-K filed on July 6, 2007...

  • Page 188
    ... Company, dated as of May 15, 2008 relating to the co-obligor's 7.0% Notes due 2019 (Incorporated by reference to Exhibit 4.4 to Tyco International Ltd.'s Current Report on Form 8-K filed on June 5, 2008). The Tyco International Ltd. Long Term Incentive Plan (formerly known as the ADT 1993 Long-Term...

  • Page 189
    ... March 25, 1999).(1) Change in Control Severance Plan for Certain U.S. Officers and Executives dated January 1, 2005 (Incorporated by reference to Exhibit 10.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on March 16, 2005).(1) Edward D. Breen Employment Contract dated July 25, 2002...

  • Page 190
    ....1 to Tyco International Ltd Current Report on Form 8-K filed on September 16, 2008). Form of terms and conditions for Option Awards, Restricted Stock Awards, Restricted Unit Awards, Performance Share Awards and Director Deferred Stock Unit Award Letter under the 2004 Stock and Incentive Plan (Filed...

  • Page 191
    ... a Massachusetts Corporation at the time (''Former Tyco''). Upon consummation of the merger, ADT (the continuing public company) changed its name to Tyco International Ltd. (''Tyco''). Former Tyco became a wholly-owned subsidiary of Tyco and changed its name to Tyco International (US) Inc. (b) See...

  • Page 192
    ... duly authorized. TYCO INTERNATIONAL LTD. By: /s/ CHRISTOPHER J. COUGHLIN Christopher J. Coughlin Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: November 19, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been...

  • Page 193
    ...* Sandra S. Wijnberg Director * Jerome B. York * Director Judith A. Reinsdorf, by signing her name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals, which have been filed as Exhibit 24.1 to this Report. By...

  • Page 194
    TYCO INTERNATIONAL LTD. Index to Consolidated Financial Information Page Management's Responsibility for Financial Statements ...Reports of Independent Registered Public Accounting Firm Consolidated Statements of Operations ...Consolidated Balance Sheets ...Consolidated Statements of Shareholders' ...

  • Page 195
    ... financial statements and related information appearing in this report. We take these responsibilities very seriously and are committed to being recognized as a leader in governance, controls, clarity and transparency of financial statements. We are committed to making honesty, integrity and...

  • Page 196
    ... REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Tyco International Ltd. We have audited the accompanying consolidated balance sheets of Tyco International Ltd. and subsidiaries (the ''Company'') as of September 26, 2008 and September 28, 2007 and the related...

  • Page 197
    ... Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan...

  • Page 198
    ... established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and...

  • Page 199
    ... and September 29, 2006 (in millions, except per share data) 2008 2007 2006 Revenue from product sales ...Service revenue ...Net revenue ...Cost of product sales ...Cost of services ...Selling, general and administrative expenses ...Class action settlement, net of insurance recoveries ...Separation...

  • Page 200
    ... sale ...Total current assets ...Property, plant and equipment, net ...Goodwill ...Intangible assets, net ...Other assets ...Total Assets ...Liabilities and Shareholders' Equity Current Liabilities: Loans payable and current maturities of long-term debt . Accounts payable ...Class action settlement...

  • Page 201
    ... translation ...Unrealized gain on marketable securities and derivative instruments, net of income taxes . . Minimum pension liability, net of income taxes . Dividends declared ...Share options exercised, including tax benefit of $23 . Repurchase of common shares by subsidiary ...Compensation...

  • Page 202
    ... of assets ...Accounts purchased from ADT dealer program Acquisition of businesses, net of cash acquired . Divestiture of businesses, net of cash retained . Class action settlement escrow ...Liquidation of rabbi trust investments ...Decrease in investments ...(Increase) decrease in restricted cash...

  • Page 203
    ... Company sold its Empresa de Transmissao do Oeste Ltda. (''ETEO'') business, Ancon Building Products (''Ancon'') business, Nippon Dry-Chemical (''NDC'') business, and a European Manufacturer of public address products and acoustic systems. Additionally, the Company substantially completed the sale...

  • Page 204
    ..., and pension and postretirement employee benefit expenses. Actual results could differ materially from these estimates. Revenue Recognition-The Company recognizes revenue principally on four types of transactions- sales of products, sales of security systems, billings for monitoring and maintenance...

  • Page 205
    ...sales for the installation of fire protection systems, large security intruder systems and other construction-related projects are recorded primarily under the percentage-of-completion method. Profits recognized on contracts in process are based upon estimated contract revenue and related total cost...

  • Page 206
    ...of new customers in its electronic security business in three asset categories: internally generated residential subscriber systems, internally generated commercial subscriber systems (collectively referred to as subscriber system assets) and customer accounts acquired through the ADT dealer program...

  • Page 207
    ... specific to customer categories and geographical areas, demand, competition, and the estimated technological life of the installed systems, are reviewed by the Company at each balance sheet date to assess the continued appropriateness of methods and estimated useful lives. The effects of the change...

  • Page 208
    ... result from purchasing residential security monitoring contracts from an external network of independent dealers who operate under the ADT dealer program. Acquired contracts and related customer relationships are recorded at their contractually determined purchase price. During the first six months...

  • Page 209
    ... accounted for prospectively. The effect of the change in estimated useful life for dealer intangibles decreased loss from continuing operations and net loss by $6 million each and increased basic and diluted earnings per share by $0.01 for 2007. Other contracts and related customer relationships...

  • Page 210
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation and Summary of Significant Accounting Policies (Continued) Environmental Costs-Tyco is subject to laws and regulations relating to protecting the environment. Tyco provides for expenses associated with ...

  • Page 211
    ...60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, ''The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles''. The Company does not expect that this standard will have a material impact on its results...

  • Page 212
    .... 158 requires that employers recognize the funded status of defined benefit pension and other postretirement benefit plans as a net asset or liability on the balance sheet and recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits...

  • Page 213
    ... its long-term strategy. During 2008, as part of the Company's portfolio refinement efforts, the Company sold its ETEO business, Ancon business, NDC business, and a European manufacturer of public address products and acoustic systems. Additionally, the Company substantially completed the sale of...

  • Page 214
    ... the funding provided by the Company through the closing date of the sale. As a result of the agreement, AECOM assumed all the risks and rewards of ownership for the UK businesses. At September 26, 2008, the necessary consents and approvals had not been obtained by the Company to transfer the legal...

  • Page 215
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Divestitures (Continued) In January 2008, the Company sold a European manufacturer of public address products and acoustic systems which was part of the Company's Fire Protection Segment and recorded an $8 million pre-tax loss ...

  • Page 216
    ... cost to sell, of certain businesses, which did not get classified as discontinued operations as they did not meet the criteria for such classification. The fair value used for the impairment assessments was primarily based on the terms and conditions included or expected to be included in the sales...

  • Page 217
    ... execution of various European restructuring activities within the ADT Worldwide and Fire Protection Services segments. Within the Flow Control, Safety Products and Electrical and Metal Products segments, the Company recognized employee severance and benefits charges, facility and other exit costs...

  • Page 218
    ... Company's 2008 restructuring reserves related to the 2007 Program is summarized as follows ($ in millions): Employee Severance and Benefits Facility Exit & Other Charges Total Balance at September 28, 2007 Charges ...Reversals ...Utilization ...Reclass/transfers ...Currency translation ...Balance...

  • Page 219
    ...26, 2008 and September 28, 2007, respectively. These balances primarily include facility exit costs for long-term non-cancelable lease obligations within the ADT Worldwide and Fire Protection Services segments, with expiration dates which range from 2008 to 2022. Restructuring Reserves Restructuring...

  • Page 220
    .... FirstService Security is a commercial security systems integrator and provides a full range of integrated security system services, including design, engineering, installation, servicing and monitoring of access control, closed-circuit television and intrusion systems. The purchase price for...

  • Page 221
    ... the acquired businesses ($ in million): Net working capital and other assets ...$ 21 Property, plant and equipment, net ...7 Goodwill ...140 Intangible assets, net ...170 Purchase price ...$338 Payments relating to the reacquisition of unfavorable franchise rights and legal settlement ...Aggregate...

  • Page 222
    ... debt. Refer to Note 10. Additionally, the Company recorded $40 million of income as a result of an increase in the receivables due from Covidien and Tyco Electronics under the Tax Sharing Agreement upon the adoption of Financial Accounting Standards Board (''FASB'') Interpretation (''FIN'') No. 48...

  • Page 223
    ... The valuation allowance benefit includes a tax impact of $70 million associated with business restructurings, which increased the Company's profitability in certain jurisdictions. Included in the nondeductible charges for 2007 is the class action settlement, net of $2.862 billion. Additionally, the...

  • Page 224
    ... The Company and its subsidiaries' income tax returns periodically are examined by various tax authorities. Tyco adopted the recognition, measurement and disclosure provisions of FIN No. 48 on September 29, 2007. As a result of this adoption, Tyco increased its reserve for uncertain tax positions by...

  • Page 225
    ... of business taxes and taxes, if any, incurred as a result of any failure of the distribution of all of the shares of Covidien or Tyco Electronics to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Code or certain internal transactions...

  • Page 226
    ... and Tyco Electronics. Other Income Tax Matters The Company and its subsidiaries' income tax returns periodically are examined by various tax authorities. In connection with these examinations, tax authorities, including the Internal Revenue Service (''IRS''), have raised issues and proposed tax...

  • Page 227
    ... relating to Tyco, Covidien and Tyco Electronics, and, as Audit Managing Party as specified in the Tax Sharing Agreement, the Company intends to vigorously defend its prior filed tax return positions. During the second quarter of 2008, the IRS issued additional RARs asserting a withholding tax...

  • Page 228
    ..., management has reviewed with tax counsel certain of the issues raised by these taxing authorities and the adequacy of these recorded amounts. If the Company's estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of...

  • Page 229
    ... be anti-dilutive. 9. Sale of Accounts Receivable Certain of Tyco's international businesses utilize the sale of accounts receivable as short-term financing mechanisms. The aggregate amount outstanding under the Company's remaining international accounts receivable programs was $65 million, $76...

  • Page 230
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10. Investments (Continued) The cost and fair market value of the Company's investments by type of security and classification in the Company's Consolidated Balance Sheets are as follows (in millions): As of September 26, 2008: ...

  • Page 231
    ... that its goodwill balance at September 26, 2008 is recoverable. In connection with the Separation, during the third quarter of 2007 Tyco reorganized into a new management and segment reporting structure. As part of these organizational changes, the Company assessed new reporting units and conducted...

  • Page 232
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. Goodwill and Intangible Assets (Continued) Australia and New Zealand Security Services business, part of the ADT Worldwide segment. As a result, the Company recognized a goodwill impairment of $46 million in the third quarter ...

  • Page 233
    ...) The changes in the carrying amount of goodwill from September 28, 2007 to September 26, 2008 was as follows ($ in millions): Fire Electrical ADT Protection Flow Safety and Metal Worldwide Services Control Products Products Total Balance, as reallocated on September 28, 2007 Purchase accounting...

  • Page 234
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. Related Party Transactions The Company has amounts due related to loans and advances issued to employees in prior years under the Company's Key Employee Loan Program, relocation programs and other advances made to executives. ...

  • Page 235
    ... employment. At that time, the Company deposited $31 million into a rabbi trust to fund premiums on the policies. In the event the investment options within the policies do not earn specified interest amounts, Tyco had guaranteed a supplemental premium payment amount to ensure a 10% annual return...

  • Page 236
    ... a long-term basis. Debt Tenders In connection with the settlement of litigation arising from the Separation related to the Company's public debt, on June 3, 2008 the Company, along with its finance subsidiary Tyco International Finance S.A. (''TIFSA''), a wholly-owned subsidiary of the Company and...

  • Page 237
    .... Together with the existing $1.25 billion five-year senior revolving credit agreement, dated as of April 25, 2007, the Company's total commitments under these facilities increased to $1.75 billion. These revolving credit facilities will be used for working capital, capital expenditures and other...

  • Page 238
    ... issued 217,589 shares of Tyco common stock and obtained shares of Covidien Ltd. and Tyco Electronics in connection with the redemption of the 3.125% convertible senior debentures. Additionally in the fourth quarter, the Company recorded a gain of $6 million upon exercise of the conversion option...

  • Page 239
    ... of the Tax Sharing Agreement. In addition, Tyco historically provided support in the form of financial and/or performance guarantees to various Covidien and Tyco Electronics operating entities. In connection with the Separation, the Company worked with the guarantee counterparties to cancel or...

  • Page 240
    ... time of sale. For further information on estimated product warranty, see Note 1. Following is a roll forward of the Company's warranty accrual for 2008 ($ in millions): Balance at September 28, 2007 ...Warranties issued during the year . Changes in estimates ...Settlements ...Currency translation...

  • Page 241
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. Guarantees (Continued) the actual number of sprinkler heads replaced. Actual results could differ from this estimate. Settlements during 2008 include cash expenditures of $49 million related to the VRP. 15. Financial ...

  • Page 242
    ... December 2006, due to required changes to the legal entity structure to facilitate the Separation, the Company determined that it would no longer consider certain intercompany foreign currency transactions to be long-term investments. As a result, the related foreign currency transaction gains and...

  • Page 243
    ... Tyco, Covidien and Tyco Electronics, the Company had previously recognized an asset for the fair value of the Covidien and Tyco Electronics shares and a liability for the related conversion option. During the fourth quarter of fiscal year 2008, the Company issued 217,589 shares of Tyco common stock...

  • Page 244
    ... any judgments resulting from the actions subject to the agreement, which generally relate to legacy claims (including ERISA, FCPA and securities claims). The Separation and Distribution Agreement also provides that we will be responsible for 27%, Covidien 42% and Tyco Electronics 31% of payments to...

  • Page 245
    ... Company and its subsidiaries' income tax returns periodically are examined by various tax authorities. See ''Other Income Tax Matters'' in note 6. Class Action Settlement and Legacy Securities Matters As a result of actions taken by certain of the Company's former senior corporate management, Tyco...

  • Page 246
    ... and Distribution Agreement, the companies shared in the liability and escrow accounts related to the class action settlement, with Tyco assuming 27%, Covidien 42% and Tyco Electronics 31% of the settlement amount. As a result, Tyco incurred a charge to expense, for which no tax benefit is available...

  • Page 247
    ... United States Department of Labor, state departments of labor, the General Service Administration and others seeking the production of voluminous documents in connection with various investigations into the Company's governance, management, operations, accounting and related controls. The Company...

  • Page 248
    ... payments were made by our subsidiaries in recent years. As previously reported, we have been informed that two subsidiaries in our Flow Control business in Italy have been named in a request for criminal charges filed by the Milan public prosecutor's office. We have reported to the U.S. Department...

  • Page 249
    ... to a particular segment will be shared equally among Tyco, Covidien and Tyco Electronics. The German Federal Cartel Office (''FCO'') charged in early 2007 that certain German subsidiaries in Tyco's Flow Control business have engaged in anti-competitive practices, in particular with regard to its...

  • Page 250
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. Retirement Plans In September 2006, the FASB issued SFAS No. 158 which requires the recognition of the funded status of defined benefit pension and other postretirement benefit plans on the Company's Consolidated Balance Sheets....

  • Page 251
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. Retirement Plans (Continued) The estimated net gain and prior service cost for non-U.S. pension benefit plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal...

  • Page 252
    ... weighting of plan assets by class and individual asset class performance expectations as provided by its external advisors. The Company's investment strategy for its pension plans is to manage the plans on a going-concern basis. Current investment policy is to achieve a superior return on assets...

  • Page 253
    ... investment for its pension funds, due to external investment management of the funds, the plans may indirectly hold Tyco stock. The aggregate amount of the shares would not be considered material relative to the total fund assets. The Company's funding policy is to make contributions in accordance...

  • Page 254
    ... chooses from a variety of measurement funds for the deemed investment of their accounts. The measurement funds correspond to a number of funds in the Company's 401(k) plans and the account balance fluctuates with the investment returns on those funds. Deferred compensation gain was $1 million, and...

  • Page 255
    ... Fair value of plan assets at beginning of year Employer contributions ...Benefits paid ...Fair value of plan assets at end of year ... Funded status ...Contributions after the measurement date ...Net amount recognized ... Amounts recognized in the Statement of Financial Position Current liabilities...

  • Page 256
    ... 28, 2007. Rights as to dividends, return of capital, redemption, conversion, voting and otherwise with respect to the preference shares may be determined by Tyco's Board of Directors on or before the time of issuance. In the event of the liquidation of the Company, the holders of any preference...

  • Page 257
    ... As a result of the one for four share split, share option exercise prices for the Tyco awards were adjusted. Generally, employee share options converted into share options of the employer with the exception of corporate employees whose awards converted into share options of all three companies. The...

  • Page 258
    ... number of common shares related to Awards made under the LTIP Plans between January 1, 2004 and March 25, 2004, the date the 2004 Plan was approved by shareholders, (or which have been awarded but will not be issued, owing to expiration, forfeiture, cancellation, return to the Company or settlement...

  • Page 259
    ...Conditions of vesting are determined at the time of grant under the 2004 Plan. Options are generally exercisable in equal annual installments over a period of three or four years and will generally expire 10 years after the date of grant. Historically, the Company's practice has been to settle stock...

  • Page 260
    ... of total unrecognized compensation cost related to non-vested options granted. The cost is expected to be recognized over a weighted-average period of 2.4 fiscal years. Employee Stock Purchase Plans Substantially all full-time employees of the Company's U.S. subsidiaries and employees of certain...

  • Page 261
    ... compensation cost related to non-vested options granted under the SAYE Plan. The cost is expected to be recognized over a period of 1.2 fiscal years. Restricted Share Awards Restricted share awards are granted subject to certain restrictions. Conditions of vesting are determined at the time...

  • Page 262
    .... However, they have the right to receive dividend equivalents. Conditions of vesting are determined at the time of grant. Under the 2004 Plan, the majority of Tyco's DSU grants vest in equal annual installments over three years. The Company has granted 1 million DSUs, the majority of which were...

  • Page 263
    ...) 15 232 Currency Translation(1) Balance at September 30, 2005 . Pretax current period change . Income tax expense ...Balance at September 29, 2006 Initial adoption of SFAS 158, pretax ...Pretax current period change Income tax expense ...Distribution of Covidien and Tyco Electronics ...$ 1,199 606...

  • Page 264
    ... new segment structure. The Company reports financial and operating information in the following five segments: • ADT Worldwide designs, sells, installs, services and monitors electronic security systems for residential, commercial, industrial and governmental customers. • Flow Control designs...

  • Page 265
    ... charge of $2.862 billion related to the class action settlement. Total assets by segment at September 26, 2008, September 28, 2007 and September 29, 2006 are as follows ($ in millions): 2008 2007 2006 Total assets: ADT Worldwide ...Flow Control ...Fire Protection Services ...Electrical and Metal...

  • Page 266
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 21. Consolidated Segment and Geographic Data (Continued) 2008 2007 2006 Capital expenditures: ADT Worldwide ...Flow Control ...Fire Protection Services ...Electrical and Metal Products Safety Products ...Corporate and Other ... ...

  • Page 267
    ... in millions): 2008 2007 Purchased materials and manufactured parts ...Work in process ...Finished goods ...Inventories ...Land ...Buildings ...Subscriber systems ...Machinery and equipment ...Property under capital leases(1) . Construction in progress ...Accumulated depreciation(2) ... $ 677 270...

  • Page 268
    ... costs. Net revenue excludes $264 million of revenue related to discontinued operations. Income from continuing operations includes restructuring and asset impairment charges, net of $53 million and a legacy legal settlement charge of $9 million, offset by a credit of $7 million for class action...

  • Page 269
    ...related to changes in valuation allowances, reserve adjustments and nondeductible costs, partially offset by favorable adjustments of approximately $48 million related to prior periods. 24. Tyco International Finance S.A. TIFSA, a wholly-owned subsidiary of the Company, has public debt securities...

  • Page 270
    ... 26, 2008 ($ in millions) Tyco International Ltd. Tyco International Finance S.A. Other Subsidiaries Consolidating Adjustments Total Net revenue ...Cost of product sales ...Cost of services ...Selling, general and administrative expenses ...Class action settlement, net of insurance recoveries...

  • Page 271
    ... 28, 2007 ($ in millions) Tyco International Ltd. Tyco International Finance S.A. Other Subsidiaries Consolidating Adjustments Total Net revenue ...Cost of product sales ...Cost of services ...Selling, general and administrative expenses ...Class action settlement, net of insurance recoveries...

  • Page 272
    ...) CONSOLIDATING STATEMENT OF OPERATIONS For the Year Ended September 29, 2006 ($ in millions) Tyco International Ltd. Tyco International Group S.A. Other Subsidiaries Consolidating Adjustments Total Net revenue ...Cost of product sales ...Cost of services ...Selling, general and administrative...

  • Page 273
    ... STATEMENTS 24. Tyco International Finance S.A. (Continued) CONSOLIDATING BALANCE SHEET As of September 26, 2008 ($ in millions) Tyco International Ltd. Tyco International Finance S.A Other Subsidiaries Consolidating Adjustments Total Assets Current Assets: Cash and cash equivalents . Accounts...

  • Page 274
    ... BALANCE SHEET As of September 28, 2007 ($ in millions) Tyco International Ltd. Tyco International Finance S.A. Other Subsidiaries Consolidating Adjustments Total Assets Current Assets: Cash and cash equivalents ...Accounts receivable, net ...Inventories ...Class action settlement escrow...

  • Page 275
    ... disposal of assets ...Accounts purchased from ADT dealer program ...Acquisition of businesses, net of cash acquired ...Divestiture of businesses, net of cash retained ...Class action settlement escrow ...Intercompany dividend from subsidiary ...Decrease in investments ...Decrease in investment in...

  • Page 276
    ...Accounts purchased from ADT dealer program ...Acquisition of businesses, net of cash acquired ...Divestiture of businesses, net of cash retained ...Class action settlement escrow ...Liquidation of rabbi trust investments ...Decrease in investments ...Decrease (increase) in investment in subsidiaries...

  • Page 277
    ... of assets ...Accounts purchased from ADT dealer program ...Acquisition of businesses, net of cash acquired ...Divestiture of businesses, net of cash retained ...Decrease (increase) in investments ...Net decrease in intercompany loans ...Decrease in restricted cash ...Other ...Net cash provided by...

  • Page 278
    ... STATEMENTS 25. Subsequent Events (Continued) On October 7, 2008, the Company granted Tyco employees 5.3 million share options with a weighted-average grant-date fair value of $7.15 per share at the date of grant. Additionally, the Company granted 1.7 million and 1.0 million restricted stock...

  • Page 279
    TYCO INTERNATIONAL LTD. SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (in millions) Balance at Beginning of Year Additions Charged to Income Divestitures and Other Balance at End of Year Description Deductions Accounts Receivable: Year Ended September 29, 2006 ...Year Ended September 28, 2007 ......

  • Page 280
    ... Executive Office tyco international ltd. 2nd Floor 90 pitts bay road pembroke hM 08, bermuda 441.292.8674 Shareholder Services registered shareholders (shares held in your own name) with questions such as change of address, lost certificates or dividend checks should contact tyco's transfer...

  • Page 281
    ... increase or decrease on reported results. 2006 ORGANIC REVENUE GROWTH 2005 net reVenueS acQuiSition / DiVeStiture ForeiGn currency orGanic reVenue GroWth 2006 net reVenueS orGanic reVenue GroWth % ( in uS$ MillionS ) aDt Worldwide Flow control Fire protection Services electrical & Metal products...

  • Page 282
    ... ) restructuring charges in cost of sales and SG&a class-action settlement, net* Separation and related costs** losses on divestitures restructuring and asset impairment charges, net Goodwill impairment tax items Voluntary replacement program OPERATING INCOME ( LOSS ) BEFORE SPECIAL ITEMS $ ( 1,732...

  • Page 283
    TYco INTerNATIoNAl lTd. 2Nd floor 90 pITTS bAY roAd pembroKe Hm 08, bermudA WWW.T Yco.com