ADT 2009 Annual Report Download

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TYCO INTERNATIONAL
2009 ANNUAL REPORT
I RELY.

Table of contents

  • Page 1
    TYCO INTERNATIONAL 2009 ANNUAL REPORT I RELY.

  • Page 2
    ...SimplexGrinnell team combines the technical excellence we need with outstanding customer service." MICHAEL MCGOVERN DEPUTY CHIEF FOR INSPECTION AND CODE ENFORCEMENT UNIVERSITY OF CONNECTICUT FIRE DEPARTMENT ON THE COVER University of Connecticut students make their way to class on the main campus.

  • Page 3
    ... years, my job is to know the systems inside and out. I am the face of SimplexGrinnell to the university and strive to deliver great customer service every day. " " We are accountable for completing projects on time, on budget and with minimal disruption to campus operations. We have worked hard to...

  • Page 4
    "I rely on our partnership with ADT to develop effective solutions that not only limit shoplifting and theft, but help us to support sales and service while protecting our assets." MIKE LAMB VICE PRESIDENT, ASSET PROTECTION THE HOME DEPOT

  • Page 5
    ..., ADT is uniquely equipped to provide customers with solutions for their diverse security needs. The company has developed source tagging applications for everything from meat in grocery stores to vitamins in drug stores. Video surveillance systems with smart cameras and special software offer...

  • Page 6
    "I rely on Sempell to provide highly engineered valves that are critical to the safety of the power plants we design and build. Tyco's strong global presence gives us a partner we can work with wherever AREVA does business around the world." DENNIS ANDREWS AREVA CORPORATE PURCHASING MANAGER-VALVES

  • Page 7
    ... of ï¬,ow management, heat management and water and wastewater management solutions, and provides advanced technology, engineering expertise, detailed knowledge of quality codes and standards, and world-class producttesting capabilities to our global customers. At the same time, we work with them to...

  • Page 8
    ... services to keep fire and life-safety systems in top working order. NEEDS MET INTRUSION SECURITY FIRE & LIFE SAFETY MONITORING ACCESS CONTROL VIDEO SURVEILLANCE & MONITORING RETAIL LOSS PREVENTION OPERATIONAL PRODUCTIVITY ADVANCED INTEGRATION INDUSTRIES SERVED RESIDENTIAL & HOME HEALTH SERVICES...

  • Page 9
    ... to customers' specifications and can help reduce installation and operational costs without sacrificing performance. NEEDS MET ACCESS CONTROL BREATHING APPARATUS FIRE DETECTION FIRE SUPPRESSION INTRUSION SECURITY MECHANICAL BUILDING SOLUTIONS NURSE CALL SYSTEMS VIDEO MONITORING INDUSTRIES...

  • Page 10
    WE ARE THE PEOPLE OF TYCO. EVERY DAY, WE HELP MAKE THE WORLD SAFER, MORE SECURE AND MORE PRODUCTIVE.

  • Page 11
    CHAIRMAN'S LETTER EDWARD D. BREEN CHAIRMAN AND CHIEF EXECUTIVE OFFICER TYCO INTERNATIONAL LTD. To Our Shareholders: In 2009, we experienced some of the weakest global economic conditions seen in decades. I was pleased with our operating performance and the results we delivered in this challenging ...

  • Page 12
    ... Asia and began to see that investment pay off as we launched new products featuring state-of-the-art technology. These innovations included a wireless electronic security control panel for two-way communications and a new emergency management system that enables site commanders to closely monitor...

  • Page 13
    ... operations. For example, our IP-enabled enterprise security and intrusion systems allow customers to manage and control video and access control technology in a single network. These integrated products offer improved performance, productivity and ease of use. And in our Fire Protection Services...

  • Page 14
    ...senior vice president of the Global Technology Services group at IBM. In addition, David Yost, chief executive officer of AmerisourceBergen, also joined our Board in 2009. I want to thank you, our shareholders, for your continued loyalty and support. We pledge to you that the values we've worked so...

  • Page 15
    ...Fax: +41 52 633 02 99 January 22, 2010 Dear Shareholder, You are cordially invited to attend the 2010 Annual General Meeting of Shareholders of Tyco International Ltd., which will be held on March 10, 2010 at 3:00 p.m., Central European Time, at the Park Hyatt Z¨ urich, Beethoven-Strasse 21, 8002...

  • Page 16

  • Page 17
    ... common shares are represented at the meeting. Tyco shareholders of record who attend the meeting may vote their common shares personally, even though they have sent in proxies. By Order of the Board of Directors, 16JAN200911072691 Judith A. Reinsdorf Executive Vice President and General Counsel...

  • Page 18

  • Page 19
    ...year 2009 results ...Approval of the payment of a dividend in the form of a capital reduction ...PROPOSAL NUMBER SIX-APPROVAL OF AMENDMENT TO ARTICLES OF ASSOCIATION ...GOVERNANCE OF THE COMPANY ...Our Corporate Governance Principles ...Board of Directors ...Director Independence ...Director Service...

  • Page 20
    ...Fiscal 2009 Summary ...Compensation Committee Actions in Fiscal 2009 ...Process Overview ...Elements of Compensation ...Tax Deductibility of Executive Compensation ...Change in Control and Severance Benefits ...Pay Recoupment Policy ...Stock Ownership Guidelines ...Compensation and Human Resources...

  • Page 21
    ...Proxy Statement contains information about the items being voted on at the Annual General Meeting and important information about Tyco. Tyco's 2009 Annual Report to Shareholders, which includes Tyco's parent company financial statements and consolidated financial statements for the fiscal year ended...

  • Page 22
    ... need to be a shareholder), or to vote in person at the Annual General Meeting. We have enclosed a proxy card for you to use in which you can elect to appoint Company officers or the independent proxy as your proxy. Beneficial Owner If your shares are held in a stock brokerage account or by a bank...

  • Page 23
    ... Meeting: If you are planning to attend the Annual General Meeting and wish to vote your common shares in person, we will give you a ballot at the meeting. 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...

  • Page 24
    ... and Annual Report will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, but not the record holder, of Tyco's common shares, your...

  • Page 25
    ... (in person or by proxy) at the Annual General Meeting, not counting the votes of any member of the Company's Board of Directors or any executive officer of the Company or any votes represented by the Company. • Election of the Board of Directors. The election of each director nominee requires the...

  • Page 26
    ... Solutions will act as the inspector of election and will tabulate the votes. Important notice regarding the availability of proxy materials for the shareholder meeting to be held on March 10, 2010: Our proxy statement for the 2010 Annual General Meeting, form of proxy card and 2009 Annual Report...

  • Page 27
    ... holding shares as a shareholder of record and as a beneficial owner?'', ''How do I vote by proxy given to a company officer?'', ''How do I appoint and vote via an independent proxy?'' and ''How do I attend the Annual General Meeting?'' Shareholders who purchase our shares and, upon application...

  • Page 28
    ...Code of Obligations are kindly asked to inform the Company of the number of the shares they represent as soon as possible, but no later than March 10, 2010, 2:00 p.m. Central European time at the Registered Shareholders check-in area. Tyco Annual Report The Tyco International Ltd. 2009 Annual Report...

  • Page 29
    ... 2009 Annual Report and this proxy statement are available on the Internet in the Investor Relations section of Tyco's website at www.tyco.com. Deloitte AG (Z¨ urich), as the Company's statutory auditor, has issued an unqualified recommendation to the Annual General Meeting that Tyco International...

  • Page 30
    ... activities during the year ended September 25, 2009. This discharge excludes liability claims brought by the Company or shareholders against the members of the Board of Directors for activities carried out during the year ended September 25, 2009 relating to facts that have not been disclosed to...

  • Page 31
    ... Executive Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to December 1997, President of General Instrument's Broadband Networks Group. Mr. Breen also serves as a director of Comcast Corporation and is a member of the Advisory Board of New Mountain Capital...

  • Page 32
    ... of The Conference Board, and a senior advisor of New Mountain Capital LLC. Mr. Gupta is the Chair of the Company's Compensation and Human Resources Committee. John A. Krol-Mr. Krol, age 73, joined our Board in August 2002. Mr. Krol served as the Chairman and Chief Executive Officer of E.I. du Pont...

  • Page 33
    ... services, and was general manager of several sales and services businesses, including IBM's Sales and Distribution operations in the United States, Canada and Latin America, its Global Services team in the Asia Pacific region, Product Support Services, Availability Services, and Systems Solutions...

  • Page 34
    ...), Two World Financial Center, New York, NY 10281-1414, an affiliate of Deloitte AG (Z¨ urich), as Tyco's independent registered public accounting firm for purposes of United States securities law reporting for the year ending September 24, 2010. The Audit Committee is responsible for the annual...

  • Page 35
    ... is not impaired. The policy provides that the Corporate Controller will support the Audit Committee by providing a list of proposed services to the Committee, monitoring the services and fees pre-approved by the Committee, providing periodic reports to the Audit Committee with respect to pre...

  • Page 36
    ... of $0.84 per share. Payment of the dividend will be made in four quarterly installments at such times through our next annual general meeting as determined by our Board of Directors. We expect these amounts to be payable on the same schedule as quarterly payments on our shares were made in the...

  • Page 37
    ... be increased by corresponding par value reductions on shares issued from authorized share capital or conditional share capital after the general meeting until registration of the last partial reduction in the Commercial Register. The board of directors is authorized to determine the application...

  • Page 38
    ...(4) through the issue from time to time of a maximum of 47,929,510(1)(2)(3)(4) registered shares, payable in full, each with a nominal value of CHF 7.39(1) / 7.18(2) / 6.97(3) / 6.75(4), in connection with the exercise of option rights granted to any employee of the Company or a subsidiary, and any...

  • Page 39
    ... at the time of such election (the number of available positions to be determined by the General Meeting of Shareholders within the framework of Article 19 of these Articles of Association), the members of the Board of Directors shall be elected by a plurality of votes cast (meaning the candidate...

  • Page 40
    ... 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 strategic direction and priorities. While Tyco's strategy...

  • Page 41
    ...and also ensures that management adopts and implements procedures designed to promote both legal compliance and the highest standards of honesty, integrity and ethics throughout the organization. Governance Principles: How the Board Oversees the Company Active Board: of management. The Directors are...

  • Page 42
    ... Board requires that senior management review major actions and initiatives with the Board prior to implementation. The Company believes the positions of Chairman and Chief Executive Officer should currently be held by the same person. The Company has adopted a counterbalancing governance structure...

  • Page 43
    ... 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 44
    ... to in a timely manner. The Board also reviews non-trivial shareholder communications received by management through the Corporate Secretary's Office or Investor Relations. Board Contact with Operations and Management Members of the Board perform site visits to Company operational sites as part of...

  • Page 45
    ... our current Directors hold the minimum amount of three times the annual retainer. Mr. Yost joined the Board in 2009 and is expected to reach the required stock ownership level on or before the 2011 Annual General Meeting of shareholders. Mr. Breen receives no additional compensation for service as...

  • Page 46
    ... family member work 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...

  • Page 47
    .... 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 a publicly traded company are required to limit their external...

  • Page 48
    ... responsibilities required in these roles. In addition, any member of a special committee of the Board receives meeting fees in an amount up to $1,500 per day for each special committee meeting that he or she attends. No such fees were paid in fiscal 2009. A Director who is also an employee receives...

  • Page 49
    ..., Directors receive an annual equity grant worth approximately $120,000. Director Yost received an annual grant of RSUs worth approximately $120,000 when he joined the Board in March 2009, and the amount in this column represents the expense recognized in the Company's audited financial statements...

  • Page 50
    ... in fiscal 2009. The Board's governance principles provide that Board members are expected to attend each Annual General Meeting. At the 2009 Annual General Meeting, all of the current Board members were in attendance. Audit Committee. The Audit Committee monitors the integrity of Tyco's financial...

  • Page 51
    ..., corporate governance and global markets. When the Committee reviews a potential new candidate, the Committee looks specifically at the candidate's qualifications in light of the needs of the Board and the Company at that time, given the then-current mix of Director attributes. General criteria...

  • Page 52
    ... Board as a group maintain the requisite qualifications under NYSE listing standards for populating the Audit, Compensation and Nominating and Governance Committees. In addition, the Committee ensures that each member of the Compensation and Human Resources Committee is a ''Non-Employee'' Director...

  • Page 53
    ... of International Fire (Fire Protection Services) in October 2009. Prior to joining Tyco in 2006, Mr. Oliver served in operational roles of increasing responsibility at several General Electric divisions, most recently as President and Chief Executive Officer of GE Water and Process Technologies...

  • Page 54
    ...company, Case Corp., including Senior Vice President, Corporate Development, and General Tax Counsel from December 1989 to August 2000. Arun Nayar-Mr. Nayar, age 59, has been our Senior Vice President and Treasurer since March 2008 and the Chief Financial Officer of ADT Worldwide since December 2009...

  • Page 55
    ... BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the number of shares of common stock beneficially owned as of December 31, 2009 by each current Director, nominee for Director, executive officer named in the Summary Compensation Table under ''Executive Officer Compensation'' and the...

  • Page 56
    ... 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 December 31, 2009 Capital World Investors ...333 South Hope...

  • Page 57
    ... long-term incentives, and cash and equity-based pay; and (v) recognize and support outstanding individual performance and behaviors that demonstrate our core values- Integrity, Excellence, Teamwork and Accountability. Fiscal 2009 Summary Overall, fiscal 2009 was a challenging year for the Company...

  • Page 58
    ... his employment agreement for New York City/State tax gross-up payments for compensation that is awarded to him after January 1, 2009. The Compensation Committee also negotiated the phase-down of severance and change in control benefits payable to Mr. Breen under his employment contract executed in...

  • Page 59
    ... group in fiscal 2009. Summary statistical information about general industry practices (excepting those of financial service companies) is a second source of executive compensation market data for the Committee. The Company's talent strategy calls for both the development of internal leadership and...

  • Page 60
    ... 2009 for our named executive officers. The information summarized consists of each named executive officer's base salary and target bonus opportunity during the fiscal year; the grant date fair value of stock options and performance share units; the value of Mr. Breen's change in pension benefits...

  • Page 61
    ...Senior Officers are managed by reference to Career Bands, and are reviewed annually by both the Compensation Committee and the Board. During fiscal 2009, the Company implemented a number of measures to contain costs, including a salary freeze for many employees. As a result, no salary increases were...

  • Page 62
    ...the table below. Fiscal 2009 Annual Incentive Compensation Design Summary Performance Measure Weights Performance Target Actual Performance Messrs. Breen, Coughlin, and Evard • Earnings per Share from continuing operations before special items (''EPS'') • Adjusted Free Cash Flow (''Adjusted FCF...

  • Page 63
    ... currency translation, and, at the business segment level, transfers of businesses between segments and/or corporate. Working capital days are generally calculated by dividing annualized average working capital by revenue of the applicable unit. The attrition rate at ADT Worldwide is generally...

  • Page 64
    ... and target bonus payments set by the annual incentive plan for fiscal 2009, and the actual bonus payments that each of our named executive officers received under the plan. These amounts are reported in the ''Non-Equity Incentive Plan Compensation'' column of the ''Summary Compensation'' table...

  • Page 65
    ... the officer's total 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 2009 Annual...

  • Page 66
    ... insurance, 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...

  • Page 67
    ...or Board without management representatives. In general, the independent compensation consultant develops pay strategies and recommendations relating to the Chief Executive Officer, which the consultant provides to the Compensation Committee. The Compensation Committee and the consultant then review...

  • Page 68
    ... members of the Board. With respect to the Company's other Senior Officers and employees, it is the Chief Executive Officer and the Senior Vice President, Human Resources and Internal Communications, who develop the pay strategies and recommendations, which the Compensation Committee then reviews...

  • Page 69
    ... does not commence employment with another company during the severance period. The executive will also be entitled to a cash payment equal to the projected value of the employer portion of medical and dental benefit premiums for an additional 12 month period N/A. Pension benefits consisting of...

  • Page 70
    ... units are forfeited unless the executive is retirement eligible, in which case all or a portion of the shares which vest remain subject to performance criteria At Company's discretion for up to 12 months Prohibited from soliciting customers and employees of Tyco for two years from the date of...

  • Page 71
    ... of the date of any change in control. For the other named executive officers, the Severance Plan generally defines ''Cause'' as an executive's (i) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Company; (ii) violation of any fiduciary...

  • Page 72
    ... and 2.99 times base salary and 2.99 times annual target bonus for the other named executive officers Yes 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...

  • Page 73
    ... to terminate 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) a material violation of any fiduciary duty owed to the Company; (ii) conviction of...

  • Page 74
    ... two times base salary to 10 times base salary (in the case of our Chief Executive Officer). Tyco shares that count towards meeting the stock ownership requirement include restricted stock, RSUs, DSUs, performance share units, shares acquired through our 401(k) plan or the Employee Stock Purchase...

  • Page 75
    ... accumulated holdings. All of the named executive officers remained in compliance with the stock ownership guidelines in fiscal 2009. Compensation and Human Resources Committee Report on Executive Compensation The Compensation Committee has reviewed and discussed with management this Compensation...

  • Page 76
    ... Products and Electrical & Metal Products; Naren K. Gursahaney, President, ADT Worldwide, and John E. Evard, Jr., Senior Vice President and Chief Tax Officer. Salary and bonus include amounts that may be deferred at the named executive officer's election. Summary Compensation Table Change in Pension...

  • Page 77
    ... (i) for each named executive officer represent cash perquisites, insurance premiums paid by the Company for the benefit of the officer (and, in some cases, the officer's spouse), costs related to personal use of Company aircraft, tax gross-up payments, Company contributions to 401(k) plans and non...

  • Page 78
    ... 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 for fiscal 2009 is an estimate, pending receipt of the relevant personal state tax return...

  • Page 79
    ... $ 622,808 (1) (2) 2010 Proxy Statement (3) Amounts reported in columns (c) through (e) represent potential annual performance bonuses that the named executive officers could have earned under the Company's annual incentive plan for fiscal 2009. The Board approved a maximum bonus payout of 0.50...

  • Page 80
    ... grant of equity in fiscal 2009. The award for Senior Officers consisted of stock options and performance share units. When the Company grants stock options, the exercise price equals the fair market value of our common stock on the date of grant. Stock options generally vest in equal installments...

  • Page 81
    ...named executive officers, all equity awards that were outstanding as of September 25, 2009. Dollar amounts are based on the NYSE closing price of $33.98 for the Company's common stock on September 25, 2009. Option Awards Stock Awards Equity Incentive Equity Incentive Plan Awards: Plan Awards: Market...

  • Page 82
    ...in columns (f) and (g) reflect, for each named executive officer, the number and market value of RSUs which had been granted as of September 25, 2009, but which remained subject to additional vesting requirements. The officer's continued employment with the Company. Scheduled vesting of all RSUs for...

  • Page 83
    ...any consecutive 36 month period within the 60-month period prior to his termination of employment. Final average earnings are reduced by benefits from any defined benefit pension plans maintained by the Company or its affiliates, by benefits from any other defined benefit pension plans maintained by...

  • Page 84
    ...to Internal Revenue Code Section 409A). (2) The amount in column (d) is calculated as the discounted present value of normal retirement benefits earned as of September 25, 2009, payable as a lump sum at ''Normal Retirement Date'' (without regard to projected service, projected salary increases, pre...

  • Page 85
    ... 25, 2009. The amounts shown are based on Tyco's closing NYSE share price of $33.98 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...

  • Page 86
    ... the life insurance benefit for each of the named executive officers upon the death of the executive. In the event of a change in control, Mr. Breen's employment agreement provides for a full gross-up of any federal excise tax that might be due under Section 4999 of the Internal Revenue Code. No...

  • Page 87
    ... 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 88
    ... in Tyco's Annual Report on Form 10-K for the fiscal year ended September 25, 2009 filed with the Securities and Exchange Commission and that such report, together with the audited statutory financial statements of Tyco International Ltd. be included in Tyco's annual report to shareholders for...

  • Page 89
    ... Commission Reports Copies of our Annual Report on Form 10-K for the fiscal year ended September 25, 2009, 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 90

  • Page 91
    ...of common shares outstanding as of November 6, 2009 was 474,672,165. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's proxy statement filed within 120 days of the close of the registrant's fiscal year in connection with the registrant's 2010 annual general meeting of shareholders are...

  • Page 92
    ..., Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accountant Fees and Services ...71...

  • Page 93
    ..., 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 and Other...

  • Page 94
    ...was triggered. Our other solutions include: access control systems for sensitive areas such as offices or banks; video surveillance systems designed to deter theft and fraud and help protect employees and customers; and asset protection and security management systems designed to monitor and protect...

  • Page 95
    ... comprehensive solutions to customers that fully integrate security and fire offerings into comprehensive IT networks, business operations and management tools, and process automation and control systems. Flow Control Our Flow Control segment designs, manufactures, sells and services valves, pipes...

  • Page 96
    .... Fire Protection Services Our Fire Protection Services segment designs, sells, installs and services fire detection and fire suppression systems for commercial enterprises, governmental entities, airports, commercial shipping companies, fire departments, transportation systems, healthcare owners...

  • Page 97
    ... building codes in order to be applied to any new homes being built in that area. The timing of adoption will vary by state / district. Fire Protection Services also continues to focus on system maintenance and inspection, which have become increasingly significant parts of its business. Customers...

  • Page 98
    ... 5% are sold to smaller contractors and homeowners through big-box home improvement retailers. Distribution-based sales account for 75% of the total revenue for Electrical and Metal Products segment. The other major customer segment, representing approximately 25% of revenue, is the OEM market. The...

  • Page 99
    ...applications, access control solutions for mid-size applications, alarm management panels, door controllers, readers, keypads and cards. Its global video system solutions include: digital video management systems, matrix switchers and controllers, digital multiplexers, programmable cameras, monitors...

  • Page 100
    ... systems for surveillance and control of public transportation and other public works; fire protection sprinklers and related systems and products; structural and electrical tubing and conduit; building structural members, panels and related fixtures; concrete reinforcing products; fire-rated...

  • Page 101
    ... U.S. Environmental Protection Agency and from state environmental agencies that conditions at a number of sites where we and others disposed of hazardous substances require cleanup and other possible remedial action and may require that we reimburse the government or otherwise pay for the cost of...

  • Page 102
    ...or works councils and we believe that our relations with the labor unions are generally good. Available Information Tyco is required to file annual, quarterly and special reports, proxy statements and other information with the SEC. Investors may read and copy any document that Tyco files, including...

  • Page 103
    ... divert resources from other potential investments in our businesses, and they may not lead to the development of new technologies, products or services on a timely basis or that meet the needs of our customers as fully as competitive offerings. In addition, the markets for our products and services...

  • Page 104
    ...us to change the estimated useful lives of assets related to our security monitoring customers, increasing our depreciation and amortization expense. Attrition rates for customers in our ADT Worldwide business increased over the prior year to an average of 13.4% on a trailing 12-month basis for 2009...

  • Page 105
    ... in our Electrical and Metal Products segment, where declining copper and steel prices, along with volume declines, negatively affected our margins in 2009. We monitor these exposures as an integral part of our overall risk management program. In some cases, we enter into hedge contracts to insulate...

  • Page 106
    ... 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 107
    .... 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 108
    ... our internal control policies and procedures always will protect us from reckless or criminal acts committed by our employees or agents. Furthermore, we have been subject to investigations by the DOJ and the SEC related to allegations that improper payments have been made by our subsidiaries and...

  • Page 109
    ... States Environmental Protection Agency and from state environmental agencies, that conditions at a number of sites where we and others disposed of hazardous substances require cleanup and other possible remedial action and may require that we reimburse the government or otherwise pay for the cost...

  • Page 110
    ... we access credit markets for general corporate purposes, which may include repayment of indebtedness, acquisitions, additions to working capital, repurchase of common shares, capital expenditures and investments in the Company's subsidiaries. Although we believe we have sufficient liquidity to meet...

  • Page 111
    ... and/or cost to us of refinancing our indebtedness. Risks Relating to Tax Matters 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...

  • Page 112
    ... be legally liable under applicable tax law for such liabilities and required to make additional tax payments. Accordingly, under certain circumstances, we may be obligated to pay amounts in excess of our agreed-upon share of our, Covidien's and Tyco Electronics' tax liabilities. If the distribution...

  • Page 113
    ... be stated in Swiss francs, to avoid adverse tax consequences. Any currency fluctuations between the U.S. dollar and Swiss francs will affect the dollar value of the dividends Tyco pays. Under Swiss law, payments that are made to shareholders in the form of a return of registered share capital do...

  • Page 114
    ... leased. These facilities house manufacturing, distribution and warehousing operations, 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...

  • Page 115
    ... Statements for a description of our Tax Sharing Agreement. Class Action Settlement and Legacy Securities Matters As previously reported, Tyco, and some members of the Company's former senior corporate management were named as defendants in a number of lawsuits alleging violations of the disclosure...

  • Page 116
    ...had opted-out of the class action settlement as well as plaintiffs who had brought Employee Retirement Income Security Act (''ERISA'') related claims for a total of $271 million. Pursuant to the Separation and Distribution Agreement, the Company's share of the settlement amount was approximately $73...

  • Page 117
    ... 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 adjustments. We are reviewing and...

  • Page 118
    ...Any judgment required to be paid or settlement or other cost incurred by the Company in connection with the FCPA investigations would be subject to the liability sharing provisions of the Separation and Distribution Agreement, which assigned liabilities primarily related to the former Healthcare and...

  • Page 119
    ... 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, including a class action lawsuit filed...

  • Page 120
    ... the U.S. dollar/Swiss franc exchange rate shortly before the payment dates. Prior to the Change of Domicile, on December 4, 2008, Tyco's Board of Directors declared a quarterly dividend on the Company's common shares of $0.20 per share, which was paid on February 2, 2009 to shareholders of record...

  • Page 121
    ..., which also may be made free of Swiss withholding taxes. We expect to obtain shareholder approval of an annual dividend amount each year at our annual general meeting, and we expect to distribute the approved dividend amount in four quarterly installments, the timing of which will be determined by...

  • Page 122
    ... 2007 S&P 500 Index 2008 2009 S&P 500 Industrials Index Dow Jones U.S. Industrials Index 5JAN201013374485 Total Return To Shareholders (Includes reinvestment of dividends) Annual Return Percentage Years Ended 9/06 9/07 9/08 Company/Index 9/05 9/09 Tyco International Ltd...S&P 500 Index...

  • Page 123
    ... Plan. The LTIP allows for the grant of stock options and other equity or equity-based grants to Board members, officers and non-officer employees. Amount shown includes 3,356,003 shares to be issued upon exercise of options, and 867,458 DSU grants and dividend equivalents earned on each DSU account...

  • Page 124
    ... payments equivalent to dividends declared on Tyco common shares; and (v) other stock-based awards as determined by the Compensation and Human Resources Committee (''Committee''). The exercise price of options and stock appreciation rights would generally be fair market value on the date of grant...

  • Page 125
    ...to a new management and segment reporting structure, restructuring, asset impairment and divestiture charges, net of $198 million, $120 million of incremental stock option charges for share-based payment transactions, a $259 million loss related to the early retirement of debt and $95 million of tax...

  • Page 126
    ... date for pension and postretirement benefit plans. See Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for a further discussion of the Company's dividend policy and 2009 quarterly dividends. Cash dividends per share for the...

  • Page 127
    ... 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 and governmental customers. • Flow Control designs...

  • Page 128
    ...the Company concluded that its EMEA Security and EMEA Fire reporting units within the ADT Worldwide and Fire Protection Services segments, respectively, Electrical and Metal Products reporting unit within the Electrical and Metal Products segment and Access Control and Video Systems (''ACVS''), Life...

  • Page 129
    ...part due to changes in foreign currency exchange rates, which negatively affected 2009 by $1.5 billion. The remaining decrease in revenue was driven primarily by lower volume of steel products in our Electrical and Metal Products segment and weakness in the commercial markets, including the retailer...

  • Page 130
    ... $64 million relating to assets at our ADT Worldwide and Safety Products segments for 2009. Additionally, lower volumes primarily in our Electrical and Metal Products and Safety Products segments negatively impacted operating income. In addition, 2009 included legacy legal settlement charges of $125...

  • Page 131
    ...and Asia. Systems installation and service revenue declined 15.3% partially due to a result of changes in foreign currency exchange rates, which unfavorably impacted system installation and service revenue by 8.3%, and lower sales volume due to continued weakness in the commercial markets, including...

  • Page 132
    ... as a result of foreign currency exchange rates which had a favorable impact of $142 million. This increase was partially offset by a decline in systems installation and service revenue due to weakness in the retailer end market as well as commercial softness primarily in the United Kingdom. The...

  • Page 133
    ... impact of changes in foreign currency exchange rates of $462 million. Revenue also decreased due to reduced volume in the water business and reduced project activity in the energy end market of the thermal controls business. The decrease in revenue was partially offset by an increase in the...

  • Page 134
    ... changes in foreign currency exchange rates of $294 million. Additionally, revenue declined due to the continued weakness in the commercial market and current adverse global economic conditions. Revenue from product sales includes sales and installation of fire protection and other systems. Service...

  • Page 135
    ... 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 operating...

  • Page 136
    ... market. The decrease in the life safety business was primarily due to reduced municipal spending. The electronic security business decrease was primarily due to the slow down in the retail sector, as retail capital projects and new store openings were canceled or delayed. Operating income decreased...

  • Page 137
    ...of $10 million for class action settlement recoveries. The remaining decrease in corporate expense is primarily related to cost reduction initiatives and the restructuring program. Legal Settlements In the first half of fiscal 2009, the Company settled a number of legal matters stemming from alleged...

  • Page 138
    ... of interest on funds held in escrow related to the class action settlement liability, and increased costs related to our bridge loan and revolving credit facilities. The weighted-average interest rate on total debt outstanding as of September 25, 2009, September 26, 2008 and September 28, 2007...

  • Page 139
    ... tax rate for 2007 is not meaningful primarily as a result of the class action settlement charge, net of $2.862 billion and the loss on early extinguishment of debt of $259 million for which no tax benefit is available. Additionally, taxes for 2007 were negatively impacted by tax costs related...

  • Page 140
    ... and we will pursue divestiture of businesses that do not align with our long-term strategy. Held for Sale and Reflected as Continuing Operations During the fourth quarter of 2009, we approved a plan to sell a business in our ADT Worldwide segment. This business has been classified as held for...

  • Page 141
    ...January 2008, we sold a European manufacturer of public address products and acoustic systems, which was part of our Fire Protection Services segment and recorded an $8 million pre-tax loss on sale. The loss was recorded in income from discontinued operations, net of income taxes in our Consolidated...

  • Page 142
    ... 2007, we incurred pre-tax separation costs related primarily to professional services and employee-related costs of $154 million and $289 million, respectively, in discontinued operations. Additionally, the year ended September 28, 2007 includes tax charges related to the Separation primarily for...

  • Page 143
    ... costs directly related to the customer acquisition and system installation. Subscriber system assets and any deferred revenue resulting from the customer acquisition are accounted for over the expected life of the subscriber. In certain geographical areas where the Company has a large number...

  • Page 144
    ...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 145
    .... The discount rate represents the market rate for high-quality fixed income investments and is used to calculate the present value of the expected future cash flows for benefit obligations under our pension plans. A decrease in the discount rate increases the present value of 2009 Financials 53

  • Page 146
    pension benefit obligations. A 25 basis point decrease in the discount rate would increase our present value of pension obligations by approximately $77 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 147
    ...decrease in accounts payable and a $148 million decrease in income taxes, net. During 2009, we completed the sale of all of our remaining Infrastructure Services businesses for net cash proceeds of $66 million. We continue to fund capital expenditures to grow our business, improve the cost structure...

  • Page 148
    ... funds for the benefit of the class as stipulated in the Court's final order related to the class action settlement. We will continue to divest businesses that do not align with our overall strategy. We expect to use the proceeds from these sales, as well as the cash generated by our operations, to...

  • Page 149
    ... credit facilities may be used for working capital, capital expenditures and other corporate purposes. As of September 25, 2009, there were no amounts drawn under these facilities, although we had dedicated $200 million of availability to backstop outstanding commercial paper. As discussed above, we...

  • Page 150
    ..., 2008: Long-Term Debt Ratings 2009 2008 Moody's ...Standard & Poor's ...Fitch ... Baa1 BBB+ BBB+ Baa1 BBB+ BBB+ Short-Term Debt Ratings 2009 2008 Moody's ...Standard & Poor's ...Fitch ... P-2 A-2 F2 P-2 A-2 F2 The security ratings set forth above are not a recommendation to buy, sell or hold...

  • Page 151
    ... million of short-term commercial paper as long-term as settlement of the amount outstanding was not expected to require the use of working capital in the next twelve months as we had both the intent and the ability to refinance this debt on a long-term basis. As of September 25, 2009, we had total...

  • Page 152
    ... of the increase in the account base discussed above partially offset by unfavorable changes in foreign currency exchange rates. Recurring revenue-in-force represents 12 months' fees for monitoring and maintenance services under contract in the security business. Flow Control's backlog decreased by...

  • Page 153
    ... exchange rates of $15 million and decreased bookings of $130 million. 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...

  • Page 154
    ... received up to August 31, 2007. Settlements during 2009, 2008 and 2007 include cash expenditures of $33 million, $49 million and $38 million, respectively, related to the VRP. The Company believes the remaining liability represents our best estimate of the cost required to complete the VRP as of...

  • Page 155
    ... and insurance contracts at fair value, rather than historical cost, with changes in the fair value, whether realized or unrealized, recognized in earnings. The guidance became effective for the Company in the first quarter of 2009 at which time the Company did not elect the fair value option for...

  • Page 156
    ... 2008, the FASB issued authoritative guidance for employers' disclosures about postretirement benefit plan assets. The guidance requires additional disclosures about plan assets related to an employer's defined benefit pension or other post-retirement plans to enable investors to 64 2009 Financials

  • Page 157
    ...,'' ''project'' and similar expressions are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in press releases, written statements or other documents filed with the Securities and Exchange Commission (''SEC''), or in Tyco's communications...

  • Page 158
    ...in which Tyco competes; • changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations); • results and consequences of Tyco's internal investigation and governmental investigations concerning the Company's governance, management, internal controls and...

  • Page 159
    ... Tyco changed its jurisdiction of incorporation from Bermuda to Switzerland. Until January 1, 2011 Tyco intends to make dividend payments in the form of a reduction of capital denominated in Swiss francs. However, the Company expects to actually pay dividends in U.S. dollars, based on exchange rates...

  • Page 160
    ..., enter into hedging contracts to manage those exposures. These exposures are monitored as an integral part of our risk management program. During 2009, the Company did not hedge its exposure attributable to changes in commodity prices but may consider such strategies in the future. Item...

  • Page 161
    ... quarter of 2009, management conducted extensive assessments of the effectiveness of the tax accounting and control procedures. After reviewing the results of these assessments, management concluded that internal controls relating to accounting for income taxes are designed and operating effectively...

  • Page 162
    ... internal control, information systems and process improvements have been implemented in our tax accounting processes to enhance effectiveness and sustainability including: • Increased number of tax accounting resources; • Enhanced policies and procedures relating to tax account reconciliation...

  • Page 163
    ... employees. Our Guide to Ethical 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 Citizenship-Governance...

  • Page 164
    ... by reference to Exhibit 3.2 of Tyco International Ltd.'s Current Report on Form 8-K filed on March 17, 2009). Form of Indenture, dated as of June 9, 1998, among Tyco International Group S.A., Tyco and Wilmington Trust Company as successor to The Bank of New York, as trustee (Incorporated by...

  • Page 165
    ... Company Americas, as trustee relating to the issuer's 4.125% notes due 2014 (Incorporated by reference to Exhibit 4.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on October 5, 2009). The Tyco International Ltd. Long Term Incentive Plan (formerly known as the ADT 1993 Long-Term...

  • Page 166
    ... Plan for Certain U.S. Officers and Executives dated January 1, 2005, as amended (Incorporated by reference to Exhibit 10.3 to Tyco International Ltd.'s Quarterly Report on Form 10-Q for the quarterly period ended March 27, 2009 filed on April 30, 2009).(1) Edward D. Breen Employment Contract...

  • Page 167
    ... Share Awards granted to Christopher Coughlin under the 2004 Stock and Incentive Plan (Incorporated by reference to Exhibit 10.7 to Tyco International Ltd.'s Current Report on Form 8-K filed on October 5, 2009).(1) Tyco International (US) Inc. Severance Plan for U.S. Officers and Executives Plan...

  • Page 168
    ...(2) Management contract or compensatory plan. In July 1997, a wholly-owned subsidiary of what was formerly called ADT Limited (''ADT'') merged with Tyco International Ltd., a Massachusetts Corporation at the time (''Former Tyco''). Upon consummation of the merger, ADT (the continuing public company...

  • Page 169
    ... report to be signed on its behalf by the undersigned, thereunto 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 16, 2009 Pursuant to the requirements...

  • Page 170
    ... * Jerome B. York Director * R. David Yost * 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 171
    TYCO INTERNATIONAL LTD. Index to Consolidated Financial Statements 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 172
    .... We take full responsibility for meeting this objective. We maintain appropriate accounting standards and disclosure controls and devote our full commitment and the necessary resources to these items. Dedication to Governance, Controls and Financial Reporting Throughout 2009, we continued to...

  • Page 173
    ..., in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of September 25, 2009, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring...

  • Page 174
    ... the Board of Directors and Shareholders of Tyco International Ltd.: We have audited the internal control over financial reporting of Tyco International Ltd. and subsidiaries (the ''Company'') as of September 25, 2009, based on criteria established in Internal Control- Integrated Framework issued by...

  • Page 175
    ...28, 2007 (in millions, except per share data) 2009 2008 2007 Revenue from product sales ...Service revenue ...Net revenue ...Cost of product sales ...Cost of services ...Selling, general and administrative expenses ...Class action settlement, net ...Separation costs ...Goodwill and intangible asset...

  • Page 176
    ...60 par value, 814,801,671 shares authorized; 479,346,720 shares outstanding as of September 25, 2009; $0.80 par value, 1,000,000,000 shares authorized; 477,667,844 shares issued, net of 21,952,786 shares owned by subsidiaries as of September 26, 2008 ...Common shares held in treasury, 5,182,984 and...

  • Page 177
    ... loss ...Dividends declared ...Share options exercised, including tax expense of $23 ...Repurchase of common shares by subsidiary ...Compensation expense ...Exchange of convertible debt ...Distribution of Covidien and Tyco Electronics . . Cumulative effect of adopting a new accounting principle...

  • Page 178
    ... ...Dividends declared (see Note 17) ...Shares issued from treasury for vesting of share-based equity awards and other related tax effects ...Repurchase of common shares by subsidiary ...Compensation expense ...Cumulative effect of adopting a new accounting principle, net of income tax benefit of...

  • Page 179
    ... 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 180
    ... distribution date, the Company, as approved by its Board of Directors, effected a reverse stock split of Tyco's common shares, at a split ratio of 1-for-4. Shareholder approval for the reverse stock split was obtained at the March 8, 2007 Special General Meeting of Shareholders. Share and per share...

  • Page 181
    ... the customer is contingent upon the delivery of monitoring and maintenance services. For transactions in which the Company retains ownership of the subscriber system asset fees for monitoring and maintenance services are recognized on a straight-line basis over the contract term. 2009 Financials...

  • Page 182
    .... Customer billings for services not yet rendered are deferred and recognized as revenue as the services are rendered and the associated deferred revenue is included in current liabilities or long-term liabilities, as appropriate. Contract sales for the installation of fire protection systems...

  • Page 183
    ... Company pays property taxes on the subscriber system assets and upon customer termination, may retrieve such assets. These assets embody a probable future economic benefit as they generate future monitoring revenue for the Company. Costs related to the subscriber system equipment and installation...

  • Page 184
    ... from the customer acquisition are accounted for over the expected life of the subscriber. In certain geographical areas where the Company has a large number of customers that behave in a similar manner over time, the Company accounts for subscriber system assets and related deferred revenue...

  • Page 185
    ... 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 (twelve months in certain circumstances) after the purchase of the customer contract, any cancellation of monitoring...

  • Page 186
    ... 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 187
    ... based upon historical claims experience. Certain insurable liabilities are discounted using a risk-free rate of return when the pattern and timing of the future obligation is reliably determinable. The impact of the discount on the Consolidated Balance Sheets as of September 25, 2009 and September...

  • Page 188
    ... of 2009, the Company approved a plan to sell a business in its ADT Worldwide segment. This business has been classified as held for sale; however, its results of operations are presented in continuing operations as the criteria for discontinued operations have not been met. See Note 2. Additionally...

  • Page 189
    ... of operations or cash flows. See Note 14 for additional information related to the adoption of the guidance. In September 2006, the FASB issued authoritative guidance for employers' accounting for defined benefit pension and other postretirement plans. The guidance requires that employers recognize...

  • Page 190
    ... 2008, the FASB issued authoritative guidance for employers' disclosures about postretirement benefit plan assets. The guidance requires additional disclosures about plan assets related to an employer's defined benefit pension or other post-retirement plans to enable investors to better understand...

  • Page 191
    ...of 2008, the Company approved a plan to sell a business in its Safety Products segment. This business had been classified as held for sale in the Company's historical Consolidated Balance Sheets. During the second quarter of 2009, due to a change in strategy by management, the Company decided not to...

  • Page 192
    ... (Continued) Discontinued Operations As previously reported in Tyco's periodic filings, in July 2008, the Company substantially completed the sale of its Infrastructure Services business, which met the criteria to be presented as discontinued operations. In order to complete the sale of Earth Tech...

  • Page 193
    ...ended September 26, 2008. During January 2008, the Company sold a European manufacturer of public address products and acoustic systems, which was part of the Company's Fire Protection Services Segment and recorded an $8 million pre-tax loss on sale. The loss was recorded in income from discontinued...

  • Page 194
    ... those returns include a combination of Tyco, Covidien and/or Tyco Electronics legal entities and for certain amended income tax returns for the periods prior to the Separation may be recorded to either shareholders' equity or the Consolidated Statements of Operations depending on the specific item...

  • Page 195
    ... and asset impairment charges, net, during the years ended September 25, 2009, September 26, 2008 and September 28, 2007 are as follows ($ in millions): 2009 2008 2007 ADT Worldwide ...Flow Control ...Fire Protection Services ...Electrical and Metal Products Safety Products ...Corporate and Other...

  • Page 196
    ... the Company's 2009 restructuring reserves related to actions initiated in 2009 is summarized as follows ($ in millions): Employee Severance and Benefits Facility Exit & Other Charges Total Balance as of September 26, Charges ...Reversals ...Utilization ...Reclass/transfers ...Currency translation...

  • Page 197
    ...2006 and Prior Restructurings The Company continues to maintain restructuring reserves related to certain actions initiated prior to 2006. ...costs for long-term non-cancelable lease obligations within the ADT Worldwide and Fire Protection Services segments, with expiration dates which range from 2009...

  • Page 198
    ...'') and granted Winner rights to sell, install and service certain Sensormatic products and entitled Winner to commissions on Sensormatic products sold, installed or shipped into its franchise territories. Sensormatic products are sold through the Company's ADT Worldwide and Safety Products segments...

  • Page 199
    ... 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 allocation for FirstService resulted in $38 million of net working capital and other assets...

  • Page 200
    ... losses on the sale of investments of $6 million related primarily to investments in corporate debt. See Note 9. 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 in connection...

  • Page 201
    ... 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 202
    ... of adoption adjustment to shareholders' equity. As of the adoption date, Tyco had unrecognized tax benefits of $370 million, of which $241 million, if recognized would affect the effective tax rate. As of September 25, 2009 and September 26, 2008, Tyco had unrecognized tax benefits of $284 million...

  • Page 203
    ... unrecognized tax benefits in the next twelve months. Tax Sharing Agreement In connection with the spin-offs of Covidien and Tyco Electronics from Tyco, Tyco entered into a Tax Sharing Agreement that generally governs Covidien's, Tyco Electronics' and Tyco's respective rights, responsibilities, and...

  • Page 204
    ... balance. During the fourth quarter of 2009, the Company, as Audit Management Party under the Tax Sharing Agreement, reached a settlement agreement with the IRS on certain deductions taken by Tyco, Covidien and Tyco Electronics on pre-separation tax returns filed for the periods 2001 to 2004. The...

  • Page 205
    ... a taxing authority, the Company could be legally liable under applicable tax law for such liabilities and required to make additional tax payments. Accordingly, under certain circumstances, the Company may be obligated to pay amounts in excess of its agreed-upon share of Tyco's, Covidien's and Tyco...

  • Page 206
    ... across our global operations. The Company records tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss...

  • Page 207
    ... shares because the effect would be anti-dilutive. 8. 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...

  • Page 208
    ... Basis Fair Value Due in one year or less ...Due after one year through five years ...10. Goodwill and Intangible Assets $ 47 287 $ 49 291 As previously reported, the Company began to experience a decline in revenue during the first quarter of 2009 in its ADT Worldwide, Fire Protection Services...

  • Page 209
    ... and Access Control and Video Systems (''ACVS''), Life Safety and Sensormatic Retail Solutions (''SRS'') reporting units within the Safety Products segment experienced triggering events. As a result of the triggering events, the Company assessed the recoverability of the reporting unit's long-lived...

  • Page 210
    ...'s forecasted cash flows and revenue and operating income growth rates, discounted using an estimated weighted-average cost of capital of market participants. A market approach is utilized to corroborate the discounted cash flow analysis performed at each reporting unit. If the carrying amount of...

  • Page 211
    ... for 2009 and 2008 were as follows ($ in millions): Fire Protection Services Electrical and Metal Products ADT Worldwide Flow Control Safety Products Total Balance as of September 28, 2007 Purchase accounting adjustments . Acquisitions ...Divestitures ...Impairment ...Currency translation...

  • Page 212
    ... in revenue during the first quarter of 2009 at its ADT Worldwide and Safety Products segments due to a slowdown in the commercial markets including the retailer end market. Although the Company considered and concluded these factors did not constitute triggering events during the first quarter of...

  • Page 213
    ...): September 25, 2009 Weighted-Average Accumulated Amortization Amortization Period September 26, 2008 Weighted-Average Accumulated Amortization Amortization Period Gross Carrying Amount Gross Carrying Amount Amortizable: Contracts and related customer relationships ...Intellectual property...

  • Page 214
    ... for outstanding loans for the payment of taxes upon the vesting of shares granted under our Restricted Share Ownership Plans. During the fourth quarter of 2002, the Board of Directors and new senior management adopted a policy under which no new loans are allowed to be granted to any officers of...

  • Page 215
    .... The felony charge accused Mr. Walsh of intentionally concealing information concerning the payment from Tyco's directors and shareholders while engaged in the sale of Tyco securities in the State of New York. The SEC action alleged that Mr. Walsh knew that the registration statement covering the...

  • Page 216
    ... triggering event, which requires both a change of control and a rating event as defined by the Indenture governing the notes. Additionally, the holders of the 2019 notes have the right to require the Company to repurchase all or a portion of the 2019 notes on July 15, 2014 at a purchase price...

  • Page 217
    ... 25, 2009. 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 TIFSA, a wholly-owned subsidiary of the Company and successor company to Tyco International Group...

  • Page 218
    ... be used for working capital, capital expenditures and other corporate purposes. As of September 25, 2009, there were no amounts drawn under these facilities, although the Company had dedicated $200 million of availability to backstop outstanding commercial paper. On April 25, 2007, Tyco, certain of...

  • Page 219
    ... 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 220
    ... manufactured by Central Sprinkler prior to Tyco's acquisition. Under this program, the sprinkler heads are being replaced free of charge to property owners. On May 1, 2007, the Consumer Products Safety Commission and the Company announced an August 31, 2007 deadline for filing claims to participate...

  • Page 221
    ...Tyco changed its jurisdiction of incorporation from Bermuda to Switzerland. Until January 1, 2011 Tyco intends to make dividend payments in the form of a reduction of capital, denominated in Swiss francs. However, the Company expects to actually pay dividends in U.S. dollars, based on exchange rates...

  • Page 222
    ... not designated as hedging instruments: Location of Gain (Loss) Recognized in Earnings on Derivatives Foreign Exchange Contracts(1) ...Foreign Exchange Contracts(2) ...(1) (2) Selling, general and administrative expenses Other expense, net $(14) 44 Includes economic hedges related to operating...

  • Page 223
    .... As a matter of practice, the Company deals with major banks worldwide having long-term Standard & Poor's and Moody's credit ratings of A-/A3 or higher. To further reduce the risk of loss, the Company generally enters into International Swaps and Derivatives Association master agreements with...

  • Page 224
    ... using model-based techniques such as option pricing models and discounted cash flow models. Investments Investments primarily include cash equivalents, U.S. government obligations and corporate debt securities. When available, the Company uses quoted market prices to determine the fair value of...

  • Page 225
    ... recognized an asset for the fair value of the Covidien and Tyco Electronics shares and a liability for the related conversion option. The Company recorded income of $6 million to other expense, net related to the settlement of the previously recognized asset and liability during the year 2009...

  • Page 226
    ... INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. Financial Instruments (Continued) ended September 26, 2008. As of September 25, 2009 and September 26, 2008, no convertible debentures remained outstanding. In December 2006, due to required changes to the legal entity structure...

  • Page 227
    ... legacy tax claims pursuant to the same formula under the Tax Sharing Agreement. See Note 6. Class Action Settlement and Legacy Securities Matters As previously reported, Tyco, and some members of the Company's former senior corporate management were named as defendants in a number of lawsuits...

  • Page 228
    ... by the counsel of the certified class and Tyco is not subject to any further liability related to the class action settlement. As a result, Tyco has extinguished the class action liability and no longer has claim to the escrow account. The escrow accounts earned interest that was payable to the...

  • Page 229
    ... selling, general and administrative expenses for its share of the settlement of approximately $30 million. Through the second quarter of fiscal 2009, the Company settled additional legacy legal matters, including several of the lawsuits filed by plaintiffs that had opted out of the June 2007 class...

  • Page 230
    ... Matters The Company and certain of its subsidiaries are named as defendants in bodily injury lawsuits based on alleged exposure to asbestos-containing materials. These cases typically involve product liability claims based primarily on allegations of manufacture, sale or distribution of industrial...

  • Page 231
    ...recorded by the Company for asbestos-related liabilities and insurance-related assets are based on currently available information as well as estimates and assumptions. Key variables and assumptions include the number and type of new claims that are filed each year, the average cost of resolution of...

  • Page 232
    ...Any judgment required to be paid or settlement or other cost incurred by the Company in connection with the FCPA investigations would be subject to the liability sharing provisions of the Separation and Distribution Agreement, which assigned liabilities primarily related to the former Healthcare and...

  • Page 233
    ...Although the Company settled with the SEC in 2006, a number of former dealers and related parties have filed lawsuits against the Company, including a class action lawsuit filed in the District Court of Arapahoe County, Colorado, alleging breach of contract and other claims related to ADT's decision...

  • Page 234
    ......Amortization of prior service cost (credit) ...Amortization of net actuarial loss ...Plan settlements, curtailments and special termination benefits ...Weighted-average assumptions used pension cost during the year: Discount rate ...Expected return on plan assets . . Rate of compensation increase...

  • Page 235
    ...and special termination Currency translation ...Change in plan assets: Fair value of plan assets as of beginning of year ...Actual return on plan assets ...Employer contributions ...Employee contributions ...Acquisitions/divestitures ...Plan settlements, curtailments and special termination Benefits...

  • Page 236
    ...loss recognized ...Weighted-average assumptions used to determine pension benefit obligations at year end: Discount rate ...Rate of compensation increase ... $(389) $(342) 5.5% 4.0% 7.0% 4.0% 5.6% 4.2% 5.9% 4.7% The accumulated benefit obligation for all U.S. plans as of September 25, 2009 and...

  • Page 237
    ... return on plan assets, the Company considers the relative 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 goingconcern basis. Current...

  • Page 238
    ... 50 56 61 65 388 The Company also participates in a number of multi-employer defined benefit plans on behalf of certain employees. Pension expense related to multi-employer plans was $1 million, $1 million and $3 million in 2009, 2008 and 2007, respectively. Executive Retirement Arrangements-Messrs...

  • Page 239
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16. Retirement Plans (Continued) life insurance policies. During fiscal year 2007, the Company, as permitted under the trust agreement, sold substantially all of its assets held in the trusts and received $271 million of proceeds....

  • Page 240
    ... 25, 2009 and September 26, 2008, the composite annual rate of increase in health care benefit costs was assumed to decrease gradually to 4.6% and 5.0% by the years 2027 and 2015, respectively, and remain at that level thereafter. A one-percentage-point change in assumed healthcare cost trend rates...

  • Page 241
    ... CHF 386,791,145.70 through the issue of a maximum of 47,929,510 shares to employees and other persons providing services to the Company. Although the Company states its par value in Swiss francs it continues to use the U.S. dollar as its reporting currency for preparing its Consolidated Financial...

  • Page 242
    ...at the special shareholders meeting on March 12, 2009 and is made in the form of a return of capital. This amount was recorded as a reduction of common shares, which reduced the Company's par value of CHF 8.53 to CHF 7.60. However, the Company expects to actually pay dividends in U.S. dollars, based...

  • Page 243
    ... 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 revisions made...

  • Page 244
    ... 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 245
    ... outstanding which were granted under the 1994 Plan prior to the November 2004 expiration. The LTIP I Plan reserved common shares for issuance to Tyco's directors, executives and managers as share options. This plan was administered by the Compensation and Human Resources Committee of the Board...

  • Page 246
    ... 2009, there was $51 million of total unrecognized compensation cost related to non-vested options granted. The cost is expected to be recognized over a weighted-average period of 2.2 fiscal years. Employee Stock Purchase Plans-Substantially all full-time employees of the Company's U.S. subsidiaries...

  • Page 247
    ...according to its terms on November 3, 2009. The International Benefits Oversight Committee has not approved any additional grants since the last annual grant on October 9, 2008 and it has not applied for approval of a replacement for the SAYE Plan at this time. A summary of option activity under the...

  • Page 248
    ... 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 outstanding as of...

  • Page 249
    ... INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. Share Plans (Continued) A summary of the status of the Company's DSUs as of September 25, 2009 and changes during the year then ended is presented in the table below: Non-vested Deferred Stock Units Shares Weighted-Average Grant...

  • Page 250
    ..., access control and video management systems. In addition, Safety Products manufactures products installed and serviced by ADT Worldwide and Fire Protection Services. Tyco also provides general corporate services to its segments and these costs are reported as Corporate and Other. The Company...

  • Page 251
    ... of $2.862 billion related to the class action settlement. Total assets by segment as of September 25, 2009, September 26, 2008 and September 28, 2007 are as follows ($ in millions): 2009 2008 2007 Total assets: ADT Worldwide ...Flow Control ...Fire Protection Services ...Electrical and Metal...

  • Page 252
    ... 2009 Capital expenditures: ADT Worldwide ...Flow Control ...Fire Protection Services ...Electrical and Metal Products Safety Products ...Corporate ... in millions): 2009 2008 2007 Net revenue : United States ...Other Americas ...Europe, Middle East and Asia-Pacific ... (1) ...Africa ... ... ......

  • Page 253
    ... Data (Continued) Long-lived assets by geographic area as of September 25, 2009, September 26, 2008 and September 28, 2007 are as follows ($ in millions): 2009 2008 2007 Long-lived assets(1): United States ...Other Americas ...Europe, Middle East and Africa Asia-Pacific ...Corporate and Other...

  • Page 254
    ... of cost (primarily first-in, first-out) or market value. 23. Property, Plant and Equipment Property, plant and equipment consisted of the following ($ in millions): September 25, 2009 September 26, 2008 Land ...Buildings ...Subscriber systems ...Machinery and equipment ...Property under capital...

  • Page 255
    ... 26, 2008 is as follows ($ in millions, except per share data): 1st Qtr.(1) 2009 2nd Qtr.(2) 3rd Qtr.(3) 4th Qtr.(4) Net revenue ...Gross profit ...Income (loss) from continuing operations ...Income (loss) from discontinued operations, net of income taxes ...Net income (loss) ...Basic earnings per...

  • Page 256
    ... basis is presented using the equity method of accounting for subsidiaries. During the second quarter of 2008, the Company completed a tax-free restructuring involving the transfer of certain investments from Tyco to TIFSA. Since the transactions were entirely among wholly- 164 2009 Financials

  • Page 257
    ... STATEMENT OF OPERATIONS For the Year Ended September 25, 2009 ($ 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...

  • Page 258
    ...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 ...Separation (credits) costs ...Goodwill...

  • Page 259
    ... ($ 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 ...Separation costs ...Goodwill and...

  • Page 260
    ..., plant and equipment, Goodwill ...Intangible assets, net ...Investment in subsidiaries ...Intercompany loans receivable Other assets ... Total Assets ...Liabilities and Shareholders' Equity Current Liabilities: Loans payable and current maturities long-term debt ...Accounts payable ...Accrued and...

  • Page 261
    ..., plant and equipment, Goodwill ...Intangible assets, net ...Investment in subsidiaries ...Intercompany loans receivable Other assets ... Total Assets ...Liabilities and Shareholders' Equity Current Liabilities: Loans payable and current maturities long-term debt ...Accounts payable ...Accrued and...

  • Page 262
    ...) of debt ...Proceeds from exercise of share options ...Dividends paid ...Repurchase of common shares by subsidiary . . Decrease in equity from parent ...Net intercompany loan repayments ...Transfer from discontinued operations ...Other ... ... $ (160 1,654 - - 1,654 - - - (388) - - (1,123...

  • Page 263
    ...: Capital expenditures ...Proceeds from 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...

  • Page 264
    ... 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 ...Decrease (increase) in investment...

  • Page 265
    ... subsequent events through the time it filed its annual report on Form 10-K on November 16, 2009. On October 1, 2009, the Company granted Tyco employees 4.1 million share options with a weighted-average grant-date fair value of $9.17 per share at the date of grant. Additionally, the Company granted...

  • Page 266
    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 28, 2007 ...Year Ended September 26, 2008 ...

  • Page 267
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  • Page 268
    TYCO INTERNATIONAL LTD., SCHAFFHAUSEN Financial Statements for the Year Ended September 25, 2009 and Report of the Statutory Auditor

  • Page 269
    ... law and the Company's articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is...

  • Page 270
    ... article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We recommend that the financial statements submitted to...

  • Page 271
    ... ...NON-CURRENT LIABILITIES Non-current accounts payable to affiliated companies Loans from affiliated companies ...Unrealized foreign currency translation gain ...Other non-current liabilities ...SHAREHOLDERS' EQUITY Common shares ...Contributed surplus ...General reserve ...Reserve for treasury...

  • Page 272
    ... FRANCS Mar 12, 2009 to Sep 25, 2009 NOTES INCOME Dividend income ...Other income ...Foreign currency exchange gain ...Total income ...EXPENSES ...Administration expenses ...Professional fees ...Interest expense from affiliated companies Impairment in investment in subsidiaries . Legacy litigation...

  • Page 273
    ... Tyco International Ltd. (Tyco or the Company) is the holding company of Tyco Group with a listing on the New York Stock Exchange (NYSE). Tyco International Ltd.'s principal activity is the holding of subsidiaries. On March 12, 2009, during Tyco's annual general meeting, the Company's shareholders...

  • Page 274
    ... a Tax Sharing Agreement. See Note 3 below. 3. GUARANTEES Tyco International Ltd. fully and unconditionally guarantees public debt facilities of approximately CHF 4.3 billion as of September 25, 2009, issued by Tyco International Finance S.A. (TIFSA), a subsidiary of the Company. Additionally, Tyco...

  • Page 275
    ... responsible for 27%, Covidien 42% and Tyco Electronics 31% of payments to resolve these matters, with costs and expenses associated with the management of these contingencies being shared equally among the parties. In addition, under the agreement, the Company will manage and control all the legal...

  • Page 276
    ... to a particular segment will be shared equally among the Company, Covidien and Tyco Electronics. In addition to the foregoing, the Company is subject to claims and suits, including from time to time, contractual disputes and product and general liability claims, incidental to present and former...

  • Page 277
    ... the change of domicile, which reduced share premium and increased common shares. The Company expects to obtain shareholder approval of an annual dividend amount each year at the annual general meeting, and expects to distribute the approved dividend amount in four quarterly instalments, the timing...

  • Page 278
    ... the first, second, third and fourth installments of an annual dividend of CHF 0.93 per share approved by the shareholders on March 12, 2009. The Company expects to actually pay dividends in U.S. Dollars, based on exchange rates in effect shortly before the payment date. Fluctuations in the value of...

  • Page 279
    ... specialized corporate functions such as financial reporting and accounting, treasury, and environmental, health and safety providing support to the business segments. 9. REMUNERATION OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVES FOR 2009 a) Basis of presentation The following information sets...

  • Page 280
    ... fee for his services as a Director for the period December 27, 2008 to January 30, 2009. (2) As noted above, Directors receive an annual equity grant worth approximately $120,000. Director Yost received an annual grant worth approximately $120,000 of RSUs of the company when he joined the Board...

  • Page 281
    ...Vice President and General Counsel; Carol Anthony Davidson, the Senior Vice President and Controller, and Arun Nayar, the Senior Vice President and Treasurer. Salary and bonus include amounts that may be deferred at the named executive officer's election. Summary Compensation Table Change in Pension...

  • Page 282
    ... (i) for each named executive officer represent cash perquisites, insurance premiums paid by the Company for the benefit of the officer (and, in some cases, the officer's spouse), costs related to personal use of Company aircraft, tax gross-up payments, Company contributions to 401(k) plans and non...

  • Page 283
    ... Beneficial Owners and Management The following table sets forth the number of shares of common stock beneficially owned as of October 31, 2009 by each current Director, the Company's executive board, as determined by the Board of Directors and reflected in the Commercial Register for the Canton...

  • Page 284
    ... for persons or groups known to the Company to be beneficial owners of more than 5% of the outstanding common shares. Number of Common Shares Beneficially Owned(1) Percentage of Common Stock Outstanding on October 31, 2009 Name and Address of Beneficial Owner Capital World Investors ...333 South...

  • Page 285
    ...sales and services on a prospective basis. b) Fire Insurance Value of Property, Plant and Equipment The Company's fire insurance value of its property, plant and equipment was approximately $5 billion at September 25, 2009 and September 26, 2008. c) Summary of Risk Assessment Performed by Management...

  • Page 286
    ... for general corporate purposes which may include repayment of indebtedness, acquisitions, additions to working capital, repurchase of common shares, capital expenditures and investments in the Company's subsidiaries. Also, on September 30, 2009, TIFSA entered into interest rate swap contracts to...

  • Page 287
    ... LLP Two World Financial Center New York, NY 10281-1414 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 agent at: BNY Mellon Shareowner Services 480 Washington...

  • Page 288
    ...of any increase or decrease on reported results. 2007 ORGANIC REVENUE RECONCILIATION (IN US$ MILLIONS) 2006 NET REVENUES ACQUISITION/ DIVESTITURE FOREIGN CURRENCY OTHER ORGANIC REVENUE 2007 NET REVENUES ORGANIC REVENUE GROWTH % ADT Worldwide Flow Control Fire Protection Services Electrical & Metal...

  • Page 289
    ... INCOME FROM CONTINUING OPERATIONS DILUTED EPS FROM CONTINUING OPERATIONS As Reported (GAAP) Restructuring and asset impairment charges, net Restructuring charges in cost of sales and SG&A Losses on divestitures Goodwill impairment Tax items Class-action settlement, net Legacy legal items Reserve...

  • Page 290
    TYCO INTERNATIONAL LTD. FREIER PLATZ 10 CH-8200 SCHAFFHAUSEN SWITZERLAND WWW.TYCO.COM