ADT 2010 Annual Report Download

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2010
ANNUAL REPORT

Table of contents

  • Page 1
    2010 ANNUAL REPORT

  • Page 2

  • Page 3
    ...of Annual General Meeting and Proxy Statement. We hope you are planning to attend the meeting. Your vote is important. Whether or not you are able to attend, it is important that your common shares be represented at the meeting. Accordingly, we ask that you please complete, sign, date and return the...

  • Page 4
    (This page intentionally left blank.)

  • Page 5
    ... Annual General Meeting and Proxy Statement and the enclosed proxy card are first being sent on or about January 20, 2011 to each holder of record of Tyco common shares at the close of business on January 10, 2011. Whether or not you plan to attend the meeting, please complete, sign, date and return...

  • Page 6
    (This page intentionally left blank.)

  • Page 7
    ... THE ANNUAL GENERAL MEETING ...Questions and Answers About Voting Your Common Shares ...Returning Your Proxy Card ...Organizational Matters Required by Swiss Law ...PROPOSAL NUMBER ONE-APPROVAL OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS ...PROPOSAL NUMBER TWO-DISCHARGE FROM LIABILITY OF THE BOARD...

  • Page 8
    ... 2010 Summary ...Process Overview ...Elements of Compensation ...Change in Control and Severance Benefits ...Stock Ownership Guidelines ...Pay Recoupment Policy ...Tax Deductibility of Executive Compensation ...Compensation and Human Resources Committee Report on Executive Executive Compensation...

  • Page 9
    ... includes Tyco's parent company financial statements and consolidated financial statements for the fiscal year ended September 24, 2010 (the ''Annual Report''), is enclosed with these materials. Tyco has made these materials available to each person who is registered as a holder of its common shares...

  • Page 10
    ...written proxy to any person (who does not 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...

  • Page 11
    ...vote using a touchtone telephone by calling 1-800-690-6903. • At the Annual General 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...

  • Page 12
    ...Board of Directors. Whether or not you plan to attend the Annual General Meeting, we urge you to submit your proxy. Returning the proxy card or submitting your vote electronically will not affect your right to attend the Annual General Meeting. You must return your proxy cards by the times and dates...

  • Page 13
    ... of the annual report, parent company financial statements of Tyco International Ltd. and consolidated financial statements for the year ended September 24, 2010 requires the affirmative vote of a majority of the votes present (in person or by proxy) at the Annual General Meeting. • Discharge of...

  • Page 14
    ... Board will re-submit the two options with the highest votes for an advisory (consultative) vote to the next annual meeting of shareholders. Other than matters incident to the conduct of the Annual General Meeting and those set forth in this Proxy Statement, Tyco does not know of any other business...

  • Page 15
    ... addresses set forth below by the times (being local times) and dates specified: Switzerland: By 5:00 p.m. on March 8, 2011 by hand or mail at: Tyco International Ltd. Freier Platz 10, CH-8200 Schaffhausen, Switzerland United States: By 5:00 p.m. on March 8, 2011 by mail at: Tyco International Ltd...

  • Page 16
    ...who have sold their shares prior to the Annual General Meeting are not entitled to vote those shares. Granting of Proxy If you are a shareholder of record and do not wish to attend the Annual General Meeting, you have the right to grant your voting proxy directly to the Company officers named in the...

  • Page 17
    ...number of the shares they represent as soon as possible, but no later than March 9, 2011, 2:00 p.m. Central European time at the Registered Shareholders check-in area. Tyco Annual Report The Tyco International Ltd. 2010 Annual Report containing the Company's audited consolidated financial statements...

  • Page 18
    ... at each annual general meeting. The Board unanimously recommends that shareholders vote FOR approval of the Company's annual report, parent company financial statements of Tyco International Ltd. and consolidated financial statements for the year ended September 24, 2010. PROPOSAL NUMBER TWO...

  • Page 19
    ...a number of leadership positions in sales, marketing, and 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...

  • Page 20
    ...in the service-oriented communications industry and his corporate governance experience as a director of several publicly traded companies. Rajiv L. Gupta-Mr. Gupta, age 65, joined our Board in March 2005. Mr. Gupta served as Chairman and Chief Executive Officer of Rohm and Haas Company, a worldwide...

  • Page 21
    ...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 22
    ...parts and equipment, from 2007 to 2009. Ms. Wijnberg is a director of Futurity First Financial Corporation, a private company in the insurance business. Ms Wijnberg's qualifications to serve on the board include her significant experience as an executive in leadership positions in financial services...

  • Page 23
    ...fiscal year 2010 for the audit of Tyco's annual financial statements and review of interim financial statements and statutory and regulatory filings or engagements. The aggregate fees included in each of the other categories are fees billed in the fiscal years for such services. Fiscal Year 2010 (in...

  • Page 24
    ..., international filings and other assistance required to complete the year-end audit of the consolidated financial statements. Audit-Related Fees as of the fiscal year ended September 24, 2010 were primarily related to services for the planned spin-off of the Company's Electrical and Metal Products...

  • Page 25
    ...May 2011, August 2011, November 2011 and February 2012 at such times and with such record dates as shall be determined by our Board of Directors. Dividend payments shall be made with respect to the outstanding share capital of the Company on the record date for the applicable dividend payment, which...

  • Page 26
    ... law, an authorization by shareholders to allow the Board to issue additional shares expires after two years and is limited to a maximum of 50% of the issued share capital. Shareholders first authorized the Board to issue additional share capital at the Company's annual general meeting in March 2009...

  • Page 27
    ... with stock incentive plans or in other qualifying transactions within six years of repurchase. If so used, the Company is exempt from the requirement to pay Swiss withholding taxes at the time of repurchase. The Board's proposal is conditioned on the receipt of a report provided by the auditor...

  • Page 28
    ... Nennwert von CHF 6.70 je Aktie. Das Aktienkapital ist vollst¨ andig liberiert. The Board unanimously recommends that shareholders vote FOR the cancellation of 28,088,101 repurchased treasury shares held by the Company and to amend the Articles of Association accordingly. 20 2011 Proxy Statement

  • Page 29
    ... weighted on long-term incentives to align compensation with sustained shareholder returns. In fiscal 2010, one hundred percent of long-term incentive awards for named executive officers were performance-based equity (stock options and performance share units). • Incentive plans that are based...

  • Page 30
    ...life, disability and long-term care benefits have been discontinued for new executives. • No pension plans for named executive officers other than the Chief Executive Officer. • A robust share ownership and retention policy. • An expansive pay recoupment policy to claw back compensation earned...

  • Page 31
    ... option receive more votes than the other two options taken together. If there is no option receives the relative majority of votes, the Board will re-submit the two options with the highest votes for an advisory (consultative) vote at the next annual meeting of shareholders. 2011 Proxy Statement...

  • Page 32
    ...shareholders and consistent with good corporate citizenship. In carrying out its responsibilities, the Board selects and monitors top management, provides oversight for financial reporting and legal compliance, determines Tyco's governance principles and implements its governance policies. The Board...

  • Page 33
    ...-wide opportunities and best practices. Financial Strength & Flexibility: Ensure that financial measures and shareholder return objectives are met. 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...

  • Page 34
    ... risk management and control procedures are in place; • selecting, monitoring, evaluating, compensating and, if necessary, replacing the Chief Executive Officer and other senior executives, and seeing that organizational development and succession plans are maintained for these executive positions...

  • Page 35
    ... Board at least annually. In addition, as part of the ERM process, members of the Board perform site visits to Company operational sites. The lead Director and management determine the appropriate operational site and the timing of the enterprise risk assessment meeting. During fiscal 2010, members...

  • Page 36
    ... and effectiveness of the Company's corporate governance policies, oversees the ERM process and is deeply involved in key management succession planning. Board Capabilities The Tyco Board as a whole is strong in its diversity, vision, strategy and business judgment. It possesses a robust...

  • Page 37
    ... Corporate Ombudsman directs cases to the applicable department (such as customer service, human resources or in the case of accounting or control issues, forensic audit) and follows up with the assigned case owner to ensure that the cases are responded to in a timely manner. The Board also reviews...

  • Page 38
    ... its subsidiaries or who has any current or past material relationship with the Company; • do not work for, nor does any immediate 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...

  • Page 39
    ... present (in person or by proxy) at a duly called shareholder meeting. Directors are expected to inform the Nominating and Governance Committee of any significant change in their employment or professional responsibilities and are required to offer their resignation to the Board in the event of such...

  • Page 40
    ... 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 directorships of other public...

  • Page 41
    ...well as any waivers for executive officers or Directors on our website at www.tyco.com under the heading ''Corporate Citizenship-Governance.'' Charitable Contributions The Board understands that its members, or their immediate family members, serve as directors, trustees, executives, advisors and in...

  • Page 42
    ...up to $1,500 per day for each special committee meeting that he or she attends. No such fees were paid in fiscal 2010. A Director who is also an employee receives no additional remuneration for services as a Director. For fiscal 2010 and for future years, the Company has changed the date on which it...

  • Page 43
    ... other compensation includes $40,000 of fees paid to him in fiscal 2010 prior to his election at the Annual General Meeting. The Company invited Mr. Daniels to observe certain Board meetings prior to his election in March 2010 and agreed to pay fees in connection therewith. 2011 Proxy Statement 35

  • Page 44
    ... individuals qualified to become Board members, recommending to the Board the Director nominees for the Annual General Meeting of shareholders, developing and recommending to the Board a set of corporate governance principles, and playing a general leadership role in Tyco's 36 2011 Proxy Statement

  • Page 45
    ... fiscal 2010 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...

  • Page 46
    ... 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 as defined in the Securities Exchange Act...

  • Page 47
    ... 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 at GE's corporate headquarters...

  • Page 48
    ... President and Chief Financial Officer since December 1, 2010. From November 2006, Mr. Sklarsky was the Executive Vice President and Chief Financial Officer of Eastman Kodak Company, a company that develops, manufactures and markets traditional and digital imaging products, services and solutions...

  • Page 49
    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, 2010 by each current Director, nominee for Director, executive officer named in the Summary Compensation Table under ''Executive ...

  • Page 50
    ...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 Percentage of Common Stock Outstanding on December 31, 2010 Name and Address of Beneficial Owner Capital World Investors ...333 South Hope...

  • Page 51
    ... last year; the decrease in revenue was primarily driven by volume declines in Flow Control's valves business and weakness in commercial end markets, which drive Fire Protection Services' systems installation and product revenues. Although net revenue decreased, the contribution of service revenue...

  • Page 52
    ...Worldwide was able to introduce its ADT Pulse interactive security services product in test markets during the year. • The Company also executed on its acquisition strategy, acquiring Broadview Security in May 2010. This acquisition increases the Company's recurring revenue base, brings additional...

  • Page 53
    ... since he joined the Company (other than for taxes). Because the ten-year term of the stock options granted in 2002 is nearing expiration, Mr. Breen recently entered into a Rule 10b5-1 trading plan as part of his personal long-term financial, estate and tax planning strategy. The plan allows for the...

  • Page 54
    ... life, disability and long-term care benefits have been discontinued for new executives. • Other than the Chief Executive Officer, the Company does not provide any pension plans for its named executive officers. • The Company maintains a robust share ownership and retention policy. Named...

  • Page 55
    ...financial service companies) is another source of executive compensation market data for the Committee. The Company's talent strategy calls for both the development of internal leadership and the recruitment of highly experienced leaders from outside the Company. Tyco does not position executive pay...

  • Page 56
    ..., the Compensation Committee completes a comprehensive review of these elements utilizing tally sheets prepared by company management for each named executive officer. Tally sheets identify the value of each pay element, including base salary, annual bonus, sign-on or other cash payments, long-term...

  • Page 57
    ... rewards the named executive officers for their execution of the operating plan and other strategic initiatives, as well as for financial performance that benefits the Company's business and drives long-term shareholder value creation. It places a meaningful proportion of total cash compensation at...

  • Page 58
    ... Safety Products Working Capital Days ...• Electrical and Metal Products Working Capital Days . . • International Fire Adjusted Free Cash Flow before special items ...Mr. Gursahaney • Corporate split equally between Earnings Per Share and Adjusted FCF ...• ADT Worldwide Operating Income...

  • Page 59
    ... 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. For a description of the material terms of stock options...

  • Page 60
    ... times base salary, and allows the named executive officer to elect to pay additional premiums into the plan. Our executive disability insurance program ensures salary continuation above the $15,000 monthly benefit limit provided by our broad based disability plan. The executive long-term 52 2011...

  • Page 61
    ..., Tyco is responsible for paying the Company's cost of the supplemental insurances for Mr. Breen if he is terminated, as set forth in his employment agreement. Effective December 2010, the Company will no longer make premium payments for the supplemental life, disability and long-term care benefits...

  • Page 62
    Severance Arrangements Not in Connection with a Change in Control Description Chief Executive Officer Named Executive Officers Governing document: Employment agreement. Termination events triggering severance cash benefits and benefits continuation: Involuntary termination without Cause, ...

  • Page 63
    ... share 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...

  • Page 64
    ... of the Board, or the removal of Mr. Breen from either such position; or • Any termination by Mr. Breen during the 30-day period immediately following the first anniversary of the date of any change in control. For the other named executive officers, the Severance Plan generally defines ''Cause...

  • Page 65
    ... 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 66
    ... Executive Officer Named Executive Officers Pension benefits: Prorated bonus in year of change in control Equity treatment: Fully vested. Immediately payable upon a change in control. No reduction for early commencement Yes All options and RSUs vest in full. • All performance-based shares...

  • Page 67
    ... other named executive officers, the CIC Severance Plan provides these benefits only during the 60-day period prior to and the two-year period following a Change in Control. The CIC Severance Plan generally defines ''Cause'' as (i) a material violation of any fiduciary duty owed to the Company; (ii...

  • Page 68
    ... to report trading in Tyco securities under the Securities and Exchange Act) 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
    ... executives are paid under the programs and plans for nonǁsales employees. Certain internal groups have different or supplemental compensation programs tailored to their specific operations and goals, and programs may differ by country due to variations in local laws and customs. In addition, Tyco...

  • Page 70
    ... Company's securities, other than the exercise of any Company-issued stock option. The policy also restricts trading for a limited group of Company employees (including named executive officers and directors) to defined window periods that follow our quarterly earnings releases. Our insider trading...

  • Page 71
    ... and, based on such review and discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K and this Proxy Statement. Submitted by the Compensation and Human Resources Committee: Rajiv L. Gupta, Chair...

  • Page 72
    ..., ADT Worldwide, and Judith A. Reinsdorf, Executive Vice President and General Counsel. 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-Equity Nonqualified Incentive Deferred Plan Compensation...

  • Page 73
    ... those used in the Company's financial statements. Information regarding the pension plans is set forth in further detail below following the ''Pension Benefits'' table. All Other Compensation: The amounts reported in column (i) for each named executive officer represent cash perquisites, insurance...

  • Page 74
    ... made with respect to taxable insurance benefits and the reimbursement of state taxes owed by him to New York for Tyco work performed in that State. Generally, with respect to compensation awarded to Mr. Breen prior to 2009, the Company pays the increased tax cost (including a gross-up) that Mr...

  • Page 75
    ... (l). 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 2010. The Board approved a maximum bonus payout of 0.50% of net income before special items for...

  • Page 76
    ... of dividends during the three-year period. If Tyco's total shareholder return is not equal to or better than the total shareholder return for 35% of the companies constituting the S&P 500 Industrials Index, no shares will be delivered. The maximum number of shares each named executive officer can...

  • Page 77
    ...named executive officers, all equity awards that were outstanding as of September 24, 2010. Dollar amounts are based on the NYSE closing price of $38.55 for the Company's common stock on September 24, 2010. Option Awards Stock Awards Equity Incentive Equity Incentive Plan Awards: Plan Awards: Market...

  • Page 78
    ...number and market value of RSUs which had been granted as of September 24, 2010, but which remained subject to additional vesting requirements (the officer's continued employment with the Company). Scheduled vesting of all RSUs for each of the named executive officer is as follows: Vesting Date 2010...

  • Page 79
    ... in 2012 in September 2010 pursuant to a Rule 10b5-1 stock trading plan. Mr. Breen entered into the plan as part of his personal long-term financial, estate and tax planning strategy, and to provide for the orderly liquidation of his stock options prior to their expiration. 2011 Proxy Statement 71

  • Page 80
    ... 24, 2010. Mr. Breen is the only named executive officer of the Company with a pension benefit. Number of Years Credited Service (#) (c) Present Value of Accumulated Benefit ($) (d)(2) Payments During Last Fiscal Year ($) (e) Name (a) Plan Name (b)(1) Edward D. Breen ...(1) Employment Agreement...

  • Page 81
    ... her base salary and up to 100% of his or her performance bonus. Amounts in column (d) include earnings or (losses) on 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...

  • Page 82
    ... are based on Tyco's closing NYSE share price of $38.55 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...

  • Page 83
    ... 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 other named executive is eligible for this benefit. For each of the other named executive officers, severance...

  • Page 84
    ... oversees Tyco's financial 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...

  • Page 85
    ...statements in Tyco's Annual Report on Form 10-K for the fiscal year ended September 24, 2010 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...

  • Page 86
    ... 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, Tyco will reimburse brokers, dealers, banks and trustees or...

  • Page 87
    ...The number of common shares outstanding as of November 5, 2010 was 489,442,702. Act). 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 2011 annual general meeting of...

  • Page 88
    ...71 Directors, 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...

  • Page 89
    ..., 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 90
    ...announcement, we no longer plan to pursue the tax-free spin-off of our Electrical and Metal Products business as proposed on April 27, 2010. See Note 25 to the Consolidated Financial Statements. On May 14, 2010, we acquired all of the outstanding equity of Brink's Home Security Holdings, Inc. (''BHS...

  • Page 91
    ... triggered. Our other solutions include: access control systems for sensitive areas such as government facilities and 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...

  • Page 92
    ... allow ADT Worldwide to offer 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...

  • Page 93
    ... operates an extensive network of sales, service and distribution centers to serve a wide range of global customers. Competition The flow control industry is highly fragmented, consisting of many local and regional companies and a few global competitors. We compete against a number of international...

  • Page 94
    ... systems contracts primarily on the basis of service, quality and price. Electrical and Metal Products During the third quarter of 2010, we announced our intention to pursue a tax-free spin-off of our Electrical and Metal Products business. On November 9, 2010, we announced an agreement to sell...

  • Page 95
    ... and sells fire suppression, electronic security and life safety products, including fire suppression products, breathing apparatus, intrusion, security, access control and video management systems. In addition, Safety Products manufactures products installed and serviced by ADT Worldwide and...

  • Page 96
    ... Products businesses utilize a worldwide network of sales offices and operate globally under various trade names, including Scott, Protector, Ansul, Grinnell, Tyco, Software House, American Dynamics, DSC and Bentel. Customers In addition to selling to our ADT Worldwide and Fire Protection Services...

  • Page 97
    ... protection, government contracts, international trade, environmental protection, labor and employment, tax, licensing and others. For example, most U.S. states in which we operate have licensing laws directed specifically toward the alarm and fire suppression industries. Our ADT Worldwide business...

  • Page 98
    ... 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 99
    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 this Annual Report on Form 10-K, at the SEC's Public Reference Room at 100 F Street, N.E., ...

  • Page 100
    ... entrants in our markets. For example, a number of cable and other telecommunications companies have introduced interactive security services that are competitive with the products and services offered through our ADT Worldwide business. Although these competitive products and services are currently...

  • Page 101
    ... our financial condition, results of operations or cash flows. Volatility in currency exchange rates, commodity prices and interest rates may adversely affect our financial condition, result of operations or cash flows. We are exposed to a variety of market risks, including the effects of changes in...

  • Page 102
    ... costs to our customers or otherwise effectively manage price volatility and this could have a material adverse effect on our financial condition, results of operations or cash flows. Further, in a declining price environment, our operating margins may contract because we account for inventory using...

  • Page 103
    ... the loss of customers, provide an opportunity for competing products to gain market acceptance and otherwise adversely affect our financial condition, results of operations or cash flows. Failure to retain or attract qualified personnel could adversely affect our business. The Company's culture and...

  • Page 104
    ... of operations or cash flows. We are subject to a significant number of claims and are named as a defendant in numerous lawsuits, including claims for damages arising out of the use or installation of our products or services, litigation alleging the infringement of intellectual property rights...

  • Page 105
    ... conflict with local customs and practices. We cannot assure you that our internal control policies and procedures always will protect us from reckless or criminal acts committed by our employees or agents. Furthermore, we are subject to investigations by the DOJ and the SEC related to allegations...

  • Page 106
    ... to our financial condition, results of operations or cash flows. Our operations expose us to the risk of material environmental liabilities, litigation and violations. We are subject to numerous foreign, federal, state and local environmental protection and health and safety laws governing, among...

  • Page 107
    ... 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 sites and manufacturing...

  • Page 108
    ... working capital, capital expenditures, research and development efforts and other general corporate purposes, including dividend payments; • increase our vulnerability to adverse economic and industry conditions; • limit our flexibility in planning for, or reacting to, changes in our businesses...

  • Page 109
    ... pay amounts in excess of our agreedupon share of our, Covidien's and Tyco Electronics' tax liabilities. 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...

  • Page 110
    ... provisions of the U.S. federal or state securities laws, U.S. investors may find it difficult to: • effect service within the United States upon Tyco or its directors and officers located outside the United States; • enforce judgments obtained against those persons in U.S. courts or in courts...

  • Page 111
    ..., 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 112
    ... potential payments of such estimated amounts will not have a material adverse effect on its financial position, results of operations or cash flows. Asbestos Matters The Company and certain of its subsidiaries along with numerous other companies are named as defendants in personal injury lawsuits...

  • Page 113
    ...position, results of operations, cash flows or the effective tax rate in future reporting periods. For a detailed discussion of income tax matters and audits, see Note 6 of the Consolidated Financial Statements. Compliance Matters As previously reported in the Company's periodic filings, the Company...

  • Page 114
    ... effect on the Company's financial position, results of operations or cash flows. Covidien and Tyco Electronics agreed, in connection with the Separation, to cooperate with the Company in its responses regarding these matters. Any judgment required to be paid or settlement or other cost incurred by...

  • Page 115
    ... authorized dealers upon purchasing customer accounts. The investigation related to accounting practices employed by the Company's former management, which were discontinued in 2003. Although the Company settled with the SEC in 2006, a number of former dealers and related parties have filed lawsuits...

  • Page 116
    ... number of shares were outstanding before and after the Change of Domicile, which reduced share premium and increased common shares; and (3) the remaining amount of share premium was eliminated with a corresponding increase to contributed surplus. Year Ended September 24, 2010 Market Price Dividends...

  • Page 117
    ... four quarterly installments, the timing of which will be determined by our Board of Directors. The timing, declaration and payment of future dividends to holders of our common shares will depend upon many factors, including our financial condition and results of operations, the capital requirements...

  • Page 118
    ... 2005 2006 Tyco International Ltd. 2007 2008 S&P 500 Index 2009 2010 S&P 500 Industrials Index 20DEC201018280626 Total Return To Shareholders (Includes reinvestment of dividends) Annual Return Percentage Years Ended 9/07 9/08 9/09 Company/Index 9/06 9/10 Tyco International Ltd...S&P 500...

  • Page 119
    ... to Board members, officers and non-officer employees. Amount shown under number of securities to be issued upon exercise of outstanding options includes 205,044 deferred stock unit (''DSU'') grants and dividend equivalents earned on each DSU account, 19,725,390 shares to be issued upon exercise...

  • Page 120
    ... Revenue approved plan for UK employees pursuant to which employees were granted options to purchase shares at the end of three years of service at a 15% discount off of the market price at time of grant. Employees made monthly contributions that were, at the election of the employee, used for the...

  • Page 121
    ... should be read in conjunction with Tyco's Consolidated Financial Statements and related Notes included elsewhere in this Annual Report as well as the section of this Annual Report titled Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 2010 2009(1) 2008...

  • Page 122
    ..., 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 123
    ...used to fund the acquisition. Broadview Security is being integrated into the Company's ADT Worldwide segment. Broadview Security's core business is to provide security alarm monitoring services for residential and commercial properties in North America. It has a large residential recurring customer...

  • Page 124
    ...opportunities, improve productivity across all of our businesses, make acquisitions that strategically fit within our ADT Worldwide, Fire Protection Services and Flow Control businesses and return capital to shareholders. On September 8, 2010, our Board of Directors approved a new $1.0 billion share...

  • Page 125
    ...and intangible asset impairments, operating income (loss) and operating margin for ADT Worldwide for the years ended September 24, 2010, September 25, 2009 and September 26, 2008 were as follows ($ in millions): 2010 2009 2008 Revenue from product sales ...Service revenue ...Net revenue ...Goodwill...

  • Page 126
    ... growth in both Latin American and Asia Pacific regions as ADT Worldwide continues to focus on building its customer account and recurring revenue base in these markets. The Asia-Pacific region experienced an increase in system installation, products sales and other service revenue which was 38...

  • Page 127
    ... and Asia. Product sales and installation and other service revenue declined 15.6% 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 weakness in the commercial markets...

  • Page 128
    ... exchange rates of $45 million. The decrease was further driven by the decline in sales volume as well as an increase in bad debt charges, both as a result of the weakness experienced in the commercial markets, including the retailer end market, and adverse global economic conditions. Operating...

  • Page 129
    ... operating margins and percentage changes have not been presented as management believes such calculations are not meaningful. Revenue from product sales includes sales and installation of fire protection and other systems. Service revenue consists of inspection, maintenance, service and monitoring...

  • Page 130
    ... exchange rates discussed above as well as weakness in the European commercial markets. Additionally, revenue in our North America SimplexGrinnell business decreased by $117 million, 5.5%, primarily due to a decline in systems installation and upgrade activity in the sprinkler business. Operating...

  • Page 131
    ... no additional charges during 2010. Net revenue for Electrical and Metal Products decreased $880 million, or 38.7%, in 2009 as compared to 2008. The decrease in revenue was primarily due to lower volume and selling prices of steel products largely resulting from a decline in the commercial market in...

  • Page 132
    ... in the commercial construction 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...

  • Page 133
    ... pertaining to the accounting for uncertain income taxes. We also recorded $6 million of expense for other activity in accordance with the Tax Sharing Agreement during 2008. Income Taxes Effective Income Tax Rate Our effective income tax rate was 10.9% for 2010. Our tax rate was favorably impacted...

  • Page 134
    ... in the Consolidated Balance Sheets as payment is not expected within one year. Other Income Tax Matters In connection with the spin-offs of Covidien and Tyco Electronics from Tyco, Tyco entered into a Tax Sharing Agreement that governs the rights and obligations of each party with respect...

  • Page 135
    ...business environment related to the retailer end market of our ADT Worldwide and Safety Products segments. As a result of the triggering events, we performed long-lived asset, goodwill and intangible asset impairment tests for these reporting units and certain of our trade names and franchise rights...

  • Page 136
    ... method. The Company uses a straight-line method with a 14-year life for non-pooled subscriber system assets (primarily in Europe and Asia) and related deferred revenue, with remaining balances written off upon customer termination. Revenue Recognition-Contract sales for the installation of fire...

  • Page 137
    ... basis, we re-evaluate the assumptions used to perform the annual analysis and record an expense as necessary to reflect changes in the estimated liability and related insurance asset. See Note 14 to the financial statements for a discussion of management's judgments applied in the recognition and...

  • Page 138
    ... revenue and operating income growth rates) discounted using an estimated weighted-average cost of capital for market participants. A market approach, utilizing observable market data such as comparable companies in similar lines of business that are publicly traded or which are part of a public...

  • Page 139
    ... the case of inactive plans over the average remaining life expectancy of participants. 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...

  • Page 140
    .... This ratio is a measure of our long-term liquidity and is an indicator of financial flexibility. We continue to monitor market conditions and assess the impact, if any, on our financial position, results of operations and cash flows. More than 95% of our U.S. and non-U.S. funded pension plans are...

  • Page 141
    ...net ...Class action settlement liability ...Net change in working capital ...Interest income ...Interest expense ...Income tax expense ...Other cash flow items: Capital expenditures, net(2) ...(Increase) decrease in the sale of accounts receivable Accounts purchased by ADT ...Purchase accounting and...

  • Page 142
    ... operations primarily within our Safety Products, Flow Control, and ADT Worldwide segments. During the second quarter of 2008, Tyco released $2,960 million of funds placed in escrow during the third quarter of 2007 as well as $60 million of interest earned on those funds for the benefit of the class...

  • Page 143
    ... the Board of Directors approved a new $1.0 billion share repurchase program (''2010 Share Repurchase Program''). On March 10, 2010, our shareholders approved an annual dividend on our common shares of CHF 0.90 per share, which is being paid in the form of a return on capital in four installments of...

  • Page 144
    ... purchases of goods and services. Other long-term liabilities excluded from the above contractual obligation table primarily consist of the following: pension and postretirement costs, income taxes, warranties and environmental liabilities. We are unable to estimate the timing of payment for these...

  • Page 145
    ... revenue-in-force and long-term deferred revenue for upfront fees paid by customers for ADT owned security systems. Revenue-in-force represents 12 months' revenue associated with monitoring and maintenance services under contract in the security business. ADT Worldwide's backlog of $6.6 billion and...

  • Page 146
    ... Commission (''SEC''), or in Tyco's communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls, regarding expectations with respect to sales, earnings, cash flows, operating and tax efficiencies, product...

  • Page 147
    ... tax rate changes, new tax laws or treaties and revised tax law interpretations); • results and consequences of Tyco's internal investigations and governmental investigations concerning the Company's governance, management, internal controls and operations including its business operations...

  • Page 148
    ... is made in February 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 these dividends in U.S. dollars, based on exchange rates in effect shortly before the payment date. Fluctuations in the...

  • Page 149
    ... are presented following Item 15 of this report: Financial Statements: Management's Responsibility for Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Statements of Operations for the years ended September 24, 2010, September 25, 2009 and September 26, 2008...

  • Page 150
    ... reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records...

  • Page 151
    ... an evaluation of the design of the Company's internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of our Board of Directors. Based on our...

  • Page 152
    ...be found under the captions ''Executive Officer Compensation,'' ''Compensation of Non-Employee Directors,'' and ''Governance of the Company'' of our 2011 Proxy Statement. Such information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and...

  • Page 153
    PART IV Item 15. Exhibits and Financial Statement Schedules (a) (1) and (2) Financial Statements and Supplementary Data-See Item 8. (3) Exhibit Index: Exhibit Number 2.1 Separation and Distribution Agreement by and among Tyco International Ltd., Covidien Ltd., and Tyco Electronics Ltd., dated ...

  • Page 154
    ... Retirement Plan, dated April 30, 2004 (Incorporated by reference to Exhibit 10.8 to Tyco International Ltd.'s Annual Report on Form 10-K for the fiscal year ended September 30, 2004 filed on December 14, 2004).(1) 4.8 4.9 4.10 10.1 10.2 10.3 10.4 10.5 10.6 10.7 66 2010 Financials

  • Page 155
    ... Number 10.8 The Tyco International Ltd. Long Term Incentive Plan II (Incorporated by reference to Exhibit 10.1 to Tyco International Ltd.'s Registration Statement on Form S-8 (No. 333-75037) filed March 25, 1999).(1) Change in Control Severance Plan for Certain U.S. Officers and Executives dated...

  • Page 156
    ... 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith). Financial statements from the Annual Report on Form 10-K of Tyco International Ltd. for the fiscal year ended September 24, 2010 formatted in XBRL: (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the...

  • Page 157
    ... duly caused this 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 12, 2010 Pursuant to...

  • Page 158
    ... 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: /s/ JUDITH A. REINSDORF Judith A. Reinsdorf Attorney-in-fact 70 2010 Financials

  • Page 159
    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 160
    .... 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 2010, we continued to...

  • Page 161
    ... date of defined benefit pension and other postretirement plans effective September 27, 2008. We have also audited, 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 24, 2010...

  • Page 162
    ...accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the fiscal year ended September 24, 2010 of the Company and our report dated November 11, 2010 expressed an unqualified...

  • Page 163
    ...INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended September 24, 2010, September 25, 2009 and September 26, 2008 (in millions, except per share data) 2010 2009 2008 Revenue from product sales ...Service revenue ...Net revenue ...Cost of product sales ...Cost of services ...Selling...

  • Page 164
    ... held for sale ...Total current liabilities ...Long-term debt ...Deferred revenue ...Other liabilities ...Total Liabilities ...Commitments and Contingencies (see Note 14) Tyco Shareholders' Equity: Common shares, CHF 6.70 par value, 814,801,671 shares authorized, 514,502,770 shares issued as of...

  • Page 165
    ...Currency translation ...Unrealized gain on marketable securities and derivative instruments, net of income taxes of $5 million ...Retirement plans, net of income tax benefit of $107 million (see Note 18) ...Total comprehensive loss ...Change of Domicile (see Note 16) Reclassification of shares owned...

  • Page 166
    TYCO INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Continued) For the Year Ended September 24, 2010, September 25, 2009 and September 26, 2008 (in millions) Number of Common Shares Common Shares at Par Value (see Note 16) Accumulated Earnings (Deficit) Accumulated Other ...

  • Page 167
    ... ...Accounts payable ...Accrued and other liabilities ...Income taxes, net ...Class action settlement liability ...Other ...Net cash provided by (used in) operating activities ...Net cash provided by discontinued operating activities ...Cash Flows From Investing Activities: Capital expenditures...

  • Page 168
    ..., relating to the Tax Sharing Agreement is included in other expense, net. Revenue related to the sale of electronic tags and labels utilized in retailer anti-theft systems is classified as revenue from product sales. In reporting periods prior to the first quarter of fiscal 2010, revenue related to...

  • Page 169
    ... products, sales of security systems, billings for monitoring and maintenance services and contract sales. Revenue from the sales of products is recognized at the time title and risks and rewards of ownership pass. This is generally when the products reach the free-on-board shipping point, the sales...

  • Page 170
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation and Summary of Significant Accounting Policies (Continued) based on the ratio of actual cost incurred to total estimated cost at completion. Revisions to cost estimates as contracts progress have the effect ...

  • Page 171
    ... security monitoring arrangements under which the Company retains ownership of the security system assets in a customer's residence or place of business. Installation costs represent costs incurred to prepare the asset for its intended use. The Company pays property taxes on the subscriber system...

  • Page 172
    ... FINANCIAL STATEMENTS 1. Basis of Presentation and Summary of Significant Accounting Policies (Continued) subscriber system assets (primarily in Europe and Asia) and related deferred revenue, with remaining balances written off upon customer termination. Long-Lived Asset Impairments-Tyco reviews...

  • Page 173
    ... STATEMENTS 1. Basis of Presentation and Summary of Significant Accounting Policies (Continued) During the first six months (twelve months in certain circumstances) after the purchase of the customer contract, any cancellation of monitoring service, including those that result from customer payment...

  • Page 174
    ... party insurers when recovery has been determined to be probable. Financial Instruments-The Company may use interest rate swaps, currency swaps, forward and option contracts and commodity swaps to manage risks generally associated with interest rate risk, foreign exchange risk and commodity prices...

  • Page 175
    ... the Company's financial position, results of operations or cash flows. See Note 15. In June 2008, the Financial Accounting Standards Board (''FASB'') ratified authoritative guidance for determining whether instruments granted in share-based payment transactions are participating securities. The...

  • Page 176
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation and Summary of Significant Accounting Policies (Continued) did not have a material impact on the Company's historical annual or quarterly basic and diluted earnings per share. See Note 7 for additional ...

  • Page 177
    ... long-term strategy. During the third quarter of 2010, the Board of Directors approved a plan to pursue a tax-free spin-off of Tyco's Electrical and Metal Products business. On November 9, 2010, the Company announced an agreement to sell a 51% interest in its Electrical and Metal Products business...

  • Page 178
    ... been recorded had the asset been continuously classified as held and used. Discontinued Operations Fiscal 2010 During the quarter ended June 25, 2010, the Board of Directors approved a plan to sell the Company's European water business, which is part of the Company's Flow Control segment. Subject...

  • Page 179
    ...Consolidated Statements of Operations for the year 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...

  • Page 180
    ... and divestiture charges, net in the Company's Consolidated Statements of Operations in connection with the divestiture and writedown to fair value less cost to sell of certain businesses that did not meet the criteria for discontinued operations. The net gain for 2010 includes the $53 million gain...

  • Page 181
    ... For the Year Ended September 24, 2010 Employee Facility Exit Charges Charges Severance and and Other Reflected in Reflected in Benefits Charges Cost of Sales SG&A Total ADT Worldwide ...Flow Control ...Fire Protection Services ...Electrical and Metal Products Safety Products ...Corporate and Other...

  • Page 182
    ... and pre-2006 actions include employee severance and benefits as well as facility exit costs for long-term non-cancelable lease obligations with expiration dates that range from 2011 to 2022 primarily within the Company's ADT Worldwide, Safety Products and Fire Protection Services segments. The...

  • Page 183
    ... business. Broadview Security is also a leader in technologies and services, which are expected to enhance ADT Worldwide's service offerings to its customers. The Company expects to realize cost savings and other synergies through operational efficiencies including consolidation of both marketing...

  • Page 184
    ... common shares outstanding as of May 14, 2010 electing mixed consideration or not making an election ...Exchange ratio ...Tyco shares issued to Broadview Security shareholders making a mixed election or not making an election ...Total Tyco common shares issued ...Tyco's average common share price on...

  • Page 185
    ...): Net current assets(1) ...Subscriber systems ...Other property, plant and equipment ...Total property, plant and equipment ...Contracts and related customer relationships (10-year weighted average useful life) Other intangible assets (4-year weighted average useful life) ...Total intangible assets...

  • Page 186
    ...costs during the year ended September 24, 2010. Both acquisition and integration costs have been recorded within selling, general and administrative expenses in the Company's Consolidated Statement of Operations for the year ended September 24, 2010. The Company's ADT Worldwide segment and Corporate...

  • Page 187
    ... income on cash used to fund the acquisition and Tyco dividends assumed to be paid to Broadview Security shareholders; and • All of the above pro forma adjustments were tax effected using a statutory tax rate of 39% The supplemental pro forma financial information for the year ended September...

  • Page 188
    ... Electronics Corporation (''Sensormatic'') and granted Winner rights to sell, install and service certain Sensormatic products and entitled Winner and SSC to commissions on Sensormatic products sold, installed or shipped into its franchise territories. Additionally, the Company's ADT Worldwide...

  • Page 189
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Income Taxes Significant components of the income tax provision for 2010, 2009 and 2008 are as follows ($ in millions): 2010 2009 2008 Current: United States: Federal ...State ...Non-U.S...Current income Deferred: United ...

  • Page 190
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Income Taxes (Continued) The reconciliation between U.S. federal income taxes at the statutory rate and the Company's provision for income taxes on continuing operations for the years ended September 24, 2010, September 25, ...

  • Page 191
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Income Taxes (Continued) Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax ...

  • Page 192
    ... the next twelve months. Tax Sharing Agreement and Other Income Tax Matters 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 193
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Income Taxes (Continued) Under the Tax Sharing Agreement, the Company shares responsibility for certain of Tyco's, Covidien's and Tyco Electronics' income tax liabilities, which result in cash payments, based on a sharing ...

  • Page 194
    ...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 settlement did not have a material effect to the Company's results of operations, financial position...

  • Page 195
    ... whether instruments granted in share-based payment transactions are participating securities in the first quarter of fiscal 2010. The Company historically issued certain restricted stock awards that vest over a period of three years which contained non-forfeitable rights to dividends and should be...

  • Page 196
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. Earnings Per Share (Continued) The reconciliations between basic and diluted earnings per share attributable to Tyco common shareholders for 2010, 2009 and 2008 are as follows (in millions, except per share data): 2010 Income ...

  • Page 197
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Investments As of September 24, 2010 and September 25, 2009, the Company had available-for-sale investments with a fair value of $283 million and $340 million, and a cost basis of $277 million and $334 million, respectively. ...

  • Page 198
    ...overall market capitalization. There were no goodwill impairments as a result of performing the company's 2010 annual impairment test. During the first quarter of 2010, businesses were realigned among the ADT Worldwide and Fire Protection Services segments, ADT Worldwide and Safety Products segments...

  • Page 199
    ... mentioned businesses. The Company determined that these events and changes in circumstances constituted triggering events for the following six reporting units: Europe, Middle East and Africa (''EMEA'') Security and EMEA Fire reporting units within the ADT Worldwide and Fire Protection Services...

  • Page 200
    ... revenue and operating income growth rates) discounted using an estimated weighted average cost of capital of market participants. A market approach, utilizing observable market data such as comparable companies in similar lines of business that are publicly traded or which are part of a public...

  • Page 201
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. Goodwill and Intangible Assets (Continued) 2009. Specifically, the Company recorded the following non-cash goodwill impairment charges at the following reporting units ($ in millions): Reporting Unit Pre-tax Charge After-tax ...

  • Page 202
    ...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 2009, the continued existence of these conditions...

  • Page 203
    ... Company's Key Employee Loan Program, which is now discontinued, except 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...

  • Page 204
    ... appealing the Court's ruling. During 2010, 2009 and 2008, the Company engaged in commercial transactions in the normal course of business with companies where the Company's Directors were employed and served as officers. Purchases from these companies during each year aggregated less than 1 percent...

  • Page 205
    ... base rate. TIFSA's bank credit agreements contain customary terms and conditions, and financial covenants that limit the ratio of the Company's debt to earnings before interest, taxes, depreciation, and amortization and that limit its ability to incur subsidiary debt or grant liens on our property...

  • Page 206
    ... 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 207
    ...the Company's financial position, results of operations or cash flows. There are certain guarantees or indemnifications extended among Tyco, Covidien and Tyco Electronics in accordance with the terms of the Separation and Distribution Agreement and the Tax Sharing Agreement. The guarantees primarily...

  • Page 208
    ...the Tax Sharing Agreement. See Note 6. 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...

  • Page 209
    ... of business, Tyco is exposed to market risk arising from changes in currency exchange rates, interest rates and commodity prices. The Company uses derivative financial instruments to manage exposures to foreign currency, interest rate and commodity price risks. The Company's objective for utilizing...

  • Page 210
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. Financial Instruments (Continued) Foreign Currency Exposures The Company manages foreign currency exchange rate risk through the use of derivative financial instruments comprised principally of forward contracts on foreign ...

  • Page 211
    ... of practice, the Company deals with major banks worldwide having long-term Standard & Poor's and Moody's credit ratings of Aǁ/A3 or higher. To further reduce the risk of loss, the Company generally enters into International Swaps and Derivatives Association master agreements with substantially all...

  • Page 212
    ... LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. Financial Instruments (Continued) Investments Investments primarily include U.S. government obligations, U.S. government agency securities and corporate debt securities. When available, the Company uses quoted market prices to determine the fair...

  • Page 213
    ...2010, 2009 and 2008, respectively. The Company also has facility and equipment commitments under capital leases. Following is a schedule of minimum lease payments for non-cancelable leases as of September 24, 2010 ($ in millions): Operating Leases Capital Leases 2011 ...2012 ...2013 ...2014 ...2015...

  • Page 214
    ...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 these contingencies being shared equally among the parties. In addition, under the agreement, the Company will manage and control all the...

  • Page 215
    ... payment of such estimated amounts will not have a material adverse effect on its financial position, results of operations or cash flows. Asbestos Matters The Company and certain of its subsidiaries along with numerous other companies are named as defendants in personal injury lawsuits based...

  • Page 216
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. Commitments and Contingencies (Continued) Annually, the Company performs a detailed analysis with the assistance of outside legal counsel and other experts to update its estimated asbestos-related assets and liabilities. Due ...

  • Page 217
    ... effect on the Company's financial position, results of operations or cash flows. Covidien and Tyco Electronics agreed, in connection with the Separation, to cooperate with the Company in its responses regarding these matters. Any judgment required to be paid or settlement or other cost incurred by...

  • Page 218
    ... contingency and believes that its quarterly payments are recoverable. Broadview Security Contingency On May 14, 2010, the Company acquired Broadview Security, which is a business that was formerly owned by The Brink's Company. Under the Coal Industry Retiree Health Benefit Act of 1992, as amended...

  • Page 219
    ... authorized dealers upon purchasing customer accounts. The investigation related to accounting practices employed by the Company's former management, which were discontinued in 2003. Although the Company settled with the SEC in 2006, a number of former dealers and related parties have filed lawsuits...

  • Page 220
    ...of prior service cost (credit) ...Amortization of net actuarial loss ...Plan settlements, curtailments and special termination benefits ...Weighted-average assumptions used to determine net pension cost during the year: Discount rate ...Expected return on plan assets ...Rate of compensation increase...

  • Page 221
    ...Plan settlements, curtailments and special termination benefits Currency translation ...Change in plan assets: Fair value of plan assets as of beginning of year ...Actual return (loss) on plan assets ...Employer contributions ...Employee contributions ...Acquisitions/divestitures ...Plan settlements...

  • Page 222
    ... loss recognized ...Weighted-average assumptions used to determine pension benefit obligations at year end: Discount rate ...Rate of compensation increase ... 5.0% 4.0% 5.5% 4.0% 5.0% 3.5% 5.6% 4.2% The accumulated benefit obligation for all U.S. plans as of September 24, 2010 and September 25...

  • Page 223
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. Retirement Plans (Continued) In determining the expected return on plan assets, the Company considers the relative weighting of plan assets by class, historical performance of asset classes over long-term periods, asset class ...

  • Page 224
    ... are valued at the closing price reported in the active market in which the individual security is traded. Government and agency securities and corporate debt securities are valued using the most recent bid prices or occasionally the mean of the latest bid and ask prices when markets are less liquid...

  • Page 225
    ... consist primarily of short-term commercial paper, bonds and other cash or cash-like instruments including settlement proceeds due from brokers, stated at cost, which approximates fair value. The following table sets forth a summary of pension plan assets valued using NAV or its equivalent...

  • Page 226
    ... compensation expense was not material for 2010, 2009 and 2008. Postretirement Benefit Plans-The Company generally does not provide postretirement benefits other than pensions for its employees. However, certain acquired operations provide these benefits to employees who were eligible at the date...

  • Page 227
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. Retirement Plans (Continued) Net periodic postretirement benefit cost for 2010, 2009 and 2008 is as follows ($ in millions): 2010 2009 2008 Service cost . Interest cost Amortization Amortization ...of of ...prior service ...

  • Page 228
    ... on postretirement benefit obligation ...16. Tyco Shareholders' Equity Dividends $- 4 $- (4) Pursuant to Swiss law, dividend payments made prior to January 1, 2011 are subject to Swiss withholding taxes unless made in the form of a return of capital from the Company's registered share capital. As...

  • Page 229
    ...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 Statements. Change in...

  • Page 230
    ... compensation cost recognized during 2008 was $104 million, which includes $100 million in selling, general and administrative expenses and $4 million in discontinued operations. The Company has recognized a related tax benefit associated with its share-based compensation arrangements during 2010...

  • Page 231
    ... closing market price of the common shares on the date the option is granted. 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 four years and will generally expire 10 years after the date of...

  • Page 232
    TYCO INTERNATIONAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. Share Plans (Continued) life is based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. The risk-free interest rate is based on U.S. Treasury zero-coupon ...

  • Page 233
    ... SAYE Plan, eligible employees in the United Kingdom were granted options to purchase shares at the end of three years of service at 85% of the market price at the time of grant. Options under the SAYE Plan are generally exercisable after a period of three years and expire six months after the date...

  • Page 234
    ... the passage of time, the fair value of DSUs is determined based on the closing market price of the Company's shares on the grant date and is amortized to expense over the vesting period. Recipients of DSUs do not have the right to vote and receive cash dividends. However, they 146 2010 Financials

  • Page 235
    ... STATEMENTS 17. Share Plans (Continued) have the right to receive dividend equivalent units. Conditions of vesting are determined at the time of grant. Under the 2004 Plan, grants made to executives generally vested in equal annual installments over three years while DSUs granted to the Board...

  • Page 236
    ..., 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 237
    ... - $16,882 $ 7,802 3,952 3,813 2,272 1,889 5 $19,733 (1) Revenue by operating segment excludes intercompany transactions. 2010 2009(1) 2008 Operating income (loss): ADT Worldwide ...Flow Control ...Fire Protection Services ...Electrical and Metal Products Safety Products ...Corporate and Other...

  • Page 238
    ... for the years ended September 24, 2010, September 25, 2009 and September 26, 2008 are as follows ($ in millions): 2010 2009 2008 Depreciation and amortization: ADT Worldwide ...Flow Control ...Fire Protection Services ...Electrical and Metal Products . . Safety Products ...Corporate and Other...

  • Page 239
    ... create two new businesses: Tyco Security Solutions and Tyco Fire Protection. Tyco Security Solutions will consist of the Company's ADT Worldwide segment as well as manufacturing security products including intrusion, security, access control and video management systems previously manufactured by...

  • Page 240
    ... Long-term pension and postretirement liabilities Deferred income tax liability-non-current ...Income taxes payable-non-current ...Other ...Other liabilities ...21. Inventory Inventories consisted of the following ($ in millions): September 24, 2010 September 25, 2009 Purchased materials and Work...

  • Page 241
    ...(loss) from discontinued operations, net of income taxes . . Net income attributable to Tyco common shareholders ...Diluted earnings per share attributable to Tyco common shareholders: Income from continuing operations ...Income (loss) from discontinued operations, net of income taxes . . Net income...

  • Page 242
    ...CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Year Ended September 24, 2010 ($ in millions) Tyco International Ltd. Tyco International Finance S.A. Other Subsidiaries Consolidating Adjustments Total Net revenue ...Cost of product sales and services . . Selling, general and administrative...

  • Page 243
    ...CONDENSED CONSOLIDATING 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 and services . . Selling, general and administrative...

  • Page 244
    ... CONSOLIDATING STATEMENT OF OPERATIONS For the Year Ended September 26, 2008 ($ in millions) Tyco International Ltd. Tyco International Finance S.A. Other Subsidiaries Consolidating Adjustments Total Net revenue ...Cost of product sales and services . . Selling, general and administrative...

  • Page 245
    ... Ltd. Tyco International Finance S.A. Other Subsidiaries Consolidating Adjustments Total Assets Current Assets: Cash and cash equivalents ...Accounts receivable, net ...Inventories ...Intercompany receivables ...Prepaid expenses and other current Deferred income taxes ...Assets held for sale...

  • Page 246
    ... Ltd. Tyco International Finance S.A. Other Subsidiaries Consolidating Adjustments Total Assets Current Assets: Cash and cash equivalents ...Accounts receivable, net ...Inventories ...Intercompany receivables ...Prepaid expenses and other current Deferred income taxes ...Assets held for sale...

  • Page 247
    ... STATEMENT OF CASH FLOWS For the Year Ended September 24, 2010 ($ in millions) Tyco International Ltd. Tyco International Finance S.A. Other Subsidiaries Consolidating Adjustments Total Cash Flows From Operating Activities: Net cash (used in) provided by operating activities ...Net cash...

  • Page 248
    ...common shares by subsidiary . . Net intercompany loan repayments ...Decrease in equity from parent ...Transfer from discontinued operations ...Other ...Net cash used in financing activity ...Net cash used in discontinued financing activities ...Effect of currency translation on cash ...Net (decrease...

  • Page 249
    ... by discontinued operating activities ...Cash Flows From Investing Activities: Capital expenditures ...Proceeds from disposal of assets ...Acquisition of businesses, net of cash acquired . Accounts purchased by ADT ...Divestiture of businesses, net of cash retained . Class action settlement escrow...

  • Page 250
    ... on the transaction. Consistent with its annual equity compensation practices, on October 12, 2010, the Company granted Tyco employees 3.9 million share options with a weighted-average grant-date fair value of $9.13 per share at the date of grant. Additionally, the Company granted 1.4 million and...

  • Page 251
    TYCO INTERNATIONAL LTD. SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS ($ in millions) Balance as of Beginning of Year Additions Charged to Income Divestitures and Other Balance as of End of Year Description Deductions Accounts Receivable: Year Ended September 26, 2008 . . Year Ended September 25,...

  • Page 252
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  • Page 253
    ...in cost of product sales and services. However, during 2010 the Company began to report the portion of personnel expense reflected in both cost of product sales and services and selling, general and administrative. b) Fire Insurance Value of Property, Plant and Equipment The Company's fire insurance...

  • Page 254
    ...$1,500 per day for each special committee meeting that he or she attends. No such fees were paid in fiscal 2010 or 2009. A Director who is also an employee receives no additional remuneration for services as a Director. For fiscal 2010 and for future grants, the Company has changed the date on which...

  • Page 255
    ... Board at the Annual General Meeting on March 10, 2010. Admiral Blair retired from the Board on January 30, 2009. (2) For fiscal 2010, this column reflects the fair value of the entire amount of awards granted to Directors in fiscal 2010 calculated in accordance with Financial Accounting Standards...

  • Page 256
    ... different calendar years. In addition, all other compensation includes the value of the discount on home security systems installed by the Company in Directors' homes and discounts on security monitoring services. These discounts did not exceed $356 and $317 for any Director in fiscal 2010 and 2009...

  • Page 257
    ...statements. All Other Compensation: The amounts reported in column (h) 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...

  • Page 258
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  • Page 259
    TYCO INTERNATIONAL LTD., SCHAFFHAUSEN Report of the Statutory Auditor on the Consolidated Financial Statements for the Fiscal Year Ended September 24, 2010

  • Page 260
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  • Page 261
    ...financial statements of Tyco International Ltd., which comprise the consolidated balance sheet, statement of operations, statement of shareholders' equity, cash flow statement and notes (2010 Financials pages 75 to 162) for the fiscal year ended September 24, 2010. Board of Directors' Responsibility...

  • Page 262
    ...CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors. We recommend that the consolidated financial statements submitted to you be...

  • Page 263
    TYCO INTERNATIONAL LTD., SCHAFFHAUSEN Financial Statements and Report of the Statutory Auditor for the Fiscal Year Ended September 24, 2010

  • Page 264
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  • Page 265
    ... Report on the financial statements As statutory auditor, we have audited the accompanying financial statements of Tyco International Ltd., which comprise the balance sheet, statement of operations and notes for the fiscal year ended September 24, 2010. Board of Directors' Responsibility The Board...

  • Page 266
    ...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 you be approved. Deloitte...

  • Page 267
    TYCO INTERNATIONAL LTD. BALANCE SHEET AS OF SEPTEMBER 24, 2010 SWISS FRANCS Sep. 24, 2010 Sep. 25, 2009 NOTES ASSETS CURRENT ASSETS Cash ...Accounts receivable from third parties ...Accounts receivable from affiliated companies . Own shares ...Prepaid expenses ...69,374 66,189,648 1,076,161,978 ...

  • Page 268
    TYCO INTERNATIONAL LTD. STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010 SWISS FRANCS Mar. 12, 2009 to Sep. 24, 2010 Sep. 25, 2009 NOTES INCOME Dividend income ...Other income ...Foreign currency exchange gain ...Interest income from affiliated companies EXPENSES ......

  • Page 269
    ... rate at the transaction date. Unrealized exchange losses are recorded in the statement of operations and unrealized exchange gains are deferred until realized. d) Financial instruments The Company may use interest rate swaps, currency swaps and forward and option contracts to manage risks generally...

  • Page 270
    ... in 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 271
    TYCO INTERNATIONAL LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010 (Continued) 3. GUARANTEES (Continued) separation date, Tyco assumed primary liability on any remaining such support. The Company's obligations were CHF 3,678,153 and CHF 4,177,942, which were ...

  • Page 272
    ...condition, results of operations or cash flows beyond amounts recorded for such matters. 5. DIVESTITURES During 2010, the Board of Directors approved a plan to pursue a tax-free spin-off of Tyco's Electrical and Metal Products business. On November 9, 2010, the Company announced an agreement to sell...

  • Page 273
    ... business. Broadview Security is also a leader in technologies and services, which are expected to enhance ADT Worldwide's service offerings to its customers. The Company expects to realize cost savings and other synergies through operational efficiencies including consolidation of both marketing...

  • Page 274
    ... of registered share capital since March 2009. After January 1, 2011, the Company expects to make dividend payments in the form of a reduction in contributed surplus, which also may be made free of Swiss withholding taxes. On March 10, 2010, the Company's Board of Directors declared a quarterly...

  • Page 275
    ...LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010 (Continued) 8. SHAREHOLDERS' EQUITY (Continued) shareholders of record on July 31, 2009. On September 10, 2009 the Company's Board of Directors declared a quarterly dividend on the Company's common shares of CHF 0.23...

  • Page 276
    ..., as part of the process, members of the Board of Directors perform site visits of Company operations. The Lead Director of the Board of Directors and corporate management determine the appropriate operation site and timing of the enterprise risk assessment. Organizationally, the responsibility for...

  • Page 277
    ...U.S. Dollars ($). Further details of executive compensation can be found in the Executive Compensation section of the Company's 2010 proxy statement for the 2011 annual general meeting. b) Remuneration of the Non-Employee Directors The table below reflects Director compensation for fiscal years 2010...

  • Page 278
    ...FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010 (Continued) 11. REMUNERATION OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVES FOR 2010 (Continued) fiscal 2009, due to the fact that it was inadvertantly omitted from compensation paid to him in fiscal 2007. Fiscal Year Fees Earned...

  • Page 279
    ... different calendar years. In addition, all other compensation includes the value of the discount on home security systems installed by the Company in Directors' homes and discounts on security monitoring services. These discounts did not exceed $356 and $317 for any Director in fiscal 2010 and 2009...

  • Page 280
    ... BOARD OF DIRECTORS AND THE GROUP EXECUTIVES FOR 2010 (Continued) Summary Compensation Table Change in Pension Value and Non-Equity Nonqualified Incentive Deferred Plan Compensation All Other Compensation Earnings Compensation (2) (3 4) (f) (g) (h) Name and Principal Position (a) Year (b) Salary...

  • Page 281
    ... (h) 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 282
    ... of the individual from the Company or the Company's Board (other than for cause) or (ii) a change in control of the Company. Upon such termination or change in control, as the case may be, the Company will issue the number of Tyco common shares equal to the aggregate number of vested DSUs credited...

  • Page 283
    TYCO INTERNATIONAL LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010 (Continued) 11. REMUNERATION OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVES FOR 2010 (Continued) The following table sets forth the number of shares of common stock beneficially owned as of ...

  • Page 284
    ... LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010 (Continued) 11. REMUNERATION OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVES FOR 2010 (Continued) number of Tyco common shares equal to the aggregate number of vested DSUs credited to the individual, including...

  • Page 285
    ... statutory financial statements for remuneration of the Board of Directors and Executive Board. 14. SUBSEQUENT EVENTS Consistent with its annual equity compensation practices, on October 12, 2010, the Company granted Tyco employees 3.9 million share options with a weighted-average grant-date fair...

  • Page 286
    ...FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 24, 2010 (Continued) 14. SUBSEQUENT EVENTS (Continued) indebtedness to subsidiaries of Tyco. The transaction is subject to the satisfaction of customary closing conditions and is expected to close in the first half of fiscal 2011. The Company...

  • Page 287
    TYCO INTERNATIONAL LTD., SCHAFFHAUSEN Confirmation of the Statutory Auditor to the Annual General Meeting of Shareholders Regarding Agenda Item No. 5(b)-Proposal of an Ordinary Cash Dividend

  • Page 288
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  • Page 289
    ...ordinary cash dividend from the company's contributed surplus (the ''dividend'') of Tyco International Ltd. to the Annual General Meeting of Shareholders to be held on March 9, 2011. Compliance with Swiss law and the Company's articles of incorporation is the responsibility of the Board of Directors...

  • Page 290
    ...May 2011, August 2011, November 2011 and February 2012 at such times and with such record dates as shall be determined by our Board of Directors. Dividend payments shall be made with respect to the outstanding share capital of the Company on the record date for the applicable dividend payment, which...

  • Page 291
    ... Auditors Deloitte & Touche 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...

  • Page 292
    TYCO INTERNATIONAL LTD. FREIER PLATZ 10 CH-8200 SCHAFFHAUSEN SWITZERLAND www.tyco.com