ADT 2011 Annual Report Download - page 205

TYCO INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. Acquisitions (Continued)
Fiscal 2010
Acquisitions
During the year ended September 24, 2010, cash paid for acquisitions included in continuing
operations totaled $600 million net of cash acquired of $137 million which, primarily related to the
acquisition of Broadview Security. Net cash paid for Broadview Security totaled $448 million by the
Company’s Tyco Security Solutions segment. During the year ended September 24, 2010, the
Company’s Flow Control segment acquired two Brazilian valve companies, including Hiter Industria
e Comercio de Controle Termo-Hidraulico Ltda (‘‘Hiter’’), a valve manufacturer which serves a variety
of industries including the oil and gas, chemical and petrochemical markets. Net cash paid for the
Brazilian valve companies totaled $104 million. The Company’s former Electrical and Metal Products
segment acquired certain assets of a business for $39 million and its Fire Protection segment acquired a
business for $9 million during 2010.
Acquisition and Integration Related Costs
The Company incurred approximately $17 million of costs directly related to the acquisition of
Broadview Security during the year ended September 24, 2010. In addition, the Company recorded
$18 million of integration 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 Statements of Operations for the year ended September 24, 2010. The
Company’s Tyco Security Solutions segment and Corporate and Other recorded $32 million and
$3 million, respectively, of acquisition and integration costs for the year ended September 24, 2010. In
addition, the Company’s Tyco Security Solutions segment recorded $14 million of restructuring
expenses, in conjunction with the acquisition of Broadview Security, which have been recorded within
restructuring, asset impairments and divestiture (gains) charges, net in the Company’s Consolidated
Statements of Operations for the year ended September 24, 2010.
ADT Account Acquisitions
During the year ended September 24, 2010, the Company paid $559 million of cash to acquire
approximately 501,000 customer contracts for electronic security services in the Tyco Security Solutions
segment.
Acquisition of Broadview Security
On May 14, 2010, the Company’s Tyco Security Solutions segment acquired all of the outstanding
equity of Broadview Security, a publicly traded company that was formerly owned by The Brink’s
Company, in a cash-and-stock transaction valued at approximately $2.0 billion. Prior to its acquisition,
Broadview Security’s core business was to provide security alarm monitoring services for residential and
commercial properties in North America. Under the terms of the transaction, each outstanding share of
BHS common stock was converted into the right to receive: (1) $13.15 in cash and 0.7562 Tyco
common shares, for those shareholders who made an all-cash election, (2) 1.0951 Tyco common shares,
for those shareholders who made an all stock election or (3) $12.75 in cash and 0.7666 Tyco common
shares, for those shareholders who made a mixed cash/stock election or who failed to make an election.
102 2011 Financials