ADT 2011 Annual Report Download - page 312

Edward D. Breen
Chairman and Chief Executive Ocer
Tyco International Ltd.
Michael E. Daniels
Senior Vice President
Global Technology Services, IBM
Timothy M. Donahue
Former Executive Chairman
Sprint Nextel Corporation
Brian Duperreault
President, Chief Executive Ocer and Director
Marsh & McLennan Companies, Inc.
Bruce S. Gordon
Former President and Chief Executive Ocer
NAACP
Rajiv L. Gupta
Former Chairman and Chief Executive Ocer
Rohm and Haas Company
John A. Krol
Former Chairman and Chief Executive Ocer
E.I. du Pont de Nemours & Company
Brendan R. O’Neill, Ph.D.
Former Chief Executive Ocer and Director
Imperial Chemical Industries PLC
Dinesh C. Paliwal
Chairman, President and Chief Executive Ocer
Harman International Industries, Inc.
William S. Stavropoulos, Ph.D.
Former Chairman, President and Chief Executive Ocer
Dow Chemical Company
Sandra S. Wijnberg
Chief Administrative Ocer
Aquiline Holdings LLC
R. David Yost
Former Chief Executive Ocer and Director
AmerisourceBergen
BOARD OF DIRECTORS
Edward D. Breen*
Chairman and Chief Executive Ocer
Judith A. Reinsdorf*
Executive Vice President and General Counsel
Frank S. Sklarsky*
Executive Vice President and Chief Financial Ocer
Madeleine Barber
Senior Vice President and Chief Tax Ocer
Carol Anthony (“John”) Davidson*
Senior Vice President, Controller and
Chief Accounting Ocer
Patrick Decker
President, Tyco Flow Control
Naren K. Gursahaney
President, Tyco Security Solutions
Arun Nayar*
Senior Vice President, Investor Relations,
Financial Planning & Analysis, and Treasurer
George R. Oliver
President, Tyco Fire Protection
Jason Rabbino
Senior Vice President, Enterprise Sales
Laurie Siegel
Senior Vice President, Human Resources
Shelley Stewart, Jr.
Senior Vice President, Operational
Excellence and Chief Procurement Ocer
* Ocer of Tyco International Ltd.
SENIOR MANAGEMENT TEAM
Registered & Principal Executive Oce
Tyco International Ltd.
Freier Platz 10
CH-8200 Schahausen
Switzerland
[phone]
Independent 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 Services
480 Washington Blvd.
Jersey City, NJ 07310
800-685-4509
201-680-6578
[e-mail]
Other shareholder inquiries may be directed to
Tyco Shareholder Services at the company’s registered
oce address.
Stock Exchange
The company’s common shares are traded on the New
York Stock Exchange under the ticker symbol TYC.
Tyco on the Internet
The 2011 Tyco Annual Report is available online at
www.tyco.com/2011annualreport. And Tyco’s website,
www.tyco.com, contains the latest company news
and information.
Trademarks
All trademarks herein are trademarks of Tyco International
Ltd. or its subsidiaries.
CORPORATE DATA
This report contains a number of forward-looking
statements. Words, and variations of words, such
as “expect,” “intend,” “will,” “anticipate,” “believe,”
“confident,” “continue,” “propose” and similar
expressions are intended to identify forward-looking
statements. Examples of forward-looking statements
include, but are not limited to, statements addressing:
Tyco’s future financial condition and operating results;
the health and growth prospects of the industries
and end markets in which Tyco operates; Tyco’s
intent to create three independent companies as a
result of its previously announced spino of its flow
control and North American residential security
businesses; revenue and growth expectations for the
three independent companies following the spinos;
expectations regarding the tax-free nature of the
spinos; the leadership, resources, potential, priorities,
and opportunities for the independent companies
following the spinos; the creditworthiness of the
three independent companies following the spinos;
the timing of the proposed spino transactions; Tyco’s
capital allocation plans, new technology and product
plans, and targeted environmental, health and safety
performance. The forward-looking statements in
this report are based on current expectations and
assumptions that are subject to risks and uncertainties,
many of which are outside of our control, and could
cause results to materially dier from expectations.
Such risks and uncertainties include, but are not limited
to: economic, business, competitive, technological or
regulatory factors that adversely impact Tyco or the
markets and industries in which it competes; failure
to obtain necessary regulatory approvals or to satisfy
any of the other conditions to the proposed spinos;
adverse eects on the market price of Tyco’s common
stock or operating results because of a failure to
complete the proposed spinos; failure to realize the
expected benefits of the proposed spinos; significant
transaction costs and/or unknown liabilities resulting
from the proposed spinos; unanticipated expenses
related to the proposed spinos, such as litigation or
legal settlement expenses; failure to obtain tax rulings
or tax law changes in connection with the proposed
spinos; changes in capital market conditions that
may aect proposed debt refinancing related to the
proposed spinos; the impact of the proposed spinos
on the company’s employees, customers and suppliers;
future opportunities that Tyco’s board may determine
present greater potential to increase shareholder
value; and the ability of the companies to operate
independently following the proposed spinos. Actual
results could dier materially from anticipated results.
More detailed information about these and other
factors is set forth in Tyco’s Annual Report on Form
10-K for the fiscal year ended September 30, 2011 and
in subsequent filings with the Securities and Exchange
Commission. We undertake no duty to update any
forward-looking statement to conform this statement
to actual results or changes in the company’s
expectations, except as required by law.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS OTHER IMPORTANT INFORMATION
In connection with the proposed spino transactions,
a definitive proxy statement for the shareholders of
Tyco will be filed with the SEC. Tyco will mail the final
proxy statement to its shareholders. BEFORE MAKING
ANY VOTING DECISION, TYCO’S SHAREHOLDERS
AND INVESTORS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED SPINOFF TRANSACTIONS. Investors
and security holders may obtain, without charge, a
copy of the proxy statement, as well as other relevant
documents containing important information about
Tyco, at the SEC’s website once such documents are
filed with the SEC. You may also read and copy any
reports, statements and other information filed by Tyco
at the SEC public reference room at 100 F Street, NE,
Washington DC 20549. Please call the SEC at 1-800-
SEC-0330 for further information.
Tyco and its directors, executive ocers and other
members of its management and employees may be
deemed to be participants in the solicitation of proxies
from its shareholders in connection with the proposed
spino transactions. Information concerning the interests
of Tyco’s participants in the solicitation is set forth in the
proxy statement attached hereto and on Form 10-K,
previously filed with the SEC, and in the proxy statement
relating to the spino transactions when it becomes
available.
A copy of the Form 10-K filed by the company with the
SEC for fiscal 2011, which includes as Exhibits the
Chief Executive Ocer and Chief Financial Ocer
Certifications required to be filed with the SEC
pursuant to Section 302 of the Sarbanes-Oxley Act,
is included herein. Additional copies of the Form 10-K
may be obtained by shareholders without charge upon
written request to Tyco International, Freier Platz 10,
CH-8200 Schahausen, Switzerland. The Form 10-K
is also available on the company’s website at www.
tyco.com.
FORM 10-K AND SEC CERTIFICATIONS
Design: Ideas On Purpose, ideasonpurpose.com; Principal Photography: Mario Morgado; Printing: Sandy Alexander
Cover and pages 1–8 were printed on 10% post-consumer recycled paper certified by the Forest Stewardship Council (FSC).
The Proxy Statement and Form 10-K were printed on 30% post-consumer recycled paper.