(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended September 27, 2013
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Switzerland
(Jurisdiction of Incorporation)
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98-0390500
(I.R.S. Employer Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Shares, Par Value CHF 0.50
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Page
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Part I
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Part II
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Part III
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Part IV
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•
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North America Installation & Services ("NA Installation & Services")
designs, sells, installs, services and monitors electronic security systems and fire detection and suppression systems for commercial, industrial, retail, institutional and governmental customers in North America.
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•
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Rest of World ("ROW") Installation & Services ("ROW Installation & Services")
designs, sells, installs, services and monitors electronic security systems and fire detection and suppression systems for commercial, industrial, retail, residential, small business, institutional and governmental customers in the ROW regions.
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•
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Global Products
designs, manufactures and sells fire protection, security and life safety products, including intrusion security, anti-theft devices, breathing apparatus and access control and video management systems, for commercial, industrial, retail, residential, small business, institutional and governmental customers worldwide, including products installed and serviced by our NA and ROW Installation & Services segments.
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Net
Revenue
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Percent of
Total
Net
Revenue
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Key Brands
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NA Installation & Services
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$
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3,891
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37
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%
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Tyco Fire & Security, Tyco Integrated Security, SimplexGrinnell, Sensormatic
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ROW Installation & Services
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4,417
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41
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%
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Tyco Fire & Security, Wormald, Sensormatic, ADT
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Global Products
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2,339
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22
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%
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Tyco, Simplex, Grinnell, Ansul, DSC, Scott, American Dynamics, Software House, Visonic, Chemguard, Exacq
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$
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10,647
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100
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%
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•
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Commercial customers, including residential and commercial property developers, financial institutions, food service businesses and commercial enterprises;
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•
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Industrial customers, including companies in the oil and gas, power generation, mining, petrochemical and other industries;
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•
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Retail customers, including international, regional and local consumer outlets;
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•
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Institutional customers, including a broad range of healthcare facilities, academic institutions, museums and foundations;
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•
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Governmental customers, including federal, state and local governments, defense installations, mass transportation networks, public utilities and other government-affiliated entities and applications; and
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•
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Residential and small business customers outside of North America, including owners of single-family homes and local providers of a wide range of goods and services.
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•
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economic volatility and the impact of economic conditions in various regions;
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•
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the difficulty of enforcing agreements, collecting receivables and protecting assets, especially our intellectual property rights, through non-U.S. legal systems;
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•
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possibility of unfavorable circumstances from host country laws, regulations or licensing requirements;
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•
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fluctuations in revenues, operating margins and other financial measures due to currency exchange rate fluctuations and restrictions on currency and earnings repatriation;
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•
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trade protection measures, import or export restrictions, licensing requirements and local fire and security codes and standards;
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•
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increased costs and risks of developing, staffing and simultaneously managing a number of foreign operations as a result of distance as well as language and cultural differences;
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•
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issues related to occupational safety and adherence to local labor laws and regulations;
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potentially adverse tax developments;
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•
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longer payment cycles;
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changes in the general political, social and economic conditions in the countries where we operate, particularly in emerging markets;
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•
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the threat of nationalization and expropriation;
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•
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the presence of corruption in certain countries; and
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•
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fluctuations in available municipal funding in those instances where a project is government financed.
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•
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diversion of management time and attention from daily operations;
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•
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difficulties integrating acquired businesses, technologies and personnel into our business;
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•
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inability to obtain required regulatory approvals and/or required financing on favorable terms;
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•
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potential loss of key employees, key contractual relationships, or key customers of acquired companies or of us;
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•
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assumption of the liabilities and exposure to unforeseen liabilities of acquired companies; and
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•
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dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked securities.
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•
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solvent, oil, metal and other hazardous substance contamination cleanup; and
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•
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structure decontamination and demolition, including asbestos abatement.
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other corporate purposes, including dividend payments;
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•
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increase our vulnerability to adverse economic and industry conditions;
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limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;
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•
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restrict our ability to introduce new technologies or exploit business opportunities;
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•
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make it more difficult for us to satisfy our payment obligations with respect to our outstanding indebtedness; and
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•
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increase the difficulty and/or cost to us of refinancing our indebtedness.
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•
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approving or allowing any transaction that results in a change in ownership of more than 35% of our common shares when combined with any other changes in ownership of our common shares,
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•
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redeeming equity securities,
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selling or otherwise disposing of more than 35% of our assets, or
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•
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engaging in certain internal transactions.
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effect service within the United States upon Tyco or its directors and officers located outside the United States;
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enforce judgments obtained against those persons in U.S. courts or in courts in jurisdictions outside the United States; and
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enforce against those persons in Switzerland, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon the U.S. federal or state securities laws.
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the foreign court had jurisdiction pursuant to the Swiss Federal Act on Private International Law;
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the judgment of such foreign court has become final and non-appealable;
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the judgment does not contravene Swiss public policy;
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the court procedures and the service of documents leading to the judgment were in accordance with the due process of law; and
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•
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no proceeding involving the same position and the same subject matter was first brought in Switzerland, or adjudicated in Switzerland, or that it was earlier adjudicated in a third state and this decision is recognizable in Switzerland.
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Year Ended September 27, 2013
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Year Ended September 28, 2012
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||||||||||||||||||||
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Market Price
Range
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Market Price
Range
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||||||||||||||||
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Dividends Declared
Per Common
Share
(1)
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Dividends Declared
Per Common
Share
(1)
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||||||||||||||||||||
Quarter
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High
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Low
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High
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Low
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|||||||||||||||
First
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$
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29.48
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$
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26.50
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$
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0.15
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$
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47.96
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$
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39.25
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$
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0.25
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Second
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32.34
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29.25
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0.15
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56.18
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47.85
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0.25
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Third
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34.50
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30.70
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0.16
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57.57
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50.54
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0.25
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Fourth
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35.91
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32.93
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0.16
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57.94
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50.98
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0.15
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||||||
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$
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0.62
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$
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0.90
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(1)
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Dividends proposed by Tyco's Board of Directors are subject to shareholder approval. Shareholders approved an annual cash dividend of $0.64 at the Company's annual general meeting on March 6, 2013, covering quarterly dividend payments from May 2013 through February 2014. Shareholders approved cash dividends of $0.50 (pre-2012 Separation) and $0.30 (reflecting the impact of the 2012 Separation) at the annual meeting held on March 7, 2012 and the special general meeting held on September 17, 2012, respectively, covering quarterly dividend payments through February 2013. Shareholders approved an annual dividend of $1.00 (pre-2012 Separation) at the annual meeting held on and March 9, 2011 covering quarterly dividend payments through February 2012.
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Annual Return Percentage Years Ended
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|||||||||||||
Company/Index
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9/09
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9/10
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9/11
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9/12
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9/13
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Tyco International Ltd.
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(3.58
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)
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16.16
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8.06
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40.85
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26.95
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S&P 500 Index
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(11.56
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)
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12.23
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0.49
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30.20
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20.06
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S&P 500 Industrials Index
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(15.18
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)
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20.95
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(5.28
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)
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29.60
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29.29
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9/08
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9/09
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9/10
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9/11
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9/12
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9/13
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Tyco International Ltd.
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$
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100
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$
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96.42
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$
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112.00
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$
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121.03
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$
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170.46
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$
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216.41
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S&P 500 Index
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100
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88.44
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99.25
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99.73
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129.85
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155.90
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||||||
S&P 500 Industrials Index
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100
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84.82
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102.59
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97.18
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125.94
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162.84
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Equity Compensation Plan
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||||||||
Plan Category
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Number of
securities to be
issued upon
exercise of
outstanding
options
(a)
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Weighted-average
exercise price of
outstanding
options
(b)
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Number of
securities remaining
available for future
issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
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Equity compensation plans approved by shareholders:
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2012 Stock and Incentive Plan
(1)
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6,185,051
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$
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27.27
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40,017,065
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2004 Stock and Incentive Plan
(2)
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16,503,397
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20.88
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—
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LTIP I Plan
(3)
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11,274
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—
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ESPP
(4)
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—
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2,919,845
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||
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22,699,722
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42,936,910
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Equity compensation plans not approved by shareholders:
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||||
Broadview Security Plans
(5)
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19,526
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12.00
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—
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19,526
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—
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||
Total
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22,719,248
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42,936,910
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(1)
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The Tyco International Ltd. 2012 Stock and Incentive Plan ("2012 Plan") provides for the award of stock options, restricted stock units, performance share units and other equity and equity-based awards to members of the Board of Directors, officers and non-officer employees. The amount in column (a) consists of:
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4,082,050
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Shares that may be issued upon the exercise of stock options;
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1,245,328
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Shares that may be issued upon the vesting of restricted stock units;
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855,842
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Shares that may be issued upon the vesting of performance share units; and
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1,831
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Dividend equivalents earned on deferred stock units ("DSU") granted under the Company’s Long Term Incentive Plan ("LTIP I") and its 2004 Stock and Incentive Plan ("2004 Plan").
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6,185,051
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Total
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(2)
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The 2004 Plan provided for the award of stock options, restricted stock units, performance share units and other equity and equity-based awards to members of the Board of Directors, officers and non-officer employees. The amount in column (a) consists of:
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13,697,613
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Shares that may be issued upon the exercise of stock options;
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2,723,799
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Shares that may be issued upon the vesting of restricted stock units; and
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81,985
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DSUs and dividend equivalents earned on DSUs.
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16,503,397
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Total
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(3)
|
The LTIP I Plan allowed for the grant of stock options and other equity or equity-based grants to members of the Board of Directors, officers and non-officer employees. The amount in column (a) consists entirely of DSUs and dividend equivalents earned on such DSUs. The LTIP I Plan has been effectively terminated and no additional grants may be made under it.
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(4)
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Shares available for future issuance under the Tyco Employee Stock Purchase Plan ("ESPP"), which represents the number of remaining shares registered for issuance under this plan. All of the shares delivered to participants under the ESPP were purchased in the open market. The ESPP was suspended indefinitely during the fourth quarter of 2009.
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(5)
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In connection with the acquisition of Broadview Security in May 2010, options outstanding under the Brink's Home Security Holdings, Inc. 2008 Equity Incentive Plan and the Brink's Home Security Holdings, Inc. Non-Employee Director's Equity Plan were converted into options to purchase Tyco common shares.
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Period
|
Total Number of
Shares
Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced
Plans or Programs
|
|
Maximum Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under Publicly
Announced
Plans or Programs
|
||||||
6/29/2013 - 7/26/2013
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4,701
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|
|
$
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35.22
|
|
|
—
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|
|
|
||
7/27/2013 - 8/30/2013
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—
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|
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—
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|
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—
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|
|
|
|||
8/31/2013 - 9/27/2013
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60
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|
|
33.60
|
|
|
—
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|
|
$
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499,945,806
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|
|
2013
|
|
2012
(2)(3)
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|
2011
|
|
2010
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|
2009
(4)
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||||||||||
Consolidated Statements of Operations Data:
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|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
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$
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10,647
|
|
|
$
|
10,403
|
|
|
$
|
10,557
|
|
|
$
|
11,020
|
|
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$
|
11,119
|
|
Income (loss) from continuing operations attributable to Tyco common shareholders
|
527
|
|
|
(332
|
)
|
|
617
|
|
|
295
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|
|
(2,719
|
)
|
|||||
Net income (loss) attributable to Tyco common shareholders
(1)
|
536
|
|
|
472
|
|
|
1,719
|
|
|
1,130
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|
|
(1,807
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)
|
|||||
Basic earnings per share attributable to Tyco
common shareholders:
|
|
|
|
|
|
|
|
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|
||||||||||
Income (loss) from continuing operations
|
1.14
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|
|
(0.72
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)
|
|
1.30
|
|
|
0.61
|
|
|
(5.74
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)
|
|||||
Net income (loss)
|
1.15
|
|
|
1.02
|
|
|
3.63
|
|
|
2.33
|
|
|
(3.82
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)
|
|||||
Diluted earnings per share attributable to Tyco common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
1.12
|
|
|
(0.72
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)
|
|
1.29
|
|
|
0.60
|
|
|
(5.74
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)
|
|||||
Net income (loss)
|
1.14
|
|
|
1.02
|
|
|
3.59
|
|
|
2.31
|
|
|
(3.82
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)
|
|||||
Cash dividends per share
|
0.62
|
|
|
0.90
|
|
|
0.99
|
|
|
0.86
|
|
|
0.84
|
|
|||||
Consolidated Balance Sheet Data (End of Year):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
12,176
|
|
|
$
|
12,365
|
|
|
$
|
26,702
|
|
|
$
|
27,066
|
|
|
$
|
25,520
|
|
Long-term debt
|
1,443
|
|
|
1,481
|
|
|
4,105
|
|
|
3,608
|
|
|
3,982
|
|
|||||
Total Tyco shareholders' equity
|
5,098
|
|
|
4,994
|
|
|
14,149
|
|
|
14,066
|
|
|
12,926
|
|
(1)
|
Net income (loss) attributable to Tyco common shareholders for the years 2012, 2011, 2010 and 2009 include income from discontinued operations of $804 million, $1,102 million, $835 million and $913 million, respectively, which is primarily related to ADT and Tyco Flow Control.
|
(2)
|
The decrease in total assets and total Tyco shareholders' equity is due to the distribution of our former North American residential security and flow control businesses.
|
(3)
|
The decrease in long-term debt is due to the $2.6 billion redemption of various debt securities in connection with the 2012 Separation. See Note 10 to the Consolidated Financial Statements.
|
(4)
|
Income (loss) from continuing operations attributable to Tyco common shareholders for the year ended September 25, 2009 includes goodwill and intangible asset impairment charges of $2.7 billion, which was recorded during the quarter ended March 27, 2009.
|
•
|
North America Installation & Services ("NA Installation & Services")
designs, sells, installs, services and monitors electronic security systems and fire detection and suppression systems for commercial, industrial, retail, institutional and governmental customers in North America.
|
•
|
Rest of World Installation & Services ("ROW Installation & Services")
designs, sells, installs, services and monitors electronic security systems and fire detection and suppression systems for commercial, industrial, retail, residential, small business, institutional and governmental customers in the Rest of World ("ROW") regions.
|
•
|
Global Products
designs, manufactures and sells fire protection, security and life safety products, including intrusion security, anti-theft devices, breathing apparatus and access control and video management systems, for commercial, industrial, retail, residential, small business, institutional and governmental customers worldwide, including products installed and serviced by our NA and ROW Installation & Services segments.
|
•
|
Commercial customers, including residential and commercial property developers, financial institutions, food service businesses and commercial enterprises;
|
•
|
Industrial customers, including companies in the oil and gas, power generation, mining, petrochemical and other industries;
|
•
|
Retail customers, including international, regional and local consumer outlets, from national chains to specialty stores;
|
•
|
Institutional customers, including a broad range of healthcare facilities, academic institutions, museums and foundations;
|
•
|
Governmental customers, including federal, state and local governments, defense installations, mass transportation networks, public utilities and other government-affiliated entities and applications;
|
•
|
Residential and small business customers outside of North America, including owners of single family homes and local providers of a wide range of goods and services.
|
|
For the Years Ended
|
|
|
|||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
|
|
|||||||
Net revenue
|
$
|
10,647
|
|
|
$
|
10,403
|
|
|
$
|
10,557
|
|
|
(1
|
)
|
Net revenue growth (decline)
|
2.3
|
%
|
|
(1.5
|
)%
|
|
NA
|
|
|
|
|
|||
Organic revenue growth
|
1.3
|
%
|
|
2.4
|
%
|
|
NA
|
|
|
|
|
|||
Operating income
|
$
|
809
|
|
|
$
|
685
|
|
|
$
|
982
|
|
|
(2
|
)
|
Operating margin
|
7.6
|
%
|
|
6.6
|
%
|
|
9.3
|
%
|
|
|
||||
Interest income
|
$
|
17
|
|
|
$
|
19
|
|
|
$
|
27
|
|
|
|
|
Interest expense
|
100
|
|
|
209
|
|
|
240
|
|
|
|
|
|||
Other expense, net
|
29
|
|
|
454
|
|
|
5
|
|
|
|
|
|||
Income tax expense
|
(125
|
)
|
|
(348
|
)
|
|
(134
|
)
|
|
|
|
|||
Equity loss in earnings of unconsolidated subsidiaries
|
(48
|
)
|
|
(26
|
)
|
|
(12
|
)
|
|
|
|
|||
Income (loss) from continuing operations attributable to Tyco common shareholders
|
527
|
|
|
(332
|
)
|
|
617
|
|
|
|
(1)
|
Net revenue includes $347 million for 2011 related to the Company's former Electrical and Metal Products business which was sold during the first quarter of fiscal 2011.
|
(2)
|
Operating income includes $7 million for 2011 related to the Company's former Electrical and Metal Products business, which was sold during the first quarter of fiscal 2011. Additionally, operating income for 2011 includes a $248 million net gain on that sale.
|
|
For the Years Ended
|
|
|
|||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
|
|
|||||||
Restructuring, repositioning and asset impairment charges
|
$
|
134
|
|
|
$
|
104
|
|
|
$
|
78
|
|
|
|
|
Environmental remediation costs - Marinette
|
100
|
|
|
17
|
|
|
11
|
|
|
|
||||
Asbestos related charges
|
12
|
|
|
111
|
|
|
10
|
|
|
|
||||
Loss (gain) on divestitures
|
20
|
|
|
14
|
|
|
(224
|
)
|
|
(1
|
)
|
|||
Separation costs
|
69
|
|
|
75
|
|
|
—
|
|
|
|
||||
Legacy legal charges
|
27
|
|
|
46
|
|
|
20
|
|
|
|
||||
Former management compensation reversal
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
|
||||
Acquisition and integration costs
|
4
|
|
|
9
|
|
|
5
|
|
|
|
||||
Notes receivable write-off
|
—
|
|
|
—
|
|
|
5
|
|
|
|
(1)
|
Includes a $248 million net gain on the divestiture of a majority interest in the Electrical and Metal Products business.
|
|
For the Years Ended
|
||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Loss on extinguishment of debt (see Note 10 to the Consolidated Financial Statements)
|
$
|
—
|
|
|
$
|
453
|
|
|
$
|
—
|
|
2012 Tax Sharing Agreement loss (see Note 6 to the Consolidated Financial Statements)
|
32
|
|
|
—
|
|
|
—
|
|
|||
Tyco share of Atkore impairment
|
21
|
|
|
—
|
|
|
—
|
|
|
For the Years Ended
|
||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Net revenue
|
$
|
3,891
|
|
|
$
|
3,962
|
|
|
$
|
4,022
|
|
Net revenue decline
|
(1.8
|
)%
|
|
(1.5
|
)%
|
|
NA
|
|
|||
Organic revenue decline
|
(1.1
|
)%
|
|
(0.3
|
)%
|
|
NA
|
|
|||
Operating income
|
$
|
388
|
|
|
$
|
374
|
|
|
$
|
425
|
|
Operating margin
|
10.0
|
%
|
|
9.4
|
%
|
|
10.6
|
%
|
Factors Contributing to Year-Over-Year Change
|
Fiscal 2013
Compared to
Fiscal 2012
|
|
Fiscal 2012
Compared to
Fiscal 2011
|
||||
Organic revenue decline
|
$
|
(45
|
)
|
|
$
|
(12
|
)
|
Acquisitions
|
7
|
|
|
4
|
|
||
Divestitures
|
(28
|
)
|
|
—
|
|
||
Impact of foreign currency
|
(3
|
)
|
|
(10
|
)
|
||
Other
|
(2
|
)
|
|
(42
|
)
|
||
Total change
|
$
|
(71
|
)
|
|
$
|
(60
|
)
|
|
For the Years Ended
|
||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Separation costs
|
$
|
49
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Restructuring, repositioning and asset impairment charges, net
|
36
|
|
|
45
|
|
|
7
|
|
|||
Legacy legal charges
|
—
|
|
|
29
|
|
|
—
|
|
|
For the Years Ended
|
||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Net revenue
|
4,417
|
|
|
$
|
4,341
|
|
|
$
|
4,434
|
|
|
Net revenue growth (decline)
|
1.8
|
%
|
|
(2.1
|
)%
|
|
NA
|
|
|||
Organic revenue growth
|
1.0
|
%
|
|
1.9
|
%
|
|
NA
|
|
|||
Operating income
|
$
|
433
|
|
|
$
|
456
|
|
|
$
|
405
|
|
Operating margin
|
9.8
|
%
|
|
10.5
|
%
|
|
9.1
|
%
|
Factors Contributing to Year-Over-Year Change
|
Fiscal 2013
Compared to
Fiscal 2012
|
|
Fiscal 2012
Compared to
Fiscal 2011
|
||||
Organic revenue growth
|
$
|
42
|
|
|
$
|
81
|
|
Acquisitions
|
93
|
|
|
105
|
|
||
Divestitures
|
(10
|
)
|
|
(54
|
)
|
||
Impact of foreign currency
|
(49
|
)
|
|
(178
|
)
|
||
Other
|
—
|
|
|
(47
|
)
|
||
Total change
|
$
|
76
|
|
|
$
|
(93
|
)
|
|
For the Years Ended
|
||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Restructuring, repositioning and asset impairment charges, net
|
$
|
67
|
|
|
$
|
36
|
|
|
$
|
64
|
|
Loss on divestitures
|
14
|
|
|
7
|
|
|
29
|
|
|||
Acquisition and integration costs
|
2
|
|
|
4
|
|
|
4
|
|
|
For the Years Ended
|
||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Net revenue
|
$
|
2,339
|
|
|
$
|
2,100
|
|
|
$
|
1,754
|
|
Net revenue growth
|
11.4
|
%
|
|
19.7
|
%
|
|
NA
|
|
|||
Organic revenue growth
|
6.3
|
%
|
|
10.1
|
%
|
|
NA
|
|
|||
Operating income
|
$
|
307
|
|
|
$
|
353
|
|
|
$
|
295
|
|
Operating margin
|
13.1
|
%
|
|
16.8
|
%
|
|
16.8
|
%
|
Factors Contributing to Year-Over-Year Change
|
Fiscal 2013
Compared to
Fiscal 2012
|
|
Fiscal 2012
Compared to
Fiscal 2011
|
||||
Organic revenue growth
|
$
|
133
|
|
|
$
|
178
|
|
Acquisitions
|
68
|
|
|
221
|
|
||
Impact of foreign currency
|
(3
|
)
|
|
(38
|
)
|
||
Other
|
41
|
|
|
(15
|
)
|
||
Total change
|
$
|
239
|
|
|
$
|
346
|
|
|
For the Years Ended
|
||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Environmental remediation costs - Marinette
|
$
|
100
|
|
|
$
|
17
|
|
|
$
|
11
|
|
Restructuring, repositioning and asset impairment charges, net
|
12
|
|
|
10
|
|
|
(7
|
)
|
|||
Acquisition and integration costs
|
2
|
|
|
4
|
|
|
1
|
|
|
For the Years Ended
|
||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Legacy legal charges
|
$
|
27
|
|
|
$
|
17
|
|
|
$
|
20
|
|
Separation costs
|
20
|
|
|
70
|
|
|
—
|
|
|||
Restructuring, repositioning and asset impairment charges
|
19
|
|
|
13
|
|
|
14
|
|
|||
Asbestos related charges
|
12
|
|
|
111
|
|
|
10
|
|
|||
Loss (gain) on divestitures
|
5
|
|
|
7
|
|
|
(253
|
)
|
|||
Former management compensation reversal
|
—
|
|
|
(50
|
)
|
|
—
|
|
|||
Notes receivable write-off
|
—
|
|
|
—
|
|
|
5
|
|
•
|
A prolonged downturn in the business environment in which the reporting units operate (i.e. sales volumes and prices) especially in the commercial construction and retailer end markets;
|
•
|
An economic recovery that significantly differs from our assumptions in timing or degree;
|
•
|
Volatility in equity and debt markets resulting in higher discount rates; and
|
•
|
Unexpected regulatory changes.
|
|
As of
|
||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
||||
Cash and cash equivalents
|
$
|
563
|
|
|
$
|
844
|
|
Total debt
|
$
|
1,463
|
|
|
$
|
1,491
|
|
Shareholders' equity
|
$
|
5,098
|
|
|
$
|
4,994
|
|
Total debt as a % of total capital
|
22.3
|
%
|
|
23.0
|
%
|
|
For the Years Ended
|
||||||||||
($ in millions)
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Net cash provided by operating activities
|
$
|
841
|
|
|
$
|
701
|
|
|
$
|
661
|
|
Net cash used in investing activities
|
(655
|
)
|
|
(582
|
)
|
|
(61
|
)
|
|||
Net cash used in financing activities
|
(456
|
)
|
|
(508
|
)
|
|
(938
|
)
|
|
Fiscal Year
|
|
|
|
|
||||||||||||||||||||||
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt principal
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
1,111
|
|
|
$
|
1,436
|
|
Interest payments
(2)
|
93
|
|
|
93
|
|
|
88
|
|
|
84
|
|
|
83
|
|
|
129
|
|
|
570
|
|
|||||||
Operating leases
|
158
|
|
|
128
|
|
|
107
|
|
|
75
|
|
|
29
|
|
|
40
|
|
|
537
|
|
|||||||
Purchase obligations
(3)
|
334
|
|
|
64
|
|
|
42
|
|
|
21
|
|
|
—
|
|
|
20
|
|
|
481
|
|
|||||||
Total contractual cash obligations
(4)
|
$
|
585
|
|
|
$
|
285
|
|
|
$
|
495
|
|
|
$
|
180
|
|
|
$
|
179
|
|
|
$
|
1,300
|
|
|
$
|
3,024
|
|
(1)
|
Debt principal consists of the aggregate principal amount of our public debt outstanding, excluding debt discount, swap activity and interest.
|
(2)
|
Interest payments consist of interest on our fixed interest rate debt.
|
(3)
|
Purchase obligations consist of commitments for purchases of goods and services.
|
(4)
|
Other long-term liabilities excluded from the above contractual obligation table primarily consist of the following: pension and postretirement costs (see Note 14 to the Consolidated Financial Statements), income taxes (see Note 6 to the Consolidated Financial Statements), contingent consideration (see Note 5 to the Consolidated Financial Statements), warranties (see Note 11 to the Consolidated Financial Statements) and environmental liabilities (see Note 13 to the Consolidated Financial Statements). We are unable to estimate the timing of payment for these items due to the inherent uncertainties related to these obligations. However, the minimum required contributions to our pension plans are expected to be approximately $60 million in 2014 and we do not expect to make any material contributions in 2014 related to postretirement benefit plans.
|
|
NA Installation
& Services
|
|
ROW
Installation
& Services
|
|
Global
Products
|
|
Total
|
||||||||
As of September 28, 2012
|
|
|
|
|
|
|
|
||||||||
Backlog
|
$
|
955
|
|
|
$
|
910
|
|
|
$
|
159
|
|
|
$
|
2,024
|
|
Recurring Revenue in Force
|
1,227
|
|
|
1,496
|
|
|
—
|
|
|
2,723
|
|
||||
Deferred Revenue
|
325
|
|
|
70
|
|
|
—
|
|
|
395
|
|
||||
Total Backlog
|
$
|
2,507
|
|
|
$
|
2,476
|
|
|
$
|
159
|
|
|
$
|
5,142
|
|
As of September 27, 2013
|
|
|
|
|
|
|
|
||||||||
Backlog
|
$
|
908
|
|
|
$
|
1,015
|
|
|
$
|
196
|
|
|
$
|
2,119
|
|
Recurring Revenue in Force
|
1,239
|
|
|
1,602
|
|
|
—
|
|
|
2,841
|
|
||||
Deferred Revenue
|
296
|
|
|
70
|
|
|
—
|
|
|
366
|
|
||||
Total Backlog
|
$
|
2,443
|
|
|
$
|
2,687
|
|
|
$
|
196
|
|
|
$
|
5,326
|
|
|
Net
Revenue
for
Fiscal 2012
|
|
Base Year
Adjustments
(Divestitures)
|
|
Adjusted
Fiscal 2012
Base Revenue
|
|
Foreign
Currency
|
|
Acquisitions
|
|
Other
(2)
|
|
Organic
Revenue
|
|
Organic Growth (Decline)
Percentage
(1)
|
|
Net
Revenue
for
Fiscal 2013
|
|||||||||||||||||
|
($ in millions)
|
|||||||||||||||||||||||||||||||||
NA Installation & Services
|
$
|
3,962
|
|
|
$
|
(30
|
)
|
|
$
|
3,932
|
|
|
$
|
(3
|
)
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
(45
|
)
|
|
(1.1
|
)%
|
|
$
|
3,891
|
|
ROW Installation & Services
|
4,341
|
|
|
(10
|
)
|
|
4,331
|
|
|
(49
|
)
|
|
93
|
|
|
—
|
|
|
42
|
|
|
1.0
|
%
|
|
4,417
|
|
||||||||
Global Products
|
2,100
|
|
|
2
|
|
|
2,102
|
|
|
(3
|
)
|
|
68
|
|
|
39
|
|
|
133
|
|
|
6.3
|
%
|
|
2,339
|
|
||||||||
Total Net Revenue
|
$
|
10,403
|
|
|
$
|
(38
|
)
|
|
$
|
10,365
|
|
|
$
|
(55
|
)
|
|
$
|
168
|
|
|
$
|
39
|
|
|
$
|
130
|
|
|
1.3
|
%
|
|
$
|
10,647
|
|
(1)
|
Organic revenue growth percentage based on adjusted fiscal 2012 base revenue.
|
(2)
|
Amount represents contractual revenue from ADT under the 2012 Separation and Distribution Agreement which is excluded from the organic revenue calculation.
|
|
Net
Revenue
for
Fiscal 2011
|
|
Base Year
Adjustments
(Divestitures)
|
|
Adjusted
Fiscal 2011
Base Revenue
|
|
Foreign
Currency
|
|
Acquisitions
|
|
Other
(2)
|
|
Organic
Revenue
|
|
Organic
Growth (Decline)
Percentage
(1)
|
|
Net
Revenue
for
Fiscal 2012
|
|||||||||||||||||
|
($ in millions)
|
|||||||||||||||||||||||||||||||||
NA Installation & Services
|
$
|
4,022
|
|
|
$
|
—
|
|
|
$
|
4,022
|
|
|
$
|
(10
|
)
|
|
$
|
4
|
|
|
$
|
(42
|
)
|
|
$
|
(12
|
)
|
|
(0.3
|
)%
|
|
$
|
3,962
|
|
ROW Installation & Services
|
4,434
|
|
|
(67
|
)
|
|
4,367
|
|
|
(178
|
)
|
|
105
|
|
|
(34
|
)
|
|
81
|
|
|
1.9
|
%
|
|
4,341
|
|
||||||||
Global Products
|
1,754
|
|
|
13
|
|
|
1,767
|
|
|
(38
|
)
|
|
221
|
|
|
(28
|
)
|
|
178
|
|
|
10.1
|
%
|
|
2,100
|
|
||||||||
Total before Corporate and other
|
$
|
10,210
|
|
|
$
|
(54
|
)
|
|
$
|
10,156
|
|
|
$
|
(226
|
)
|
|
$
|
330
|
|
|
$
|
(104
|
)
|
|
$
|
247
|
|
|
2.4
|
%
|
|
$
|
10,403
|
|
Corporate and Other
(3)
|
347
|
|
|
(347
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
||||||||
Total Net Revenue
|
$
|
10,557
|
|
|
$
|
(401
|
)
|
|
$
|
10,156
|
|
|
$
|
(226
|
)
|
|
$
|
330
|
|
|
$
|
(104
|
)
|
|
$
|
247
|
|
|
2.4
|
%
|
|
$
|
10,403
|
|
(1)
|
Organic revenue growth percentage based on adjusted fiscal 2011 base revenue.
|
(2)
|
Amounts represent the impact of the 53rd week of revenue for each segment during fiscal 2011 at fiscal 2012 foreign exchange rates.
|
(3)
|
Corporate and Other includes the former Electrical and Metal products business of which we divested a majority interest in during the first quarter of 2011.
|
•
|
overall economic and business conditions, and overall demand for Tyco's goods and services;
|
•
|
economic and competitive conditions in the industries, end markets and regions served by our businesses;
|
•
|
changes in legal and tax requirements (including 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 outside the United States;
|
•
|
the outcome of litigation, arbitrations and governmental proceedings;
|
•
|
effect of income tax audits, litigation, settlements and appeals;
|
•
|
our ability to repay or refinance our outstanding indebtedness as it matures;
|
•
|
our ability to operate within the limitations imposed by financing arrangements and to maintain our credit ratings;
|
•
|
interest rate fluctuations and other changes in borrowing costs, or other consequences of volatility in the capital or credit markets;
|
•
|
other capital market conditions, including availability of funding sources and currency exchange rate fluctuations;
|
•
|
availability of and fluctuations in the prices of key raw materials;
|
•
|
changes affecting customers or suppliers;
|
•
|
economic and political conditions in international markets, including governmental changes and restrictions on the ability to transfer capital across borders;
|
•
|
our ability to achieve anticipated cost savings;
|
•
|
our ability to execute our portfolio refinement and acquisition strategies, including successfully integrating acquired operations;
|
•
|
potential impairment of our goodwill, intangibles and/or our long-lived assets;
|
•
|
our ability to realize the intended benefits of the 2012 Separation, including the integration of our commercial security and fire protection businesses;
|
•
|
other risks associated with the 2012 Separation, for example the risk that we may be liable for certain contingent liabilities of the spun-off entities if they were to become insolvent;
|
•
|
risks associated with our Swiss incorporation, including the possibility of reduced flexibility with respect to certain aspects of capital management and corporate governance, increased or different regulatory burdens, and the possibility that we may not realize anticipated tax benefits;
|
•
|
the possible effects on Tyco of future legislation in the United States that may limit or eliminate potential U.S. tax benefits resulting from Tyco International's Swiss incorporation or deny U.S. government contracts to Tyco based upon its Swiss incorporation; and
|
•
|
natural events such as severe weather, fires, floods and earthquakes, or acts of terrorism or cyber-attacks.
|
Management's Responsibility for Financial Statements
|
Reports of Independent Registered Public Accounting Firm
|
Consolidated Statements of Operations for the years ended September, 27, 2013, September 28, 2012 and September 30, 2011
|
Consolidated Statements of Comprehensive Income for the years ended September, 27, 2013, September 28, 2012 and September 30, 2011
|
Consolidated Balance Sheets as of the years ended September 27, 2013 and September 28, 2012
|
Consolidated Statements of Shareholders' Equity for the years ended September 27, 2013, September 28, 2012 and September 30, 2011
|
Consolidated Statements of Cash Flows for the years ended September 27, 2013, September 28, 2012 and September 30, 2011
|
Notes to Consolidated Financial Statements
|
(a)
|
(1) and (2) Financial Statements and Supplementary Data—See Item 8.
|
(b)
|
Exhibit Index:
|
|
|
|
Exhibit
Number
|
|
|
2.1
|
|
Separation and Distribution Agreement by and among Tyco International Ltd., Covidien Ltd., and Tyco Electronics Ltd., dated as of June 29, 2007 (Incorporated by reference to Exhibit 2.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on July 6, 2007).
|
2.2
|
|
Amended and Restated Separation and Distribution Agreement, dated September 27, 2012 among Tyco International Ltd., Pentair Ltd. and The ADT Corporation (Incorporated by reference to Exhibit 2.1 to Tyco International Ltd.'s current Report on Form 8-K filed on October 1, 2012).
|
2.3
|
|
Separation and Distribution Agreement, dated September 26, 2012 among Tyco International Ltd., Tyco International Finance S.A., The ADT Corporation and ADT LLC (Incorporated by reference to Exhibit 2.2 to Tyco International Ltd.'s Current Report on Form 8-K filed on October 1, 2012).
|
2.4
|
|
Merger Agreement, dated as of March 27, 2012, among Tyco International Ltd., Tyco Flow Control International Ltd., Panthro Acquisition Co., Panthro Merger Sub, Inc. and Pentair, Inc. (Incorporated by reference to Exhibit 2.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on March 30, 2012).
|
2.5
|
|
Amendment No. 1 to the Merger Agreement among Tyco International Ltd., Tyco Flow Control International Ltd., Panthro Acquisition Co., Panthro Merger Sub, Inc. and Pentair, Inc. (Incorporated by reference to Exhibit 2.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on July 30, 2012).
|
3.1
|
|
Articles of Association of Tyco International Ltd. (Tyco International AG) (Tyco International SA) (Incorporated by reference to Exhibit 3.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on May 17, 2013).
|
3.2
|
|
Organizational Regulations (Incorporated by reference to Exhibit 3.2 of Tyco International Ltd.'s Current Report on Form 8-K filed on March 17, 2009).
|
4.1
|
|
Form of Indenture, dated as of June 9, 1998, among Tyco International Group S.A., Tyco and Wilmington Trust Company as successor to The Bank of New York, as trustee (Incorporated by reference to Exhibit 4.1 to Post-effective Amendment No.1 to Tyco's and Tyco International Group S.A.'s Co-Registration Statement on Form S-3 (No. 333-50855) filed on June 9, 1998).
|
4.2
|
|
Supplemental Indenture 2008-2 by and among Tyco International Ltd., Tyco International Finance S.A. and Wilmington Trust Company, as trustee, dated as of May 15, 2008 relating to the co-obligor's 6.875% Notes due 2021 (Incorporated by reference to Exhibit 4.3 to Tyco International Ltd.'s Current Report on Form 8-K filed on June 5, 2008).
|
4.3
|
|
Supplemental Indenture 2008-3 by and among Tyco International Ltd., Tyco International Finance S.A. and Wilmington Trust Company, as trustee, dated as of May 15, 2008 relating to the co-obligor's 7.0% Notes due 2019 (Incorporated by reference to Exhibit 4.4 to Tyco International Ltd.'s Current Report on Form 8-K filed on June 5, 2008).
|
|
|
|
Exhibit
Number
|
|
|
4.4
|
|
Indenture, dated as of January 9, 2009, by and among Tyco International Finance S.A., as issuer, Tyco International Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on January 9, 2009).
|
4.5
|
|
Supplemental Indenture, dated as of January 9, 2009, by and among Tyco International Finance S.A., as issuer, Tyco International Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee relating to the issuer's 8.5% notes due 2019 (Incorporated by reference to Exhibit 4.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on January 9, 2009).
|
4.6
|
|
Third Supplemental Indenture, dated as of May 5, 2010, by and among Tyco International Finance S.A., as issuer, Tyco International Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee relating to the issuer's 3.375% notes due 2015 (Incorporated by reference to Exhibit 4.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on May 5, 2010).
|
4.7
|
|
Fourth Supplemental Indenture, dated as of January 12, 2011, by and among Tyco International Finance S.A., as issuer, Tyco International Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee relating to the issuer's 3.75% notes due 2018 (Incorporated by reference to Exhibit 4.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on January 12, 2011).
|
4.8
|
|
Fifth Supplemental Indenture, dated as of January 12, 2011, by and among Tyco International Finance S.A., as issuer, Tyco International Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee relating to the issuer's 4.625% notes due 2023 (Incorporated by reference to Exhibit 4.2 to Tyco International Ltd.'s Current Report on Form 8-K filed on January 12, 2011).
|
10.1
|
|
Tyco International Ltd. 2004 Stock and Incentive Plan amended and restated effective January 1, 2009 (Incorporated by reference to Appendix A to Tyco International Ltd.'s Definitive Proxy Statement on Schedule 14A for the Annual General Meeting of Shareholders on March 12, 2009 filed on January 16, 2009).
(1)
|
10.2
|
|
Tyco International Ltd. 2012 Stock and Incentive Plan (Incorporated by reference to Exhibit 10.4 to Tyco International Ltd.'s Current Report on Form 8-K filed on October 1, 2012).
(1)
|
10.3
|
|
Change in Control Severance Plan for Certain U.S. Officers and Executives, amended and restated as of October 1, 2012 (Incorporated by reference to Exhibit 10.3 to Tyco International Ltd.'s Annual Report on Form 10-K for the year ended September 28, 2012 filed on November 16, 2012).
(1)
|
10.4
|
|
Tyco International (US) Inc. Severance Plan for U.S. Officers and Executives Plan, amended and restated as of October 1, 2012 (Incorporated by reference to Exhibit 10.4 to Tyco International Ltd.'s Annual Report on Form 10-K for the year ended September 28, 2012 filed on November 16, 2012).
(1)
|
10.5
|
|
Employment Offer Letter dated April 2, 2012 between Tyco International Ltd. and George R. Oliver (Incorporated by reference to Exhibit 10.5 to Tyco International Ltd.'s Annual Report on Form 10-K for the year ended September 28, 2012 filed on November 16, 2012).
(1)
|
10.6
|
|
Employment Offer Letter dated May 3, 2012 between Tyco International Ltd. and Arun Nayar (Incorporated by reference to Exhibit 10.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on May 8, 2012).
(1)
|
10.7
|
|
Tyco Supplemental Savings and Retirement Plan, amended and restated effective January 1, 2005 (Incorporated by reference to Exhibit 10.27 to Tyco International Ltd.'s Annual Report on Form 10-K for the year ended September 30, 2005 filed on December 9, 2005).
(1)
|
|
|
|
Exhibit
Number
|
|
|
10.8
|
|
Agreement and General Release dated September 28, 2012 between Tyco International Ltd. and Edward D. Breen (Incorporated by reference to Exhibit 10.4 to Tyco International Ltd.'s Annual Report on Form 10-K for the year ended September 28, 2012 filed on November 16, 2012).
(1)
|
10.9
|
|
Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Stock and Incentive Plan for fiscal 2014 (filed herewith).
(1)
|
10.10
|
|
Form of terms and conditions for Option Awards, Restricted Unit Awards and Performance Share Awards under the 2004 Stock and Incentive Plan for fiscal 2013 (Incorporated by reference to Exhibit 10.11 to Tyco International Ltd.'s Annual Report on Form 10-K for the year ended September 28, 2012 filed on November 16, 2012).
(1)
|
10.11
|
|
Form of terms and conditions for Option Awards, Restricted Unit Awards and Performance Share Awards under the 2012 Stock and Incentive Plan for fiscal 2012 (Incorporated by reference to Exhibits 99.1, 99.2 and 99.3 to Tyco International Ltd.'s Current Report on Form 8-K filed on October 14, 2011).
(1)
|
10.12
|
|
Form of terms and conditions for Restricted Stock Unit Awards for Directors under the 2012 Stock and Incentive Plan (Incorporated by reference to Exhibit 10.13 to Tyco International Ltd.'s Annual Report on Form 10-K for the year ended September 28, 2012 filed on November 16, 2012).
(1)
|
10.13
|
|
Credit Agreement, dated as of June 22, 2012, among Tyco International Finance S.A., Tyco International Ltd., the Lenders party thereto, and Citibank, N.A. as Administrative Agent (Incorporated by reference to Exhibit 10.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on June 27, 2012).
|
10.14
|
|
Tax Sharing Agreement by and among Tyco International Ltd., Covidien Ltd., and Tyco Electronics Ltd., dated June 29, 2007 (Incorporated by reference to Exhibit 10.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on July 6, 2007).
|
10.15
|
|
Tax Sharing Agreement, dated September 28, 2012 by and among Pentair Ltd., Tyco International Ltd., Tyco International Finance S.A. and The ADT Corporation (Incorporated by reference to Exhibit 10.1 to Tyco International Ltd.'s Current Report on Form 8-K filed on October 1, 2012).
|
10.16
|
|
Non-Income Tax Sharing Agreement dated September 28, 2012 by and among Tyco International Ltd., Tyco International Finance S.A. and The ADT Corporation (Incorporated by reference to Exhibit 10.2 to Tyco International Ltd.'s Current Report on Form 8-K filed on October 1, 2012).
|
10.17
|
|
Trademark Agreement, dated as of September 25, 2012, by and among ADT Services GmbH, ADT US Holdings, Inc., Tyco International Ltd. and The ADT Corporation (Incorporated by reference to Exhibit 10.3 to Tyco International Ltd.'s Current Report on Form 8-K filed on October 1, 2012).
|
21.1
|
|
Subsidiaries of Tyco International Ltd. (Filed herewith).
|
23.1
|
|
Consent of Deloitte & Touche LLP (Filed herewith).
|
24.1
|
|
Power of Attorney with respect to Tyco International Ltd. signatories (filed herewith).
|
31.1
|
|
Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
|
31.2
|
|
Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
|
32.1
|
|
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
|
101
|
|
Financial statements from the Annual Report on Form 10-K of Tyco International Ltd. for the fiscal year ended September 27, 2013 formatted in XBRL: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity, and (vi) the Notes to Consolidated Financial Statements.
|
(1)
|
Management contract or compensatory plan.
|
(2)
|
See Item 15(a)(3) above.
|
(3)
|
See Item 15(a)(2) above.
|
|
TYCO INTERNATIONAL LTD.
|
|
|
By:
|
/s/ ARUN NAYAR
|
|
|
Arun Nayar
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
Name
|
|
Title
|
|
|
|
*
|
|
|
Rajiv L. Gupta
|
|
Director
|
|
|
|
*
|
|
|
John A. Krol
|
|
Director
|
|
|
|
*
|
|
|
Dr. Brendan R. O'Neill
|
|
Director
|
|
|
|
*
|
|
|
Sandra S. Wijnberg
|
|
Director
|
|
|
|
*
|
|
|
R. David Yost
|
|
Director
|
|
|
|
|
/s/ JUDITH A. REINSDORF
|
|
|
By:
|
|
Judith A. Reinsdorf
Attorney-in-fact
|
|
Page
|
/s/ GEORGE R. OLIVER
|
|
/s/ ARUN NAYAR
|
George R. Oliver
Chief Executive Officer and Director
|
|
Arun Nayar
Executive Vice President and
Chief Financial Officer
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue from product sales
|
$
|
5,953
|
|
|
$
|
5,845
|
|
|
$
|
5,990
|
|
Service revenue
|
4,694
|
|
|
4,558
|
|
|
4,567
|
|
|||
Net revenue
|
10,647
|
|
|
10,403
|
|
|
10,557
|
|
|||
Cost of product sales
|
4,087
|
|
|
3,977
|
|
|
4,193
|
|
|||
Cost of services
|
2,679
|
|
|
2,649
|
|
|
2,697
|
|
|||
Selling, general and administrative expenses
|
2,930
|
|
|
2,903
|
|
|
2,834
|
|
|||
Separation costs (see Note 2)
|
8
|
|
|
71
|
|
|
—
|
|
|||
Restructuring, asset impairment and divestiture charges (gains), net (see Notes 3 and 4)
|
134
|
|
|
118
|
|
|
(149
|
)
|
|||
Operating income
|
809
|
|
|
685
|
|
|
982
|
|
|||
Interest income
|
17
|
|
|
19
|
|
|
27
|
|
|||
Interest expense
|
(100
|
)
|
|
(209
|
)
|
|
(240
|
)
|
|||
Other expense, net
|
(29
|
)
|
|
(454
|
)
|
|
(5
|
)
|
|||
Income from continuing operations before income taxes
|
697
|
|
|
41
|
|
|
764
|
|
|||
Income tax expense
|
(125
|
)
|
|
(348
|
)
|
|
(134
|
)
|
|||
Equity loss in earnings of unconsolidated subsidiaries
|
(48
|
)
|
|
(26
|
)
|
|
(12
|
)
|
|||
Income (loss) from continuing operations
|
524
|
|
|
(333
|
)
|
|
618
|
|
|||
Income from discontinued operations, net of income taxes
|
9
|
|
|
804
|
|
|
1,102
|
|
|||
Net income
|
533
|
|
|
471
|
|
|
1,720
|
|
|||
Less: noncontrolling interest in subsidiaries net (loss) income
|
(3
|
)
|
|
(1
|
)
|
|
1
|
|
|||
Net income attributable to Tyco common shareholders
|
$
|
536
|
|
|
$
|
472
|
|
|
$
|
1,719
|
|
Amounts attributable to Tyco common shareholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
527
|
|
|
$
|
(332
|
)
|
|
$
|
617
|
|
Income from discontinued operations
|
9
|
|
|
804
|
|
|
1,102
|
|
|||
Net income attributable to Tyco common shareholders
|
$
|
536
|
|
|
$
|
472
|
|
|
$
|
1,719
|
|
Basic earnings per share attributable to Tyco common shareholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.14
|
|
|
$
|
(0.72
|
)
|
|
$
|
1.30
|
|
Income from discontinued operations
|
0.01
|
|
|
1.74
|
|
|
2.33
|
|
|||
Net income attributable to Tyco common shareholders
|
$
|
1.15
|
|
|
$
|
1.02
|
|
|
$
|
3.63
|
|
Diluted earnings per share attributable to Tyco common shareholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.12
|
|
|
$
|
(0.72
|
)
|
|
$
|
1.29
|
|
Income from discontinued operations
|
0.02
|
|
|
1.74
|
|
|
2.30
|
|
|||
Net income attributable to Tyco common shareholders
|
$
|
1.14
|
|
|
$
|
1.02
|
|
|
$
|
3.59
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
465
|
|
|
463
|
|
|
474
|
|
|||
Diluted
|
472
|
|
|
463
|
|
|
479
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
533
|
|
|
$
|
471
|
|
|
$
|
1,720
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Foreign currency translation
|
(102
|
)
|
|
93
|
|
|
(143
|
)
|
|||
Defined benefit and post retirement plans
|
81
|
|
|
(163
|
)
|
|
33
|
|
|||
Unrealized loss on marketable securities and derivative instruments
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Deconsolidation of variable interest entity due to adoption of an accounting standard
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||
Total other comprehensive loss, net of tax
|
(21
|
)
|
|
(70
|
)
|
|
(125
|
)
|
|||
Comprehensive income
|
512
|
|
|
401
|
|
|
1,595
|
|
|||
Less: comprehensive loss attributable to noncontrolling interests
|
(3
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|||
Comprehensive income attributable to Tyco common shareholders
|
$
|
515
|
|
|
$
|
402
|
|
|
$
|
1,605
|
|
|
September 27, 2013
|
|
September 28, 2012
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
563
|
|
|
$
|
844
|
|
Accounts receivable, less allowance for doubtful accounts of $83 and $62, respectively
|
1,738
|
|
|
1,696
|
|
||
Inventories
|
655
|
|
|
634
|
|
||
Prepaid expenses and other current assets
|
857
|
|
|
884
|
|
||
Deferred income taxes
|
254
|
|
|
295
|
|
||
Total current assets
|
4,067
|
|
|
4,353
|
|
||
Property, plant and equipment, net
|
1,677
|
|
|
1,670
|
|
||
Goodwill
|
4,519
|
|
|
4,367
|
|
||
Intangible assets, net
|
804
|
|
|
771
|
|
||
Other assets
|
1,109
|
|
|
1,204
|
|
||
Total Assets
|
$
|
12,176
|
|
|
$
|
12,365
|
|
Liabilities and Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Loans payable and current maturities of long-term debt
|
$
|
20
|
|
|
$
|
10
|
|
Accounts payable
|
899
|
|
|
897
|
|
||
Accrued and other current liabilities
|
1,910
|
|
|
1,788
|
|
||
Deferred revenue
|
402
|
|
|
402
|
|
||
Total current liabilities
|
3,231
|
|
|
3,097
|
|
||
Long-term debt
|
1,443
|
|
|
1,481
|
|
||
Deferred revenue
|
400
|
|
|
424
|
|
||
Other liabilities
|
1,969
|
|
|
2,341
|
|
||
Total Liabilities
|
7,043
|
|
|
7,343
|
|
||
Commitments and Contingencies (see Note 13)
|
|
|
|
||||
Redeemable noncontrolling interest
|
12
|
|
|
12
|
|
||
Tyco Shareholders' Equity:
|
|
|
|
||||
Common shares, CHF 0.50 and CHF 6.70 par value as of September 27, 2013 and September 28, 2012, respectively, 825,222,070 shares authorized, 486,363,050 shares issued as of September 27, 2013 and September 28, 2012
|
208
|
|
|
2,792
|
|
||
Common shares held in treasury, 22,902,706 and 24,174,397 shares, as of September 27, 2013 and September 28, 2012, respectively
|
(912
|
)
|
|
(1,094
|
)
|
||
Contributed surplus
|
3,754
|
|
|
1,763
|
|
||
Accumulated earnings
|
3,035
|
|
|
2,499
|
|
||
Accumulated other comprehensive loss
|
(987
|
)
|
|
(966
|
)
|
||
Total Tyco Shareholders' Equity
|
5,098
|
|
|
4,994
|
|
||
Nonredeemable noncontrolling interest
|
23
|
|
|
16
|
|
||
Total Equity
|
5,121
|
|
|
5,010
|
|
||
Total Liabilities, Redeemable Noncontrolling Interest and Equity
|
$
|
12,176
|
|
|
$
|
12,365
|
|
|
Number of
Common
Shares
|
|
Common
Shares at
Par Value
(see Note 15)
|
|
Treasury
Shares
|
|
Contributed
Surplus
|
|
Accumulated
(Deficit)
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Tyco
Shareholders'
Equity
|
|
Non-
redeemable
Non-
controlling
Interest
|
|
Total
Equity
|
|||||||||||||||||
Balance as of September 24, 2010
|
488
|
|
|
$
|
2,948
|
|
|
$
|
(976
|
)
|
|
$
|
12,121
|
|
|
$
|
295
|
|
|
$
|
(322
|
)
|
|
$
|
14,066
|
|
|
$
|
17
|
|
|
$
|
14,083
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,719
|
|
|
|
|
|
1,719
|
|
|
1
|
|
|
1,720
|
|
||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
(114
|
)
|
|
(114
|
)
|
|
(11
|
)
|
|
(125
|
)
|
|||||||||||||
Cancellation of treasury shares
|
|
|
|
(160
|
)
|
|
1,075
|
|
|
(915
|
)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||||||
Dividends declared (see Note 15)
|
|
|
|
4
|
|
|
|
|
|
(466
|
)
|
|
|
|
|
|
|
|
(462
|
)
|
|
|
|
|
(462
|
)
|
||||||||
Shares issued from treasury for vesting of share based equity awards
|
7
|
|
|
|
|
|
257
|
|
|
(133
|
)
|
|
|
|
|
|
|
|
124
|
|
|
|
|
|
124
|
|
||||||||
Repurchase of common shares
|
(30
|
)
|
|
|
|
|
(1,300
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,300
|
)
|
|
|
|
|
(1,300
|
)
|
||||||||
Compensation expense
|
|
|
|
|
|
|
|
|
|
110
|
|
|
|
|
|
|
|
|
110
|
|
|
|
|
|
110
|
|
||||||||
Other
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
13
|
|
|
|
|
|
6
|
|
|
(2
|
)
|
|
4
|
|
||||||||
Balance as of September 30, 2011
|
465
|
|
|
$
|
2,792
|
|
|
$
|
(951
|
)
|
|
$
|
10,717
|
|
|
$
|
2,027
|
|
|
$
|
(436
|
)
|
|
$
|
14,149
|
|
|
$
|
5
|
|
|
$
|
14,154
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
472
|
|
|
|
|
|
472
|
|
|
(1
|
)
|
|
471
|
|
||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
(70
|
)
|
|
(70
|
)
|
|
|
|
|
(70
|
)
|
|||||||||||||
Dividends declared (See Note 15)
|
|
|
|
|
|
|
|
|
|
(368
|
)
|
|
|
|
|
|
|
|
(368
|
)
|
|
|
|
|
(368
|
)
|
||||||||
Shares issued from treasury for vesting of share based equity awards
|
9
|
|
|
|
|
|
382
|
|
|
(156
|
)
|
|
|
|
|
|
|
|
226
|
|
|
|
|
|
226
|
|
||||||||
Repurchase of common shares
|
(11
|
)
|
|
|
|
|
(500
|
)
|
|
|
|
|
|
|
|
|
|
|
(500
|
)
|
|
|
|
|
(500
|
)
|
||||||||
Compensation expense
|
|
|
|
|
|
|
|
|
|
140
|
|
|
|
|
|
|
|
|
140
|
|
|
|
|
|
140
|
|
||||||||
Noncontrolling interest related to acquisitions (See Note 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||||
Distribution of Tyco Flow Control and ADT
|
|
|
|
|
|
|
|
|
|
(8,570
|
)
|
|
|
|
|
(460
|
)
|
|
(9,030
|
)
|
|
|
|
|
(9,030
|
)
|
||||||||
Other
|
(1
|
)
|
|
|
|
|
(25
|
)
|
|
|
|
|
|
|
|
|
|
|
(25
|
)
|
|
(1
|
)
|
|
(26
|
)
|
||||||||
Balance as of September 28, 2012
|
462
|
|
|
$
|
2,792
|
|
|
$
|
(1,094
|
)
|
|
$
|
1,763
|
|
|
$
|
2,499
|
|
|
$
|
(966
|
)
|
|
$
|
4,994
|
|
|
$
|
16
|
|
|
$
|
5,010
|
|
|
Number of
Common
Shares
|
|
Common
Shares at
Par Value
(see Note 15)
|
|
Treasury
Shares
|
|
Contributed
Surplus
|
|
Accumulated
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total Tyco
Shareholders'
Equity
|
|
Non-
redeemable
Non-
controlling
Interest
|
|
Total
Equity
|
|||||||||||||||||
Balance as of September 28, 2012
|
462
|
|
|
$
|
2,792
|
|
|
$
|
(1,094
|
)
|
|
$
|
1,763
|
|
|
$
|
2,499
|
|
|
$
|
(966
|
)
|
|
$
|
4,994
|
|
|
$
|
16
|
|
|
$
|
5,010
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
536
|
|
|
|
|
|
536
|
|
|
(3
|
)
|
|
533
|
|
||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
(21
|
)
|
|
(21
|
)
|
|
|
|
(21
|
)
|
||||||||||||||
Reallocation of share capital to contributed surplus
|
|
|
(2,584
|
)
|
|
|
|
2,584
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||||
Dividends declared (See Note 15)
|
|
|
|
|
|
|
|
|
|
(298
|
)
|
|
|
|
|
|
|
|
(298
|
)
|
|
|
|
|
(298
|
)
|
||||||||
Shares issued from treasury for vesting of share based equity awards
|
12
|
|
|
|
|
|
512
|
|
|
(359
|
)
|
|
|
|
|
|
|
|
153
|
|
|
|
|
|
153
|
|
||||||||
Repurchase of common shares
|
(10
|
)
|
|
|
|
|
(300
|
)
|
|
|
|
|
|
|
|
|
|
|
(300
|
)
|
|
|
|
|
(300
|
)
|
||||||||
Compensation expense
|
|
|
|
|
|
|
|
|
|
63
|
|
|
|
|
|
|
|
|
63
|
|
|
|
|
|
63
|
|
||||||||
Noncontrolling interest related to acquisitions (See Note 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||||||
Other
|
(1
|
)
|
|
|
|
|
(30
|
)
|
|
1
|
|
|
|
|
|
|
|
|
(29
|
)
|
|
|
|
|
(29
|
)
|
||||||||
Balance as of September 27, 2013
|
463
|
|
|
$
|
208
|
|
|
$
|
(912
|
)
|
|
$
|
3,754
|
|
|
$
|
3,035
|
|
|
$
|
(987
|
)
|
|
$
|
5,098
|
|
|
$
|
23
|
|
|
$
|
5,121
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income attributable to Tyco common shareholders
|
$
|
536
|
|
|
$
|
472
|
|
|
$
|
1,719
|
|
Noncontrolling interest in subsidiaries net (loss) income
|
(3
|
)
|
|
(1
|
)
|
|
1
|
|
|||
Income from discontinued operations, net of income taxes
|
(9
|
)
|
|
(804
|
)
|
|
(1,102
|
)
|
|||
Income (loss) from continuing operations
|
524
|
|
|
(333
|
)
|
|
618
|
|
|||
Adjustments to reconcile net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
427
|
|
|
418
|
|
|
421
|
|
|||
Non-cash compensation expense
|
63
|
|
|
113
|
|
|
89
|
|
|||
Deferred income taxes
|
8
|
|
|
373
|
|
|
(10
|
)
|
|||
Provision for losses on accounts receivable and inventory
|
73
|
|
|
55
|
|
|
32
|
|
|||
Loss on the retirement of debt
|
—
|
|
|
453
|
|
|
—
|
|
|||
Non-cash restructuring and asset impairment charges
|
1
|
|
|
25
|
|
|
4
|
|
|||
Loss (gain) on divestitures
|
20
|
|
|
14
|
|
|
(224
|
)
|
|||
Loss on investments
|
42
|
|
|
11
|
|
|
—
|
|
|||
Other non-cash items
|
98
|
|
|
61
|
|
|
79
|
|
|||
Changes in assets and liabilities, net of the effects of acquisitions and divestitures:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(87
|
)
|
|
(128
|
)
|
|
(47
|
)
|
|||
Contracts in progress
|
(23
|
)
|
|
(46
|
)
|
|
(39
|
)
|
|||
Inventories
|
(34
|
)
|
|
(72
|
)
|
|
(42
|
)
|
|||
Prepaid expenses and other current assets
|
52
|
|
|
(86
|
)
|
|
16
|
|
|||
Accounts payable
|
(15
|
)
|
|
59
|
|
|
(33
|
)
|
|||
Accrued and other liabilities
|
(213
|
)
|
|
(80
|
)
|
|
(216
|
)
|
|||
Deferred revenue
|
(30
|
)
|
|
(1
|
)
|
|
(24
|
)
|
|||
Income taxes, net
|
(38
|
)
|
|
(172
|
)
|
|
23
|
|
|||
Other
|
(27
|
)
|
|
37
|
|
|
14
|
|
|||
Net cash provided by operating activities
|
841
|
|
|
701
|
|
|
661
|
|
|||
Net cash provided by discontinued operating activities
|
9
|
|
|
1,885
|
|
|
1,767
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(377
|
)
|
|
(406
|
)
|
|
(371
|
)
|
|||
Proceeds from disposal of assets
|
5
|
|
|
8
|
|
|
6
|
|
|||
Acquisition of businesses, net of cash acquired
|
(229
|
)
|
|
(217
|
)
|
|
(353
|
)
|
|||
Acquisition of dealer generated customer accounts and bulk account purchases
|
(22
|
)
|
|
(28
|
)
|
|
(33
|
)
|
|||
Divestiture of businesses, net of cash divested
|
17
|
|
|
(5
|
)
|
|
709
|
|
|||
Sales and maturities of investments
|
182
|
|
|
128
|
|
|
183
|
|
|||
Purchases of investments
|
(227
|
)
|
|
(87
|
)
|
|
(157
|
)
|
|||
Increase in restricted cash
|
(8
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|||
Other
|
4
|
|
|
27
|
|
|
(37
|
)
|
|||
Net cash used in investing activities
|
(655
|
)
|
|
(582
|
)
|
|
(61
|
)
|
|||
Net cash used in discontinued investing activities
|
—
|
|
|
(1,204
|
)
|
|
(1,005
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of short-term debt
|
475
|
|
|
2,008
|
|
|
805
|
|
|||
Repayment of short-term debt
|
(505
|
)
|
|
(2,009
|
)
|
|
(1,337
|
)
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
19
|
|
|
497
|
|
|||
Repayment of long-term debt
|
—
|
|
|
(3,040
|
)
|
|
(1
|
)
|
|||
Proceeds from exercise of share options
|
153
|
|
|
226
|
|
|
124
|
|
|||
Dividends paid
|
(288
|
)
|
|
(461
|
)
|
|
(458
|
)
|
|||
Repurchase of common shares by treasury
|
(300
|
)
|
|
(500
|
)
|
|
(1,300
|
)
|
|||
Transfer from discontinued operations
|
39
|
|
|
3,274
|
|
|
726
|
|
Other
|
(30
|
)
|
|
(25
|
)
|
|
6
|
|
|||
Net cash used in financing activities
|
(456
|
)
|
|
(508
|
)
|
|
(938
|
)
|
|||
Net cash used in discontinued financing activities
|
(39
|
)
|
|
(251
|
)
|
|
(793
|
)
|
|||
Effect of currency translation on cash
|
(11
|
)
|
|
4
|
|
|
(4
|
)
|
|||
Effect of currency translation on cash related to discontinued operations
|
—
|
|
|
4
|
|
|
(2
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(311
|
)
|
|
49
|
|
|
(375
|
)
|
|||
Less: net (decrease) increase in cash and cash equivalents related to discontinued operations
|
(30
|
)
|
|
434
|
|
|
(33
|
)
|
|||
Decrease in cash and cash equivalents from deconsolidation of variable interest entity
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Cash and cash equivalents at beginning of period
|
844
|
|
|
1,229
|
|
|
1,581
|
|
|||
Cash and cash equivalents at end of period
|
$
|
563
|
|
|
$
|
844
|
|
|
$
|
1,229
|
|
Supplementary Cash Flow Information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
99
|
|
|
$
|
222
|
|
|
$
|
225
|
|
Income taxes paid, net of refunds
|
155
|
|
|
147
|
|
|
121
|
|
Buildings and related improvements
|
Up to 50 years
|
Leasehold improvements
|
Lesser of remaining term of the lease or economic useful life
|
Subscriber systems
|
Accelerated method up to 15 years
|
Other machinery, equipment and furniture and fixtures
|
Up to 21 years
|
•
|
Level 1—inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date.
|
•
|
Level 2—inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates.
|
•
|
Level 3—inputs for the valuations are unobservable and are based on management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models.
|
|
For the Year Ended
September 27, 2013
|
|
For the Year Ended
September 28, 2012
|
||||||||||||||||||||
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Total
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Total
|
||||||||||||
Loss on extinguishment of debt (See Note 10)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
453
|
|
|
$
|
—
|
|
|
$
|
453
|
|
Professional fees
|
5
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
191
|
|
|
191
|
|
||||||
Non-cash impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Information technology related costs
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||||
Employee compensation costs
|
3
|
|
|
1
|
|
|
4
|
|
|
74
|
|
|
17
|
|
|
91
|
|
||||||
Marketing costs
|
40
|
|
|
—
|
|
|
40
|
|
|
3
|
|
|
5
|
|
|
8
|
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Other costs
|
11
|
|
|
(10
|
)
|
|
1
|
|
|
8
|
|
|
32
|
|
|
40
|
|
||||||
Total Pre-Tax Separation Charges
|
69
|
|
|
(8
|
)
|
|
61
|
|
|
561
|
|
|
278
|
|
|
839
|
|
||||||
Tax-related separation charges
|
22
|
|
|
—
|
|
|
22
|
|
|
266
|
|
|
(2
|
)
|
|
264
|
|
||||||
Tax benefit on Pre-Tax Separation Charges
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(10
|
)
|
||||||
Total Separation Charges, net of tax benefit
|
$
|
78
|
|
|
$
|
(8
|
)
|
|
$
|
70
|
|
|
$
|
822
|
|
|
$
|
271
|
|
|
$
|
1,093
|
|
|
For the Years Ended
|
|||||
|
September 27, 2013
|
September 28, 2012
|
||||
Selling, general and administrative expenses ("SG&A")
|
$
|
61
|
|
$
|
4
|
|
Separation costs
|
8
|
|
71
|
|
||
Restructuring, asset impairment and divestiture charges (gains), net
|
—
|
|
33
|
|
||
Other expense, net
|
—
|
|
453
|
|
||
Total
|
$
|
69
|
|
$
|
561
|
|
|
For the Years Ended
|
||||||||||
|
September 27,
2013
|
|
September 28,
2012
|
|
September 30,
2011
|
||||||
Net revenue
|
$
|
—
|
|
|
$
|
7,148
|
|
|
$
|
6,752
|
|
Pre-tax income from discontinued operations
|
$
|
—
|
|
|
$
|
1,208
|
|
|
$
|
1,145
|
|
Pre-tax separation charges included within discontinued operations (See Note 2)
|
8
|
|
|
(278
|
)
|
|
(24
|
)
|
|||
Pre-tax gain on sale of discontinued operations
|
—
|
|
|
4
|
|
|
170
|
|
|||
Income tax benefit (expense)
|
1
|
|
|
(130
|
)
|
|
(189
|
)
|
|||
Income from discontinued operations, net of income taxes
|
$
|
9
|
|
|
$
|
804
|
|
|
$
|
1,102
|
|
|
For the Years Ended
|
||||||||||
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
2013 actions
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2012 actions
|
3
|
|
|
94
|
|
|
—
|
|
|||
2011 and prior actions
|
12
|
|
|
10
|
|
|
78
|
|
|||
Total restructuring and asset impairment charges, net
|
$
|
114
|
|
|
$
|
104
|
|
|
$
|
78
|
|
Charges reflected in cost of sales
|
—
|
|
|
—
|
|
|
2
|
|
|||
Charges reflected in SG&A
|
—
|
|
|
—
|
|
|
1
|
|
|||
Charges reflected in restructuring, asset impairments and divestiture charges (gains), net
|
$
|
114
|
|
|
$
|
104
|
|
|
$
|
75
|
|
|
For the Year Ended
September 27, 2013
|
||||||||||
|
Employee
Severance and
Benefits
|
|
Facility Exit
and Other
Charges
|
|
Total
|
||||||
NA Installation & Services
|
$
|
34
|
|
|
$
|
1
|
|
|
$
|
35
|
|
ROW Installation & Services
|
46
|
|
|
4
|
|
|
50
|
|
|||
Global Products
|
9
|
|
|
2
|
|
|
11
|
|
|||
Corporate and Other
|
3
|
|
|
—
|
|
|
3
|
|
|||
Total
|
$
|
92
|
|
|
$
|
7
|
|
|
$
|
99
|
|
Balance as of September 28, 2012
|
$
|
—
|
|
Charges
|
102
|
|
|
Reversals
|
(4
|
)
|
|
Utilization
|
(29
|
)
|
|
Transfer
|
(1
|
)
|
|
Balance as of September 27, 2013
|
$
|
68
|
|
|
For the Year Ended
September 27, 2013
|
||||||||||
|
Employee
Severance and
Benefits
|
|
Facility Exit
and Other
Charges
|
|
Total
|
||||||
ROW Installation & Services
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
4
|
|
Global Products
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Total
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
For the Year Ended
September 28, 2012
|
||||||||||
|
Employee
Severance and
Benefits
(1)
|
|
Facility Exit
and Other
Charges
(2)
|
|
Total
|
||||||
NA Installation & Services
|
$
|
10
|
|
|
$
|
34
|
|
|
$
|
44
|
|
ROW Installation & Services
|
22
|
|
|
5
|
|
|
27
|
|
|||
Global Products
|
7
|
|
|
3
|
|
|
10
|
|
|||
Corporate and Other
|
9
|
|
|
4
|
|
|
13
|
|
|||
Total
|
$
|
48
|
|
|
$
|
46
|
|
|
$
|
94
|
|
(1)
|
Includes
$6 million
of charges for the year ended September 28, 2012 related to the 2012 Separation recorded by Corporate and Other.
|
(2)
|
Includes
$20 million
,
$1 million
and
$2 million
of asset impairment charges recorded by NA Installation & Services, ROW Installation & Services and Global Products, respectively, for the year ended September 28, 2012 related to the 2012 Separation. Includes
$4 million
of other restructuring charges recorded by Corporate and Other for the year ended September 28, 2012 related to the 2012 Separation.
|
|
Employee
Severance and Benefits |
|
Facility Exit
and Other Charges |
|
Total
|
||||||
NA Installation & Services
|
$
|
10
|
|
|
$
|
34
|
|
|
$
|
44
|
|
ROW Installation & Services
|
25
|
|
|
6
|
|
|
31
|
|
|||
Global Products
|
6
|
|
|
3
|
|
|
9
|
|
|||
Corporate and Other
|
9
|
|
|
4
|
|
|
13
|
|
|||
Total
|
$
|
50
|
|
|
$
|
47
|
|
|
$
|
97
|
|
Balance as of September 28, 2012
|
$
|
38
|
|
Charges
|
8
|
|
|
Reversals
|
(5
|
)
|
|
Utilization
|
(25
|
)
|
|
Currency translation
|
(1
|
)
|
|
Balance as of September 27, 2013
|
$
|
15
|
|
|
As of
|
||||||
|
September 27,
2013
|
|
September 28,
2012
|
||||
Accrued and other current liabilities
|
$
|
113
|
|
|
$
|
84
|
|
Other liabilities
|
18
|
|
|
19
|
|
||
Total
|
$
|
131
|
|
|
$
|
103
|
|
|
For the Years Ended
|
||||||||||
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Current:
|
|
|
|
|
|
||||||
United States:
|
|
|
|
|
|
||||||
Federal
|
$
|
14
|
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
State
|
8
|
|
|
6
|
|
|
(2
|
)
|
|||
Non U.S.
|
95
|
|
|
172
|
|
|
144
|
|
|||
Current income tax provision
|
$
|
117
|
|
|
$
|
174
|
|
|
$
|
138
|
|
Deferred:
|
|
|
|
|
|
||||||
United States:
|
|
|
|
|
|
||||||
Federal
|
$
|
(12
|
)
|
|
$
|
(10
|
)
|
|
$
|
(17
|
)
|
State
|
5
|
|
|
(2
|
)
|
|
(12
|
)
|
|||
Non U.S.
|
15
|
|
|
186
|
|
|
25
|
|
|||
Deferred income tax provision
|
8
|
|
|
174
|
|
|
(4
|
)
|
|||
|
$
|
125
|
|
|
$
|
348
|
|
|
$
|
134
|
|
|
For the Years Ended
|
||||||||||
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Notional U.S. federal income tax expense at the statutory rate
|
$
|
245
|
|
|
$
|
15
|
|
|
$
|
267
|
|
Adjustments to reconcile to the income tax provision:
|
|
|
|
|
|
||||||
U.S. state income tax provision, net
|
(3
|
)
|
|
6
|
|
|
10
|
|
|||
Non U.S. net earnings
(1)
|
(211
|
)
|
|
4
|
|
|
(108
|
)
|
|||
Nondeductible charges
|
79
|
|
|
61
|
|
|
(18
|
)
|
|||
Valuation allowance
|
4
|
|
|
235
|
|
|
(3
|
)
|
|||
Other
|
11
|
|
|
27
|
|
|
(14
|
)
|
|||
Provision for income taxes
|
$
|
125
|
|
|
$
|
348
|
|
|
$
|
134
|
|
(1)
|
Excludes nondeductible charges and other items which are broken out separately in the table.
|
|
As of
|
||||||
|
September 27, 2013
|
|
September 28, 2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities and reserves
|
$
|
289
|
|
|
$
|
56
|
|
Tax loss and credit carryforwards
|
2,434
|
|
|
2,240
|
|
||
Postretirement benefits
|
191
|
|
|
261
|
|
||
Deferred revenue
|
114
|
|
|
138
|
|
||
Other
|
102
|
|
|
380
|
|
||
|
3,130
|
|
|
3,075
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(192
|
)
|
|
(177
|
)
|
||
Intangibles assets
|
(568
|
)
|
|
(500
|
)
|
||
Other
|
(167
|
)
|
|
(101
|
)
|
||
|
(927
|
)
|
|
(778
|
)
|
||
Net deferred tax asset before valuation allowance
|
2,203
|
|
|
2,297
|
|
||
Valuation allowance
|
(1,950
|
)
|
|
(1,826
|
)
|
||
Net deferred tax asset
|
$
|
253
|
|
|
$
|
471
|
|
|
As of
|
||||||||||
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
Balance as of beginning of year
|
$
|
121
|
|
|
$
|
145
|
|
|
$
|
137
|
|
Additions based on tax positions related to the current year
|
137
|
|
|
18
|
|
|
9
|
|
|||
Additions based on tax positions related to prior years
|
7
|
|
|
7
|
|
|
31
|
|
|||
Reductions based on tax positions related to prior years
|
(6
|
)
|
|
(38
|
)
|
|
(28
|
)
|
|||
Reductions related to settlements
|
—
|
|
|
(1
|
)
|
|
(4
|
)
|
|||
Reductions related to lapse of the applicable statute of limitations
|
(2
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|||
Foreign currency translation adjustments
|
—
|
|
|
(7
|
)
|
|
6
|
|
|||
Balance as of end of year
|
$
|
257
|
|
|
$
|
121
|
|
|
$
|
145
|
|
Jurisdiction
|
Years
Open To Audit
|
Australia
|
2004-2012
|
Canada
|
2002-2012
|
Germany
|
2005-2012
|
South Korea
|
2006-2012
|
Switzerland
|
2003-2012
|
United Kingdom
|
2011-2012
|
United States
|
1997-2012
|
|
2012 Tax Sharing Agreement
|
|
2007 Tax Sharing Agreement
|
||||||||||||
|
As of
September 27,
2013
|
|
As of
September 28,
2012
|
|
As of
September 27,
2013
|
|
As of
September 28,
2012
|
||||||||
Net receivable:
|
|
|
|
|
|
|
|
||||||||
Prepaid expenses and other current assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Other assets
|
—
|
|
|
—
|
|
|
67
|
|
|
66
|
|
||||
|
—
|
|
|
—
|
|
|
67
|
|
|
75
|
|
||||
Tax sharing agreement related liabilities
|
|
|
|
|
|
|
|
||||||||
Accrued and other current liabilities
|
(33
|
)
|
|
—
|
|
|
(130
|
)
|
|
(14
|
)
|
||||
Other liabilities
|
(36
|
)
|
|
(71
|
)
|
|
(254
|
)
|
|
(394
|
)
|
||||
|
(69
|
)
|
|
(71
|
)
|
|
(384
|
)
|
|
(408
|
)
|
||||
Net liability
|
$
|
(69
|
)
|
|
$
|
(71
|
)
|
|
$
|
(317
|
)
|
|
$
|
(333
|
)
|
|
For the Years Ended
|
||||||||||
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
||||||
(Expense)/income
|
|
|
|
|
|
||||||
2007 Tax Sharing Agreement
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(7
|
)
|
2012 Tax Sharing Agreement
|
(32
|
)
|
|
—
|
|
|
NA
|
|
|
For the Years Ended
|
|||||||||||||||||||||||||||||||
|
September 27, 2013
|
|
September 28, 2012
|
|
September 30, 2011
|
|||||||||||||||||||||||||||
|
Income
|
|
Shares
|
|
Per
Share
Amount
|
|
(Loss)
|
|
Shares
|
|
Per
Share
Amount
|
|
Income
|
|
Shares
|
|
Per
Share
Amount
|
|||||||||||||||
Basic earnings per share attributable to Tyco common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income (loss) from continuing operations
|
$
|
527
|
|
|
465
|
|
|
$
|
1.14
|
|
|
$
|
(332
|
)
|
|
463
|
|
|
$
|
(0.72
|
)
|
|
$
|
617
|
|
|
474
|
|
|
$
|
1.30
|
|
Share options and restricted share awards
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
||||||
Diluted earnings per share attributable to Tyco common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income (loss) from continuing operations attributable to Tyco common shareholders, giving effect to dilutive adjustments
|
$
|
527
|
|
|
472
|
|
|
$
|
1.12
|
|
|
$
|
(332
|
)
|
|
463
|
|
|
$
|
(0.72
|
)
|
|
$
|
617
|
|
|
479
|
|
|
$
|
1.29
|
|
|
NA Installation
& Services
|
|
ROW
Installation
& Services
|
|
Global
Products
|
|
Total
|
||||||||
As of September 30, 2011
|
|
|
|
|
|
|
|
||||||||
Gross Goodwill
|
$
|
2,119
|
|
|
$
|
2,241
|
|
|
$
|
1,629
|
|
|
$
|
5,989
|
|
Impairments
|
(126
|
)
|
|
(1,068
|
)
|
|
(567
|
)
|
|
(1,761
|
)
|
||||
Carrying Amount of Goodwill
|
1,993
|
|
|
1,173
|
|
|
1,062
|
|
|
4,228
|
|
||||
Acquisitions/ Purchase Accounting Adjustments
|
—
|
|
|
38
|
|
|
66
|
|
|
104
|
|
||||
Currency Translation
|
8
|
|
|
26
|
|
|
1
|
|
|
35
|
|
||||
As of September 28, 2012
|
|
|
|
|
|
|
|
||||||||
Gross Goodwill
|
$
|
2,127
|
|
|
$
|
2,305
|
|
|
$
|
1,696
|
|
|
$
|
6,128
|
|
Impairments
|
(126
|
)
|
|
(1,068
|
)
|
|
(567
|
)
|
|
(1,761
|
)
|
||||
Carrying Amount of Goodwill
|
2,001
|
|
|
1,237
|
|
|
1,129
|
|
|
4,367
|
|
||||
Acquisitions/ Purchase Accounting Adjustments
|
24
|
|
|
77
|
|
|
90
|
|
|
191
|
|
||||
Transfers
|
(39
|
)
|
|
—
|
|
|
39
|
|
|
—
|
|
||||
Currency Translation
|
(8
|
)
|
|
(30
|
)
|
|
(1
|
)
|
|
(39
|
)
|
||||
As of September 27, 2013
|
|
|
|
|
|
|
|
||||||||
Gross Goodwill
|
$
|
2,104
|
|
|
$
|
2,352
|
|
|
$
|
1,824
|
|
|
$
|
6,280
|
|
Impairments
|
(126
|
)
|
|
(1,068
|
)
|
|
(567
|
)
|
|
(1,761
|
)
|
||||
Carrying Amount of Goodwill
|
$
|
1,978
|
|
|
$
|
1,284
|
|
|
$
|
1,257
|
|
|
$
|
4,519
|
|
|
As of
|
||||||||||||||
|
September 27, 2013
|
|
September 28, 2012
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizable:
|
|
|
|
|
|
|
|
||||||||
Contracts and related customer relationships
|
$
|
1,531
|
|
|
$
|
1,199
|
|
|
$
|
1,604
|
|
|
$
|
1,245
|
|
Intellectual property
|
623
|
|
|
477
|
|
|
552
|
|
|
468
|
|
||||
Other
|
40
|
|
|
13
|
|
|
36
|
|
|
9
|
|
||||
Total
|
$
|
2,194
|
|
|
$
|
1,689
|
|
|
$
|
2,192
|
|
|
$
|
1,722
|
|
Non-Amortizable:
|
|
|
|
|
|
|
|
||||||||
Intellectual property
|
$
|
223
|
|
|
|
|
|
$
|
224
|
|
|
|
|
||
Franchise rights
|
76
|
|
|
|
|
|
77
|
|
|
|
|
||||
Total
|
$
|
299
|
|
|
|
|
|
$
|
301
|
|
|
|
|
|
As of
September 27,
2013
|
|
As of
September 28,
2012
|
||||
3.375% public notes due 2015
|
258
|
|
|
257
|
|
||
3.75% public notes due 2018
|
67
|
|
|
67
|
|
||
8.5% public notes due 2019
|
364
|
|
|
364
|
|
||
7.0% public notes due 2019
|
246
|
|
|
247
|
|
||
6.875% public notes due 2021
|
466
|
|
|
466
|
|
||
4.625% public notes due 2023
|
42
|
|
|
42
|
|
||
Other
(1)(2)
|
20
|
|
|
48
|
|
||
Total debt
|
1,463
|
|
|
1,491
|
|
||
Less: current portion
|
20
|
|
|
10
|
|
||
Long-term debt
|
$
|
1,443
|
|
|
$
|
1,481
|
|
(1)
|
$
20 million
of the amount shown as other, comprises the current portion of the Company's total debt as of
September 27, 2013
.
|
(2)
|
$
10 million
of the amount shown as other, comprises the current portion of the Company's total debt as of
September 28, 2012
.
|
6.0% public notes due 2013
|
$
|
656
|
|
4.125% public notes due 2014
|
500
|
|
|
3.375% public notes due 2015
|
242
|
|
|
3.750% public notes due 2018
|
183
|
|
|
8.5% public notes due 2019
|
386
|
|
|
7.0% public notes due 2019
|
180
|
|
|
6.875% public notes due 2021
|
245
|
|
|
4.625% public notes due 2023
|
208
|
|
|
Total amounts redeemed
|
$
|
2,600
|
|
|
|
||
Balance as of September 28, 2012
|
$
|
30
|
|
Warranties issued
|
16
|
|
|
Changes in estimates
|
(4
|
)
|
|
Settlements
|
(11
|
)
|
|
Balance as of September 27, 2013
|
$
|
31
|
|
|
|
|
|
|
Fair Value
|
|
Consolidated
Balance Sheet
Classification
|
||||||||||||||||||||
Type of Security
|
Cost
Basis
|
|
Gross
Unrealized
Gain
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Prepaids
and Other
Current
Assets
|
|
Other
Assets
|
||||||||||||||
Corporate debt securities
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
34
|
|
|
$
|
11
|
|
|
$
|
23
|
|
U.S. Government debt securities
|
209
|
|
|
—
|
|
|
171
|
|
|
38
|
|
|
209
|
|
|
89
|
|
|
120
|
|
|||||||
|
$
|
243
|
|
|
$
|
—
|
|
|
$
|
171
|
|
|
$
|
72
|
|
|
$
|
243
|
|
|
$
|
100
|
|
|
$
|
143
|
|
|
|
|
|
|
Fair Value
|
|
Consolidated
Balance Sheet
Classification
|
||||||||||||||||||||
Type of Security
|
Cost
Basis
|
|
Gross
Unrealized
Gain
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Prepaids
and Other
Current
Assets
|
|
Other
Assets
|
||||||||||||||
Corporate debt securities
|
$
|
33
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
34
|
|
|
$
|
7
|
|
|
$
|
27
|
|
U.S. Government debt securities
|
167
|
|
|
2
|
|
|
86
|
|
|
83
|
|
|
169
|
|
|
63
|
|
|
106
|
|
|||||||
|
$
|
200
|
|
|
$
|
3
|
|
|
$
|
86
|
|
|
$
|
117
|
|
|
$
|
203
|
|
|
$
|
70
|
|
|
$
|
133
|
|
|
Cost
Basis
|
|
Fair
Value
|
||||
Due in one year or less
|
$
|
100
|
|
|
$
|
100
|
|
Due after one year through five years
|
143
|
|
|
143
|
|
||
Total
|
$
|
243
|
|
|
$
|
243
|
|
|
Operating
Leases
|
||
2014
|
$
|
158
|
|
2015
|
128
|
|
|
2016
|
107
|
|
|
2017
|
75
|
|
|
2018
|
29
|
|
|
Thereafter
|
40
|
|
|
|
$
|
537
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
7
|
|
|
$
|
19
|
|
|
$
|
15
|
|
|
$
|
16
|
|
Interest cost
|
33
|
|
|
35
|
|
|
38
|
|
|
51
|
|
|
54
|
|
|
58
|
|
||||||
Expected return on plan assets
|
(48
|
)
|
|
(42
|
)
|
|
(43
|
)
|
|
(67
|
)
|
|
(60
|
)
|
|
(59
|
)
|
||||||
Amortization of initial net (asset)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Amortization of net actuarial loss
|
14
|
|
|
13
|
|
|
9
|
|
|
12
|
|
|
8
|
|
|
10
|
|
||||||
Plan settlements, curtailments and special termination benefits
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Net periodic benefit cost
|
$
|
5
|
|
|
$
|
11
|
|
|
$
|
9
|
|
|
$
|
15
|
|
|
$
|
16
|
|
|
$
|
24
|
|
Weighted-average assumptions used to determine net periodic pension cost during the year:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
3.6
|
%
|
|
4.5
|
%
|
|
5.0
|
%
|
|
4.2
|
%
|
|
5.2
|
%
|
|
5.1
|
%
|
||||||
Expected return on plan assets
|
8.0
|
%
|
|
8.0
|
%
|
|
8.0
|
%
|
|
6.8
|
%
|
|
6.8
|
%
|
|
6.8
|
%
|
||||||
Rate of compensation increase
|
NA
|
|
|
NA
|
|
|
4.0
|
%
|
|
3.6
|
%
|
|
3.4
|
%
|
|
3.6
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations as of beginning of year
|
$
|
931
|
|
|
$
|
819
|
|
|
$
|
1,254
|
|
|
$
|
1,064
|
|
Service cost
|
6
|
|
|
5
|
|
|
19
|
|
|
15
|
|
||||
Interest cost
|
33
|
|
|
35
|
|
|
51
|
|
|
54
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Actuarial (gain) loss
|
(132
|
)
|
|
119
|
|
|
91
|
|
|
137
|
|
||||
Transfers
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
Benefits and administrative expenses paid
|
(46
|
)
|
|
(47
|
)
|
|
(60
|
)
|
|
(53
|
)
|
||||
Plan settlements, curtailments and special termination benefits
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Currency translation
|
—
|
|
|
—
|
|
|
7
|
|
|
30
|
|
||||
Benefit obligations as of end of year
|
$
|
792
|
|
|
$
|
931
|
|
|
$
|
1,367
|
|
|
$
|
1,254
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets as of beginning of year
|
$
|
623
|
|
|
$
|
529
|
|
|
$
|
1,016
|
|
|
$
|
877
|
|
Actual return on plan assets
|
66
|
|
|
105
|
|
|
114
|
|
|
103
|
|
||||
Employer contributions
|
9
|
|
|
36
|
|
|
47
|
|
|
52
|
|
||||
Employee contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Acquisitions/divestitures
|
—
|
|
|
—
|
|
|
1
|
|
|
6
|
|
||||
Benefits and administrative expenses paid
|
(46
|
)
|
|
(47
|
)
|
|
(60
|
)
|
|
(53
|
)
|
||||
Plan settlements, curtailments and special termination benefits
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Currency translation
|
—
|
|
|
—
|
|
|
1
|
|
|
29
|
|
||||
Fair value of plan assets as of end of year
|
$
|
652
|
|
|
$
|
623
|
|
|
$
|
1,119
|
|
|
$
|
1,016
|
|
Funded status
|
$
|
(140
|
)
|
|
$
|
(308
|
)
|
|
$
|
(248
|
)
|
|
$
|
(238
|
)
|
Net amount recognized
|
$
|
(140
|
)
|
|
$
|
(308
|
)
|
|
$
|
(248
|
)
|
|
$
|
(238
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
(13
|
)
|
|
$
|
(13
|
)
|
Non-current liabilities
|
(137
|
)
|
|
(305
|
)
|
|
(235
|
)
|
|
(225
|
)
|
||||
Net amount recognized
|
$
|
(140
|
)
|
|
$
|
(308
|
)
|
|
$
|
(248
|
)
|
|
$
|
(238
|
)
|
Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of:
|
|
|
|
|
|
|
|
||||||||
Transition asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Net actuarial loss
|
(271
|
)
|
|
(435
|
)
|
|
(424
|
)
|
|
(390
|
)
|
||||
Total loss recognized
|
$
|
(271
|
)
|
|
$
|
(435
|
)
|
|
$
|
(422
|
)
|
|
$
|
(387
|
)
|
Weighted-average assumptions used to determine pension benefit obligations at year end:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
4.9
|
%
|
|
3.6
|
%
|
|
4.2
|
%
|
|
4.2
|
%
|
||||
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
3.6
|
%
|
|
3.6
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
As of
September 27,
2013
|
|
As of
September 28,
2012
|
|
As of
September 27,
2013
|
|
As of
September 28,
2012
|
||||||||
Accumulated benefit obligation
|
$
|
792
|
|
|
$
|
931
|
|
|
$
|
1,345
|
|
|
$
|
1,235
|
|
Accumulated benefit obligation and fair value of plan assets for plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation
|
$
|
792
|
|
|
$
|
931
|
|
|
$
|
1,324
|
|
|
$
|
1,224
|
|
Fair value of plan assets
|
652
|
|
|
623
|
|
|
1,095
|
|
|
1,003
|
|
||||
Aggregate benefit obligation and fair value of plan assets for plans with benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
||||||||
Aggregate benefit obligation
|
$
|
792
|
|
|
$
|
931
|
|
|
$
|
1,356
|
|
|
$
|
1,254
|
|
Fair value of plan assets
|
652
|
|
|
623
|
|
|
1,108
|
|
|
1,016
|
|
|
U.S. Plans
|
|
Non-U.S.
Plans
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Asset Category:
|
|
|
|
|
|
|
|
||||
Equity securities
|
63
|
%
|
|
59
|
%
|
|
52
|
%
|
|
50
|
%
|
Debt securities
|
35
|
%
|
|
39
|
%
|
|
48
|
%
|
|
50
|
%
|
Cash and cash equivalents
|
2
|
%
|
|
2
|
%
|
|
—
|
|
|
—
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
As of
September 27, 2013
|
||||||||||
($ in millions)
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
U.S. equity securities
|
$
|
187
|
|
|
$
|
296
|
|
|
$
|
483
|
|
Non-U.S. equity securities
|
165
|
|
|
351
|
|
|
516
|
|
|||
Fixed income securities:
|
|
|
|
|
|
||||||
Government and government agency securities
|
34
|
|
|
292
|
|
|
326
|
|
|||
Corporate debt securities
|
—
|
|
|
379
|
|
|
379
|
|
|||
Mortgage and other asset-backed securities
|
—
|
|
|
54
|
|
|
54
|
|
|||
Cash and cash equivalents
|
13
|
|
|
—
|
|
|
13
|
|
|||
Total
|
$
|
399
|
|
|
$
|
1,372
|
|
|
$
|
1,771
|
|
|
As of
September 28, 2012
|
||||||||||
($ in millions)
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equity securities:
|
|
|
|
|
|
||||||
U.S. equity securities
|
$
|
162
|
|
|
$
|
268
|
|
|
$
|
430
|
|
Non-U.S. equity securities
|
101
|
|
|
336
|
|
|
437
|
|
|||
Fixed income securities:
|
|
|
|
|
|
||||||
Government and government agency securities
|
58
|
|
|
272
|
|
|
330
|
|
|||
Corporate debt securities
|
—
|
|
|
384
|
|
|
384
|
|
|||
Mortgage and other asset-backed securities
|
—
|
|
|
39
|
|
|
39
|
|
|||
Cash and cash equivalents
|
19
|
|
|
—
|
|
|
19
|
|
|||
Total
|
$
|
340
|
|
|
$
|
1,299
|
|
|
$
|
1,639
|
|
|
As of
September 27, 2013
|
||||||
Investment ($ in millions)
|
Fair
Value
|
|
Redemption
Frequency
|
|
Redemption
Notice
Period
|
||
U.S. equity securities
|
$
|
292
|
|
|
Daily
|
|
1 day, 5 days
|
Non-U.S. equity securities
|
390
|
|
|
Daily, Semi-monthly
|
|
1 day, 2 days, 3 days
|
|
Government and government agency securities
|
148
|
|
|
Daily
|
|
1 day, 2 days
|
|
Corporate debt securities
|
121
|
|
|
Daily
|
|
1 day, 2 days
|
|
|
$
|
951
|
|
|
|
|
|
|
As of
September 28, 2012
|
||||||
Investment ($ in millions)
|
Fair
Value
|
|
Redemption
Frequency
|
|
Redemption
Notice
Period
|
||
U.S. equity securities
|
$
|
265
|
|
|
Daily
|
|
1 day
|
Non-U.S. equity securities
|
329
|
|
|
Daily, Semi-monthly
|
|
1 day, 2 days, 3 days
|
|
Government and government agency securities
|
119
|
|
|
Daily
|
|
1 day
|
|
Corporate debt securities
|
136
|
|
|
Daily
|
|
1 day, 2 days
|
|
|
$
|
849
|
|
|
|
|
|
2014
|
$
|
3
|
|
2015
|
3
|
|
|
2016
|
3
|
|
|
2017
|
3
|
|
|
2018
|
3
|
|
|
2019-2023
|
12
|
|
|
2013 Share
Repurchase Program
|
|
2011 Share
Repurchase Program
|
|
2010 Share
Repurchase Program
|
|||||||||||||||
|
Shares
(in millions)
|
|
Amounts
($ in billions)
|
|
Shares
(in millions)
|
|
Amounts
($ in billions)
|
|
Shares
(in millions)
|
|
Amounts
($ in billions)
|
|||||||||
Approved Repurchase Amount
|
|
|
|
$
|
0.6
|
|
|
|
|
|
$
|
1.0
|
|
|
|
|
|
$
|
1.0
|
|
Repurchases
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Fiscal 2013
|
3.0
|
|
|
0.1
|
|
|
7.0
|
|
|
0.2
|
|
|
N/A
|
|
|
N/A
|
|
|||
Fiscal 2012
|
N/A
|
|
|
N/A
|
|
|
11.0
|
|
|
0.5
|
|
|
N/A
|
|
|
N/A
|
|
|||
Fiscal 2011
|
N/A
|
|
|
N/A
|
|
|
6.0
|
|
|
0.3
|
|
|
24.0
|
|
|
1.0
|
|
|||
Remaining Amount Available
|
|
|
$
|
0.5
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
533
|
|
|
$
|
471
|
|
|
$
|
1,720
|
|
Foreign currency translation
|
(87
|
)
|
|
92
|
|
|
21
|
|
|||
Liquidation of foreign entities
(1)
|
(9
|
)
|
|
2
|
|
|
(164
|
)
|
|||
Income tax expense
(2)
|
(6
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Foreign currency translation, net of tax
|
(102
|
)
|
|
93
|
|
|
(143
|
)
|
|||
Net actuarial gains (losses)
|
109
|
|
|
(212
|
)
|
|
(30
|
)
|
|||
Amortization reclassified into earnings
|
26
|
|
|
22
|
|
|
21
|
|
|||
Settlements/curtailments reclassified to earnings
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Foreign currency and other
|
—
|
|
|
(15
|
)
|
|
(2
|
)
|
|||
Divestiture of business
|
—
|
|
|
—
|
|
|
33
|
|
|||
Income tax (expense) benefit
|
(54
|
)
|
|
42
|
|
|
12
|
|
|||
Defined benefit and post retirement plans, net of tax
|
81
|
|
|
(163
|
)
|
|
33
|
|
|||
Unrealized gain (loss) on marketable securities and derivative instruments
|
2
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Income tax (expense) benefit
|
(2
|
)
|
|
1
|
|
|
(2
|
)
|
|||
Unrealized loss on marketable securities and derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Deconsolidation of variable interest entity due to adoption of an accounting standard
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||
Total other comprehensive loss, net of tax
|
(21
|
)
|
|
(70
|
)
|
|
(125
|
)
|
|||
Comprehensive income
|
512
|
|
|
401
|
|
|
1,595
|
|
|||
Less: comprehensive loss attributable to noncontrolling interests
|
(3
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|||
Comprehensive income attributable to Tyco common shareholders
|
$
|
515
|
|
|
$
|
402
|
|
|
$
|
1,605
|
|
(1)
|
During the years ended
September 27, 2013
,
September 28, 2012
and
September 30, 2011
,
$9 million
of cumulative translation gains,
$2 million
of cumulative translation loss and
$164 million
of cumulative translation gains, respectively, were transferred from currency translation adjustments as a result of the sale of foreign entities. Of these amounts,
nil
,
$2 million
and
$126 million
, respectively, are included in income from discontinued operations.
|
(2)
|
Income tax on the net investment hedge was
$6 million
of an income tax expense for the year ended
September 27, 2013
,
$1 million
of an income tax expense for the year ended
September 28, 2012
and
nil
for the year ended
September 30, 2011
.
|
|
Currency
Translation
Adjustments
|
|
Unrealized Gain
(Loss) on
Marketable
Securities and
Derivative
Instruments
|
|
Retirement
Plans
|
|
Accumulated Other
Comprehensive Loss
|
||||||||
Balance as of September 24, 2010
|
$
|
213
|
|
|
$
|
4
|
|
|
$
|
(539
|
)
|
|
$
|
(322
|
)
|
Other comprehensive (loss) income, net of tax
|
(143
|
)
|
|
(4
|
)
|
|
33
|
|
|
(114
|
)
|
||||
Balance as of September 30, 2011
|
70
|
|
|
—
|
|
|
(506
|
)
|
|
(436
|
)
|
||||
Other comprehensive income (loss), net of tax
|
93
|
|
|
—
|
|
|
(163
|
)
|
|
(70
|
)
|
||||
Distribution of Tyco Flow Control and ADT
|
(582
|
)
|
|
—
|
|
|
122
|
|
|
(460
|
)
|
||||
Balance as of September 28, 2012
|
(419
|
)
|
|
—
|
|
|
(547
|
)
|
|
(966
|
)
|
||||
Other comprehensive (loss) income, net of tax
|
(102
|
)
|
|
—
|
|
|
81
|
|
|
(21
|
)
|
||||
Balance as of September 27, 2013
|
$
|
(521
|
)
|
|
$
|
—
|
|
|
$
|
(466
|
)
|
|
$
|
(987
|
)
|
|
2013
|
|
2012
|
|
2011
|
|||
Selling, general and administrative expenses
|
$63
|
|
$81
|
|
$89
|
|||
Separation costs
|
—
|
|
|
28
|
|
|
—
|
|
Restructuring, asset impairments and divestiture charges (gains), net
|
—
|
|
|
4
|
|
|
—
|
|
Total share-based compensation costs included in Continuing operations
|
63
|
|
|
113
|
|
|
89
|
|
Discontinued operations
|
—
|
|
|
27
|
|
|
21
|
|
Total share-based compensation costs
|
$63
|
|
$140
|
|
$110
|
|
2013
|
|
2012
|
|
2011
|
||||||
Expected stock price volatility
|
35
|
%
|
|
36
|
%
|
|
33
|
%
|
|||
Risk free interest rate
|
0.87
|
%
|
|
1.46
|
%
|
|
1.30
|
%
|
|||
Expected annual dividend per share
|
$
|
0.60
|
|
|
$
|
1.00
|
|
|
$
|
0.84
|
|
Expected life of options (years)
|
5.8
|
|
|
5.8
|
|
|
5.2
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual Term
(in years)
|
|
Aggregate
Intrinsic
Value
($ in millions)
|
|||||
Outstanding as of September 28, 2012
|
21,670,340
|
|
|
$
|
20.89
|
|
|
|
|
|
|
|
Granted
|
4,214,430
|
|
|
27.27
|
|
|
|
|
|
|
||
Exercised
|
(7,306,955
|
)
|
|
20.90
|
|
|
|
|
|
|
||
Expired
|
(640,895
|
)
|
|
21.69
|
|
|
|
|
|
|
||
Forfeited
|
(137,731
|
)
|
|
23.98
|
|
|
|
|
|
|
||
Outstanding as of September 27, 2013
|
17,799,189
|
|
|
22.34
|
|
|
6.20
|
|
$
|
225
|
|
|
Vested and unvested expected to vest as of September 27, 2013
|
16,924,966
|
|
|
22.19
|
|
|
6.09
|
|
$
|
216
|
|
|
Exercisable as of September 27, 2013
|
9,190,538
|
|
|
21.20
|
|
|
4.31
|
|
$
|
126
|
|
Non-vested Restricted Stock Units
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Non-vested as of September 28, 2012
|
5,164,283
|
|
|
$
|
20.24
|
|
Granted
|
1,366,929
|
|
|
27.66
|
|
|
Vested
|
(2,118,908
|
)
|
|
18.49
|
|
|
Forfeited
|
(443,177
|
)
|
|
20.76
|
|
|
Non-vested as of September 27, 2013
|
3,969,127
|
|
|
22.63
|
|
•
|
NA Installation & Services
designs, sells, installs, services and monitors electronic security systems and fire detection and suppression systems for commercial, industrial, retail, institutional and governmental customers in North America.
|
•
|
ROW Installation & Services
designs, sells, installs, services and monitors electronic security systems and fire detection and suppression systems for commercial, industrial, retail, residential, small business, institutional and governmental customers in the Rest of World ("ROW") regions.
|
•
|
Global Products
designs, manufactures and sells fire protection, security and life safety products, including intrusion security, anti-theft devices, breathing apparatus and access control and video management systems, for commercial, industrial, retail, residential, small business, institutional and governmental customers worldwide, including products installed and serviced by our NA and ROW Installation & Services segments.
|
|
2013
(2)
|
|
2012
(2)
|
|
2011
(2)
|
||||||
Net Revenue
(1)
:
|
|
|
|
|
|
||||||
NA Installation & Services
|
$
|
3,891
|
|
|
$
|
3,962
|
|
|
$
|
4,022
|
|
ROW Installation & Services
|
4,417
|
|
|
4,341
|
|
|
4,434
|
|
|||
Global Products
|
2,339
|
|
|
2,100
|
|
|
1,754
|
|
|||
Corporate and Other
|
—
|
|
|
—
|
|
|
347
|
|
|||
|
$
|
10,647
|
|
|
$
|
10,403
|
|
|
$
|
10,557
|
|
(1)
|
Net revenue by operating segment excludes intercompany transactions.
|
(2)
|
Fiscal 2011 was a
53
-week year. Fiscal years 2013 and 2012 were
52
-week years.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating income (loss):
|
|
|
|
|
|
||||||
NA Installation & Services
|
$
|
388
|
|
|
$
|
374
|
|
|
$
|
425
|
|
ROW Installation & Services
|
433
|
|
|
456
|
|
|
405
|
|
|||
Global Products
|
307
|
|
|
353
|
|
|
295
|
|
|||
Corporate and Other
(1)
|
(319
|
)
|
|
(498
|
)
|
|
(143
|
)
|
|||
|
$
|
809
|
|
|
$
|
685
|
|
|
$
|
982
|
|
(1)
|
Operating income includes
$7 million
for the year ended
September 30, 2011
, related to the Company's former Electrical and Metals Products business of which a majority interest was sold during the first quarter of fiscal 2011. Operating income for the year ended
September 30, 2011
also included a gain, net of working capital adjustments, of
$248 million
related to the same sale. See Note 3.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Total Assets:
|
|
|
|
|
|
||||||
NA Installation & Services
|
$
|
3,829
|
|
|
$
|
3,989
|
|
|
$
|
4,025
|
|
ROW Installation & Services
|
3,928
|
|
|
3,884
|
|
|
3,633
|
|
|||
Global Products
|
2,726
|
|
|
2,377
|
|
|
2,037
|
|
|||
Corporate and Other
|
1,693
|
|
|
2,115
|
|
|
3,047
|
|
|||
Assets of discontinued operations
|
—
|
|
|
—
|
|
|
13,960
|
|
|||
|
$
|
12,176
|
|
|
$
|
12,365
|
|
|
$
|
26,702
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
NA Installation & Services
|
$
|
139
|
|
|
$
|
137
|
|
|
$
|
143
|
|
ROW Installation & Services
|
223
|
|
|
211
|
|
|
211
|
|
|||
Global Products
|
58
|
|
|
63
|
|
|
49
|
|
|||
Corporate and Other
|
7
|
|
|
7
|
|
|
18
|
|
|||
|
$
|
427
|
|
|
$
|
418
|
|
|
$
|
421
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
NA Installation & Services
|
$
|
92
|
|
|
$
|
107
|
|
|
$
|
76
|
|
ROW Installation & Services
|
217
|
|
|
211
|
|
|
210
|
|
|||
Global Products
|
58
|
|
|
74
|
|
|
66
|
|
|||
Corporate and Other
|
10
|
|
|
14
|
|
|
19
|
|
|||
|
$
|
377
|
|
|
$
|
406
|
|
|
$
|
371
|
|
|
2013
(4)
|
|
2012
(4)
|
|
2011
(4)
|
||||||
Net Revenue
(1)
:
|
|
|
|
|
|
||||||
North America
(2)
|
$
|
5,343
|
|
|
$
|
5,257
|
|
|
$
|
5,386
|
|
Latin America
|
480
|
|
|
441
|
|
|
459
|
|
|||
Europe, Middle East and Africa
(3)
|
2,758
|
|
|
2,766
|
|
|
2,896
|
|
|||
Asia-Pacific
|
2,066
|
|
|
1,939
|
|
|
1,816
|
|
|||
|
$
|
10,647
|
|
|
$
|
10,403
|
|
|
$
|
10,557
|
|
(1)
|
Net revenue is attributed to individual countries based on the reporting entity that records the transaction.
|
(2)
|
Includes U.S. net revenue of
$4,568 million
,
$4,478 million
and
$4,630 million
for 2013, 2012 and 2011, respectively.
|
(3)
|
The U.K. represents the largest portion of net revenue in the Europe, Middle East and Africa region with net revenue of
$1,168 million
,
$1,162 million
and
$1,187 million
for 2013, 2012 and 2011, respectively.
|
(4)
|
Fiscal 2011 was a
53
-week year. Fiscal years 2013 and 2012 were
52
-week years.
|
|
2013
|
|
2012
|
|
2011
|
||||||
Long-lived assets
(1)
:
|
|
|
|
|
|
||||||
North America
(2)
|
$
|
892
|
|
|
$
|
925
|
|
|
$
|
967
|
|
Latin America
|
129
|
|
|
151
|
|
|
144
|
|
|||
Europe, Middle East and Africa
|
340
|
|
|
359
|
|
|
367
|
|
|||
Asia-Pacific
|
601
|
|
|
587
|
|
|
535
|
|
|||
Corporate and Other
|
32
|
|
|
29
|
|
|
33
|
|
|||
|
$
|
1,994
|
|
|
$
|
2,051
|
|
|
$
|
2,046
|
|
(1)
|
Long-lived assets are comprised primarily of subscriber system assets, net, property, plant and equipment, net, deferred subscriber acquisition costs, net and dealer intangibles. They exclude goodwill, other intangible assets and other assets.
|
(2)
|
Includes U.S. long-lived assets of
$828 million
,
$856 million
and
$895 million
for 2013, 2012 and 2011, respectively.
|
|
As of
September 27,
2013
|
|
As of
September 28,
2012
|
||||
Contracts in process
|
$
|
384
|
|
|
$
|
360
|
|
Other
|
473
|
|
|
524
|
|
||
Prepaid expenses and other current assets
|
$
|
857
|
|
|
$
|
884
|
|
Deferred tax asset-non current
|
$
|
279
|
|
|
$
|
398
|
|
Other
|
830
|
|
|
806
|
|
||
Other assets
|
$
|
1,109
|
|
|
$
|
1,204
|
|
Accrued payroll and payroll related costs
|
$
|
327
|
|
|
$
|
291
|
|
Deferred income tax liability-current
|
44
|
|
|
10
|
|
||
Income taxes payable-current
|
42
|
|
|
126
|
|
||
Accrued dividends
|
148
|
|
|
139
|
|
||
Other
|
1,349
|
|
|
1,222
|
|
||
Accrued and other current liabilities
|
$
|
1,910
|
|
|
$
|
1,788
|
|
Long-term pension and postretirement liabilities
|
$
|
425
|
|
|
$
|
593
|
|
Deferred income tax liability-non-current
|
236
|
|
|
211
|
|
||
Income taxes payable-non-current
|
147
|
|
|
124
|
|
||
Other
|
1,161
|
|
|
1,413
|
|
||
Other liabilities
|
$
|
1,969
|
|
|
$
|
2,341
|
|
|
As of
September 27,
2013
|
|
As of
September 28,
2012
|
||||
Purchased materials and manufactured parts
|
$
|
157
|
|
|
$
|
135
|
|
Work in process
|
93
|
|
|
80
|
|
||
Finished goods
|
405
|
|
|
419
|
|
||
Inventories
|
$
|
655
|
|
|
$
|
634
|
|
|
As of
September 27,
2013
|
|
As of
September 28,
2012
|
|||
Land
|
$
|
44
|
|
|
44
|
|
Buildings
|
388
|
|
|
358
|
|
|
Subscriber systems
|
2,971
|
|
|
3,063
|
|
|
Machinery and equipment
|
1,232
|
|
|
1,158
|
|
|
Construction in progress
|
67
|
|
|
102
|
|
|
Accumulated depreciation
|
(3,025
|
)
|
|
(3,055
|
)
|
|
Property, Plant and Equipment, net
|
$
|
1,677
|
|
|
1,670
|
|
|
Tyco
International
Ltd.
|
|
Tyco
International
Finance S.A.
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,647
|
|
|
$
|
—
|
|
|
$
|
10,647
|
|
Cost of product sales and services
|
—
|
|
|
—
|
|
|
6,766
|
|
|
—
|
|
|
6,766
|
|
|||||
Selling, general and administrative expenses
|
11
|
|
|
1
|
|
|
2,918
|
|
|
—
|
|
|
2,930
|
|
|||||
Separation costs
|
3
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
8
|
|
|||||
Restructuring, asset impairment and divestiture charges, net
|
—
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
134
|
|
|||||
Operating (loss) income
|
(14
|
)
|
|
(1
|
)
|
|
824
|
|
|
—
|
|
|
809
|
|
|||||
Interest income
|
2
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
17
|
|
|||||
Interest expense
|
(1
|
)
|
|
(95
|
)
|
|
(4
|
)
|
|
—
|
|
|
(100
|
)
|
|||||
Other (expense) income, net
|
(31
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(29
|
)
|
|||||
Equity in net (loss) income of subsidiaries
|
(12,666
|
)
|
|
575
|
|
|
—
|
|
|
12,091
|
|
|
—
|
|
|||||
Intercompany interest and fees
|
13,248
|
|
|
122
|
|
|
(13,370
|
)
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from continuing operations before income taxes
|
538
|
|
|
601
|
|
|
(12,533
|
)
|
|
12,091
|
|
|
697
|
|
|||||
Income tax expense
|
(2
|
)
|
|
(2
|
)
|
|
(121
|
)
|
|
—
|
|
|
(125
|
)
|
|||||
Equity loss in earnings of unconsolidated subsidiaries
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|||||
Income (loss) from continuing operations
|
536
|
|
|
599
|
|
|
(12,702
|
)
|
|
12,091
|
|
|
524
|
|
|||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Net income (loss)
|
536
|
|
|
599
|
|
|
(12,693
|
)
|
|
12,091
|
|
|
533
|
|
|||||
Less: noncontrolling interest in subsidiaries net loss
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Net income (loss) attributable to Tyco common shareholders
|
$
|
536
|
|
|
$
|
599
|
|
|
$
|
(12,690
|
)
|
|
$
|
12,091
|
|
|
$
|
536
|
|
|
Tyco
International
Ltd.
|
|
Tyco
International
Finance S.A.
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net income (loss)
|
$
|
536
|
|
|
$
|
599
|
|
|
$
|
(12,693
|
)
|
|
$
|
12,091
|
|
|
$
|
533
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation
|
(102
|
)
|
|
—
|
|
|
(102
|
)
|
|
102
|
|
|
(102
|
)
|
|||||
Defined benefit and post retirement plans
|
81
|
|
|
—
|
|
|
81
|
|
|
(81
|
)
|
|
81
|
|
|||||
Unrealized loss on marketable securities and derivate instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive loss, net of tax
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|
21
|
|
|
(21
|
)
|
|||||
Comprehensive income (loss)
|
515
|
|
|
599
|
|
|
(12,714
|
)
|
|
12,112
|
|
|
512
|
|
|||||
Less: comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Comprehensive income (loss) attributable to Tyco common shareholders
|
$
|
515
|
|
|
$
|
599
|
|
|
$
|
(12,711
|
)
|
|
$
|
12,112
|
|
|
$
|
515
|
|
|
Tyco
International
Ltd.
|
|
Tyco
International
Finance S.A.
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,403
|
|
|
$
|
—
|
|
|
$
|
10,403
|
|
Cost of product sales and services
|
—
|
|
|
—
|
|
|
6,626
|
|
|
—
|
|
|
6,626
|
|
|||||
Selling, general and administrative expenses
|
15
|
|
|
15
|
|
|
2,873
|
|
|
—
|
|
|
2,903
|
|
|||||
Separation costs
|
3
|
|
|
1
|
|
|
67
|
|
|
—
|
|
|
71
|
|
|||||
Restructuring, asset impairment and divestiture charges, net
|
1
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
118
|
|
|||||
Operating (loss) income
|
(19
|
)
|
|
(16
|
)
|
|
720
|
|
|
—
|
|
|
685
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||
Interest expense
|
—
|
|
|
(204
|
)
|
|
(5
|
)
|
|
—
|
|
|
(209
|
)
|
|||||
Other (expense) income, net
|
(4
|
)
|
|
(453
|
)
|
|
3
|
|
|
—
|
|
|
(454
|
)
|
|||||
Equity in net income of subsidiaries
|
913
|
|
|
1,065
|
|
|
—
|
|
|
(1,978
|
)
|
|
—
|
|
|||||
Intercompany interest and fees
|
(412
|
)
|
|
282
|
|
|
225
|
|
|
(95
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
478
|
|
|
674
|
|
|
962
|
|
|
(2,073
|
)
|
|
41
|
|
|||||
Income tax expense
|
(2
|
)
|
|
(2
|
)
|
|
(344
|
)
|
|
—
|
|
|
(348
|
)
|
|||||
Equity loss in earnings of unconsolidated subsidiaries
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|||||
Income (loss) from continuing operations
|
476
|
|
|
672
|
|
|
592
|
|
|
(2,073
|
)
|
|
(333
|
)
|
|||||
(Loss) income from discontinued operations, net of income taxes
|
(4
|
)
|
|
—
|
|
|
713
|
|
|
95
|
|
|
804
|
|
|||||
Net income
|
472
|
|
|
672
|
|
|
1,305
|
|
|
(1,978
|
)
|
|
471
|
|
|||||
Less: noncontrolling interest in subsidiaries net loss
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net income attributable to Tyco common shareholders
|
$
|
472
|
|
|
$
|
672
|
|
|
$
|
1,306
|
|
|
$
|
(1,978
|
)
|
|
$
|
472
|
|
|
Tyco
International
Ltd.
|
|
Tyco
International
Finance S.A.
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net income
|
$
|
472
|
|
|
$
|
672
|
|
|
$
|
1,305
|
|
|
$
|
(1,978
|
)
|
|
$
|
471
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation
|
93
|
|
|
11
|
|
|
82
|
|
|
(93
|
)
|
|
93
|
|
|||||
Defined benefit and post retirement plans
|
(163
|
)
|
|
—
|
|
|
(163
|
)
|
|
163
|
|
|
(163
|
)
|
|||||
Unrealized loss on marketable securities and derivate instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total other comprehensive (loss) income, net of tax
|
(70
|
)
|
|
11
|
|
|
(81
|
)
|
|
70
|
|
|
(70
|
)
|
|||||
Comprehensive income
|
402
|
|
|
683
|
|
|
1,224
|
|
|
(1,908
|
)
|
|
401
|
|
|||||
Less: comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Comprehensive income attributable to Tyco common shareholders
|
$
|
402
|
|
|
$
|
683
|
|
|
$
|
1,225
|
|
|
$
|
(1,908
|
)
|
|
$
|
402
|
|
|
Tyco
International
Ltd.
|
|
Tyco
International
Finance S.A.
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,557
|
|
|
$
|
—
|
|
|
$
|
10,557
|
|
Cost of product sales and services
|
—
|
|
|
—
|
|
|
6,890
|
|
|
—
|
|
|
6,890
|
|
|||||
Selling, general and administrative expenses
|
32
|
|
|
12
|
|
|
2,790
|
|
|
—
|
|
|
2,834
|
|
|||||
Restructuring, asset impairment and divestiture charges (gains), net
|
3
|
|
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
(149
|
)
|
|||||
Operating (loss) income
|
(35
|
)
|
|
(12
|
)
|
|
1,029
|
|
|
—
|
|
|
982
|
|
|||||
Interest income
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||
Interest expense
|
—
|
|
|
(237
|
)
|
|
(3
|
)
|
|
—
|
|
|
(240
|
)
|
|||||
Other (expense) income, net
|
(7
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(5
|
)
|
|||||
Equity in net income of subsidiaries
|
2,863
|
|
|
2,809
|
|
|
—
|
|
|
(5,672
|
)
|
|
—
|
|
|||||
Intercompany interest and fees
|
(1,098
|
)
|
|
337
|
|
|
900
|
|
|
(139
|
)
|
|
—
|
|
|||||
Income from continuing operations before income taxes
|
1,723
|
|
|
2,897
|
|
|
1,955
|
|
|
(5,811
|
)
|
|
764
|
|
|||||
Income tax expense
|
(4
|
)
|
|
(25
|
)
|
|
(105
|
)
|
|
—
|
|
|
(134
|
)
|
|||||
Equity loss in earnings of unconsolidated subsidiaries
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Income from continuing operations
|
1,719
|
|
|
2,872
|
|
|
1,838
|
|
|
(5,811
|
)
|
|
618
|
|
|||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
963
|
|
|
139
|
|
|
1,102
|
|
|||||
Net income
|
1,719
|
|
|
2,872
|
|
|
2,801
|
|
|
(5,672
|
)
|
|
1,720
|
|
|||||
Less: noncontrolling interest in subsidiaries net income
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net income attributable to Tyco common shareholders
|
$
|
1,719
|
|
|
$
|
2,872
|
|
|
$
|
2,800
|
|
|
$
|
(5,672
|
)
|
|
$
|
1,719
|
|
|
Tyco
International
Ltd.
|
|
Tyco
International
Finance S.A.
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Net income
|
$
|
1,719
|
|
|
$
|
2,872
|
|
|
$
|
2,801
|
|
|
$
|
(5,672
|
)
|
|
$
|
1,720
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation
|
(143
|
)
|
|
(21
|
)
|
|
(122
|
)
|
|
143
|
|
|
(143
|
)
|
|||||
Defined benefit and post retirement plans
|
33
|
|
|
—
|
|
|
33
|
|
|
(33
|
)
|
|
33
|
|
|||||
Unrealized loss on marketable securities and derivate instruments
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
|
(4
|
)
|
|||||
Deconsolidation of variable interest entity due to adoption of an accounting standard
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Total other comprehensive loss, net of tax
|
(114
|
)
|
|
(21
|
)
|
|
(104
|
)
|
|
114
|
|
|
(125
|
)
|
|||||
Comprehensive income
|
1,605
|
|
|
2,851
|
|
|
2,697
|
|
|
(5,558
|
)
|
|
1,595
|
|
|||||
Less: comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Comprehensive income attributable to Tyco common shareholders
|
$
|
1,605
|
|
|
$
|
2,851
|
|
|
$
|
2,707
|
|
|
$
|
(5,558
|
)
|
|
$
|
1,605
|
|
|
Tyco
International
Ltd.
|
|
Tyco
International
Finance S.A.
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
563
|
|
|
$
|
—
|
|
|
$
|
563
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
1,738
|
|
|
—
|
|
|
1,738
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
655
|
|
|
—
|
|
|
655
|
|
|||||
Intercompany receivables
|
22
|
|
|
2,079
|
|
|
7,354
|
|
|
(9,455
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
9
|
|
|
—
|
|
|
848
|
|
|
—
|
|
|
857
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
254
|
|
|||||
Total current assets
|
31
|
|
|
2,079
|
|
|
11,412
|
|
|
(9,455
|
)
|
|
4,067
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,677
|
|
|
—
|
|
|
1,677
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
4,519
|
|
|
—
|
|
|
4,519
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
804
|
|
|
—
|
|
|
804
|
|
|||||
Investment in subsidiaries
|
12,826
|
|
|
14,690
|
|
|
—
|
|
|
(27,516
|
)
|
|
—
|
|
|||||
Intercompany loans receivable
|
—
|
|
|
1,141
|
|
|
5,310
|
|
|
(6,451
|
)
|
|
—
|
|
|||||
Other assets
|
68
|
|
|
6
|
|
|
1,035
|
|
|
—
|
|
|
1,109
|
|
|||||
Total Assets
|
$
|
12,925
|
|
|
$
|
17,916
|
|
|
$
|
24,757
|
|
|
$
|
(43,422
|
)
|
|
$
|
12,176
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans payable and current maturities of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
Accounts payable
|
1
|
|
|
—
|
|
|
898
|
|
|
—
|
|
|
899
|
|
|||||
Accrued and other current liabilities
|
353
|
|
|
23
|
|
|
1,534
|
|
|
—
|
|
|
1,910
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
402
|
|
|
—
|
|
|
402
|
|
|||||
Intercompany payables
|
3,515
|
|
|
3,845
|
|
|
2,095
|
|
|
(9,455
|
)
|
|
—
|
|
|||||
Total current liabilities
|
3,869
|
|
|
3,868
|
|
|
4,949
|
|
|
(9,455
|
)
|
|
3,231
|
|
|||||
Long-term debt
|
—
|
|
|
1,443
|
|
|
—
|
|
|
—
|
|
|
1,443
|
|
|||||
Intercompany loans payable
|
3,660
|
|
|
1,852
|
|
|
939
|
|
|
(6,451
|
)
|
|
—
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
400
|
|
|||||
Other liabilities
|
298
|
|
|
—
|
|
|
1,671
|
|
|
—
|
|
|
1,969
|
|
|||||
Total Liabilities
|
7,827
|
|
|
7,163
|
|
|
7,959
|
|
|
(15,906
|
)
|
|
7,043
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Tyco Shareholders' Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shares
|
208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||
Common shares held in treasury
|
—
|
|
|
—
|
|
|
(912
|
)
|
|
—
|
|
|
(912
|
)
|
|||||
Other shareholders' equity
|
4,890
|
|
|
10,753
|
|
|
17,675
|
|
|
(27,516
|
)
|
|
5,802
|
|
|||||
Total Tyco Shareholders' Equity
|
5,098
|
|
|
10,753
|
|
|
16,763
|
|
|
(27,516
|
)
|
|
5,098
|
|
|||||
Nonredeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|||||
Total Equity
|
5,098
|
|
|
10,753
|
|
|
16,786
|
|
|
(27,516
|
)
|
|
5,121
|
|
|||||
Total Liabilities, Redeemable Noncontrolling Interest and Equity
|
$
|
12,925
|
|
|
$
|
17,916
|
|
|
$
|
24,757
|
|
|
$
|
(43,422
|
)
|
|
$
|
12,176
|
|
|
Tyco
International
Ltd.
|
|
Tyco
International
Finance S.A.
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
844
|
|
|
$
|
—
|
|
|
$
|
844
|
|
Accounts receivable, net
|
7
|
|
|
—
|
|
|
1,689
|
|
|
—
|
|
|
1,696
|
|
|||||
Inventories
|
—
|
|
|
—
|
|
|
634
|
|
|
—
|
|
|
634
|
|
|||||
Intercompany receivables
|
1,220
|
|
|
1,890
|
|
|
10,361
|
|
|
(13,471
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
14
|
|
|
—
|
|
|
870
|
|
|
—
|
|
|
884
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
295
|
|
|
—
|
|
|
295
|
|
|||||
Total current assets
|
1,241
|
|
|
1,890
|
|
|
14,693
|
|
|
(13,471
|
)
|
|
4,353
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
1,670
|
|
|
—
|
|
|
1,670
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
4,367
|
|
|
—
|
|
|
4,367
|
|
|||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
771
|
|
|
—
|
|
|
771
|
|
|||||
Investment in subsidiaries
|
25,666
|
|
|
15,337
|
|
|
—
|
|
|
(41,003
|
)
|
|
—
|
|
|||||
Intercompany loans receivable
|
1,921
|
|
|
7,031
|
|
|
19,956
|
|
|
(28,908
|
)
|
|
—
|
|
|||||
Other assets
|
67
|
|
|
260
|
|
|
877
|
|
|
—
|
|
|
1,204
|
|
|||||
Total Assets
|
$
|
28,895
|
|
|
$
|
24,518
|
|
|
$
|
42,334
|
|
|
$
|
(83,382
|
)
|
|
$
|
12,365
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans payable and current maturities of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Accounts payable
|
—
|
|
|
—
|
|
|
897
|
|
|
—
|
|
|
897
|
|
|||||
Accrued and other current liabilities
|
187
|
|
|
23
|
|
|
1,578
|
|
|
—
|
|
|
1,788
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
402
|
|
|
—
|
|
|
402
|
|
|||||
Intercompany payables
|
3,571
|
|
|
6,793
|
|
|
3,107
|
|
|
(13,471
|
)
|
|
—
|
|
|||||
Total current liabilities
|
3,758
|
|
|
6,816
|
|
|
5,994
|
|
|
(13,471
|
)
|
|
3,097
|
|
|||||
Long-term debt
|
—
|
|
|
1,443
|
|
|
38
|
|
|
—
|
|
|
1,481
|
|
|||||
Intercompany loans payable
|
19,672
|
|
|
3,055
|
|
|
6,181
|
|
|
(28,908
|
)
|
|
—
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
424
|
|
|
—
|
|
|
424
|
|
|||||
Other liabilities
|
471
|
|
|
—
|
|
|
1,870
|
|
|
—
|
|
|
2,341
|
|
|||||
Total Liabilities
|
23,901
|
|
|
11,314
|
|
|
14,507
|
|
|
(42,379
|
)
|
|
7,343
|
|
|||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Tyco Shareholders' Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shares
|
2,792
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,792
|
|
|||||
Common shares held in treasury
|
—
|
|
|
—
|
|
|
(1,094
|
)
|
|
—
|
|
|
(1,094
|
)
|
|||||
Other shareholders' equity
|
2,202
|
|
|
13,204
|
|
|
28,893
|
|
|
(41,003
|
)
|
|
3,296
|
|
|||||
Total Tyco Shareholders' Equity
|
4,994
|
|
|
13,204
|
|
|
27,799
|
|
|
(41,003
|
)
|
|
4,994
|
|
|||||
Nonredeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Total Equity
|
4,994
|
|
|
13,204
|
|
|
27,815
|
|
|
(41,003
|
)
|
|
5,010
|
|
|||||
Total Liabilities, Redeemable Noncontrolling Interest and Equity
|
$
|
28,895
|
|
|
$
|
24,518
|
|
|
$
|
42,334
|
|
|
$
|
(83,382
|
)
|
|
$
|
12,365
|
|
|
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
|
$
|
(251
|
)
|
|
$
|
452
|
|
|
$
|
640
|
|
|
$
|
—
|
|
|
$
|
841
|
|
Net cash provided by discontinued operating activities
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(377
|
)
|
|
—
|
|
|
(377
|
)
|
|||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
—
|
|
|
(229
|
)
|
|||||
Acquisition of dealer generated customer accounts and bulk account purchases
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||||
Divestiture of businesses, net of cash divested
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
Intercompany dividend from subsidiary
|
—
|
|
|
32
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|||||
Net increase in intercompany loans
|
—
|
|
|
(431
|
)
|
|
—
|
|
|
431
|
|
|
—
|
|
|||||
Decrease in investment in subsidiaries
|
—
|
|
|
8
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|||||
Net increase in investments
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|||||
Increase in restricted cash
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(391
|
)
|
|
(655
|
)
|
|
391
|
|
|
(655
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net repayments of debt
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Proceeds from exercise of share options
|
—
|
|
|
—
|
|
|
153
|
|
|
—
|
|
|
153
|
|
|||||
Dividends paid
|
(288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(288
|
)
|
|||||
Intercompany dividend to parent
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
32
|
|
|
—
|
|
|||||
Repurchase of common shares by treasury
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|||||
Net intercompany loan borrowings (repayments)
|
449
|
|
|
—
|
|
|
(18
|
)
|
|
(431
|
)
|
|
—
|
|
|||||
Decrease in equity from parent
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
8
|
|
|
—
|
|
|||||
Transfer from (to) discontinued operations
|
90
|
|
|
(61
|
)
|
|
10
|
|
|
—
|
|
|
39
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Net cash provided by (used in) financing activities
|
251
|
|
|
(61
|
)
|
|
(255
|
)
|
|
(391
|
)
|
|
(456
|
)
|
|||||
Net cash used in discontinued financing activities
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Net decrease in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(311
|
)
|
|
—
|
|
|
(311
|
)
|
|||||
Less: net decrease in cash and cash equivalents related to discontinued operations
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
—
|
|
|
844
|
|
|
—
|
|
|
844
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
563
|
|
|
$
|
—
|
|
|
$
|
563
|
|
|
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
|
$
|
(467
|
)
|
|
$
|
3,542
|
|
|
$
|
(2,374
|
)
|
|
$
|
—
|
|
|
$
|
701
|
|
Net cash provided by discontinued operating activities
|
—
|
|
|
—
|
|
|
1,885
|
|
|
—
|
|
|
1,885
|
|
|||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(406
|
)
|
|
—
|
|
|
(406
|
)
|
|||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(217
|
)
|
|
—
|
|
|
(217
|
)
|
|||||
Acquisition of dealer generated customer accounts and bulk account purchases
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
|||||
Divestiture of businesses, net of cash divested
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Intercompany dividend from subsidiary
|
—
|
|
|
409
|
|
|
—
|
|
|
(409
|
)
|
|
—
|
|
|||||
Net increase in intercompany loans
|
—
|
|
|
(1,119
|
)
|
|
—
|
|
|
1,119
|
|
|
—
|
|
|||||
(Increase) decrease in investment in subsidiaries
|
(495
|
)
|
|
207
|
|
|
16
|
|
|
272
|
|
|
—
|
|
|||||
Net decrease in investments
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|||||
Increase in restricted cash
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||
Net cash used in investing activities
|
(495
|
)
|
|
(503
|
)
|
|
(566
|
)
|
|
982
|
|
|
(582
|
)
|
|||||
Net cash used in discontinued investing activities
|
—
|
|
|
—
|
|
|
(1,215
|
)
|
|
11
|
|
|
(1,204
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (repayments) borrowings of debt
|
—
|
|
|
(3,039
|
)
|
|
17
|
|
|
—
|
|
|
(3,022
|
)
|
|||||
Proceeds from exercise of share options
|
—
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
226
|
|
|||||
Dividends paid
|
(461
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(461
|
)
|
|||||
Repurchase of common shares by treasury
|
—
|
|
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
|||||
Net intercompany loan borrowings (repayments)
|
1,423
|
|
|
—
|
|
|
(304
|
)
|
|
(1,119
|
)
|
|
—
|
|
|||||
Increase in equity from parent
|
—
|
|
|
—
|
|
|
71
|
|
|
(71
|
)
|
|
—
|
|
|||||
Transfer from discontinued operations
|
—
|
|
|
—
|
|
|
3,066
|
|
|
208
|
|
|
3,274
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|||||
Net cash provided by (used in) financing activities
|
962
|
|
|
(3,039
|
)
|
|
2,551
|
|
|
(982
|
)
|
|
(508
|
)
|
|||||
Net cash used in discontinued financing activities
|
—
|
|
|
—
|
|
|
(448
|
)
|
|
197
|
|
|
(251
|
)
|
|||||
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Effect of currency translation on cash related to discontinued operations
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(159
|
)
|
|
208
|
|
|
49
|
|
|||||
Less: net increase in cash and cash equivalents related to discontinued operations
|
—
|
|
|
—
|
|
|
226
|
|
|
208
|
|
|
434
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
—
|
|
|
1,229
|
|
|
—
|
|
|
1,229
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
844
|
|
|
$
|
—
|
|
|
$
|
844
|
|
|
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
|
$
|
(7,090
|
)
|
|
$
|
1,739
|
|
|
$
|
6,012
|
|
|
$
|
—
|
|
|
$
|
661
|
|
Net cash provided by discontinued operating activities
|
—
|
|
|
—
|
|
|
1,767
|
|
|
—
|
|
|
1,767
|
|
|||||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(371
|
)
|
|
—
|
|
|
(371
|
)
|
|||||
Proceeds from disposal of assets
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(353
|
)
|
|
—
|
|
|
(353
|
)
|
|||||
Acquisition of dealer generated customer accounts and bulk account purchases
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|||||
Divestiture of businesses, net of cash divested
|
35
|
|
|
—
|
|
|
674
|
|
|
—
|
|
|
709
|
|
|||||
Intercompany dividend from subsidiary
|
6,347
|
|
|
9
|
|
|
—
|
|
|
(6,356
|
)
|
|
—
|
|
|||||
Net increase in intercompany loans
|
—
|
|
|
(1,703
|
)
|
|
—
|
|
|
1,703
|
|
|
—
|
|
|||||
Decrease (increase) in investment in subsidiaries
|
4,773
|
|
|
(9
|
)
|
|
(72
|
)
|
|
(4,692
|
)
|
|
—
|
|
|||||
Net decrease in investments
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|||||
Increase in restricted cash
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Other
|
—
|
|
|
(12
|
)
|
|
(25
|
)
|
|
—
|
|
|
(37
|
)
|
|||||
Net cash provided by (used in) investing activities
|
11,155
|
|
|
(1,715
|
)
|
|
(156
|
)
|
|
(9,345
|
)
|
|
(61
|
)
|
|||||
Net cash used in discontinued investing activities
|
—
|
|
|
—
|
|
|
(1,005
|
)
|
|
—
|
|
|
(1,005
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net repayments of debt
|
—
|
|
|
(19
|
)
|
|
(17
|
)
|
|
—
|
|
|
(36
|
)
|
|||||
Proceeds from exercise of share options
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
|||||
Dividends paid
|
(458
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(458
|
)
|
|||||
Intercompany dividend to parent
|
—
|
|
|
—
|
|
|
(6,349
|
)
|
|
6,349
|
|
|
—
|
|
|||||
Repurchase of common shares by treasury
|
(500
|
)
|
|
—
|
|
|
(800
|
)
|
|
—
|
|
|
(1,300
|
)
|
|||||
Net intercompany loan (repayments) borrowings
|
(3,126
|
)
|
|
—
|
|
|
4,829
|
|
|
(1,703
|
)
|
|
—
|
|
|||||
Decrease in equity from parent
|
—
|
|
|
—
|
|
|
(4,699
|
)
|
|
4,699
|
|
|
—
|
|
|||||
Transfer from discontinued operations
|
—
|
|
|
—
|
|
|
726
|
|
|
—
|
|
|
726
|
|
|||||
Other
|
19
|
|
|
(5
|
)
|
|
(8
|
)
|
|
—
|
|
|
6
|
|
|||||
Net cash used in financing activities
|
(4,065
|
)
|
|
(24
|
)
|
|
(6,194
|
)
|
|
9,345
|
|
|
(938
|
)
|
|||||
Net cash used in discontinued financing activities
|
—
|
|
|
—
|
|
|
(793
|
)
|
|
—
|
|
|
(793
|
)
|
|||||
Effect of currency translation on cash
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Effect of currency translation on cash related to discontinued operations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Net decrease in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(375
|
)
|
|
—
|
|
|
(375
|
)
|
|||||
Less: net decrease in cash and cash equivalents related to discontinued operations
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|||||
Decrease in cash and cash equivalents from deconsolidation of variable interest entity
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
—
|
|
|
1,581
|
|
|
—
|
|
|
1,581
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,229
|
|
|
$
|
—
|
|
|
$
|
1,229
|
|
|
2013
|
|
||||||||||||||
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
|
||||||||
Net revenue
|
$
|
2,600
|
|
|
$
|
2,608
|
|
|
$
|
2,678
|
|
|
$
|
2,761
|
|
|
Gross profit
|
932
|
|
|
935
|
|
|
983
|
|
|
1,031
|
|
|
||||
Income from continuing operations attributable to Tyco common shareholders
|
159
|
|
|
74
|
|
|
132
|
|
|
162
|
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
4
|
|
|
(2
|
)
|
|
3
|
|
|
4
|
|
|
||||
Net income attributable to Tyco common shareholders
|
$
|
163
|
|
|
$
|
72
|
|
|
$
|
135
|
|
|
$
|
166
|
|
|
Basic earnings per share attributable to Tyco common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.34
|
|
|
$
|
0.16
|
|
|
$
|
0.29
|
|
|
$
|
0.35
|
|
|
Income from discontinued operations, net of income taxes
|
0.01
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
||||
Net income attributable to Tyco common shareholders
|
$
|
0.35
|
|
|
$
|
0.16
|
|
|
$
|
0.29
|
|
|
$
|
0.36
|
|
|
Diluted earnings per share attributable to Tyco common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.34
|
|
|
$
|
0.16
|
|
|
$
|
0.28
|
|
|
$
|
0.34
|
|
|
Income from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
||||
Net income attributable to Tyco common shareholders
|
$
|
0.34
|
|
|
$
|
0.16
|
|
|
$
|
0.28
|
|
|
$
|
0.35
|
|
|
|
2012
|
|
||||||||||||||
|
1st Qtr.
(1)
|
|
2nd Qtr.
(1)
|
|
3rd Qtr.
(1)
|
|
4th Qtr.
(1)(2)
|
|
||||||||
Net revenue
|
$
|
2,478
|
|
|
$
|
2,542
|
|
|
$
|
2,655
|
|
|
$
|
2,728
|
|
|
Gross profit
|
899
|
|
|
908
|
|
|
970
|
|
|
1,000
|
|
|
||||
Income (loss) from continuing operations attributable to Tyco common shareholders
|
98
|
|
|
134
|
|
|
65
|
|
|
(629
|
)
|
|
||||
Income from discontinued operations, net of income taxes
|
224
|
|
|
189
|
|
|
181
|
|
|
210
|
|
|
||||
Net income (loss) attributable to Tyco common shareholders
|
$
|
322
|
|
|
$
|
323
|
|
|
$
|
246
|
|
|
$
|
(419
|
)
|
|
Basic earnings per share attributable to Tyco common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
0.21
|
|
|
$
|
0.29
|
|
|
$
|
0.14
|
|
|
$
|
(1.36
|
)
|
|
Income from discontinued operations, net of income taxes
|
0.48
|
|
|
0.41
|
|
|
0.39
|
|
|
0.45
|
|
|
||||
Net income (loss) attributable to Tyco common shareholders
|
$
|
0.69
|
|
|
$
|
0.70
|
|
|
$
|
0.53
|
|
|
$
|
(0.91
|
)
|
|
Diluted earnings per share attributable to Tyco common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
0.21
|
|
|
$
|
0.29
|
|
|
$
|
0.14
|
|
|
$
|
(1.36
|
)
|
|
Income from discontinued operations, net of income taxes
|
0.48
|
|
|
0.40
|
|
|
0.38
|
|
|
0.45
|
|
|
||||
Net income (loss) attributable to Tyco common shareholders
|
$
|
0.69
|
|
|
$
|
0.69
|
|
|
$
|
0.52
|
|
|
$
|
(0.91
|
)
|
|
(1)
|
Net revenue excludes $1,717 million, $1,804 million, $1,796 million and $1,831 million of net revenue related to discontinued operations for the first, second, third and fourth quarters of 2012, respectively.
|
(2)
|
Loss from continuing operations attributable to Tyco common shareholders includes a $453 million loss on extinguishment of debt which was recorded in connection with the 2012 Separation.
|
Description
|
Balance at
Beginning
of Year
|
|
Additions
Charged to
Income
|
|
Acquisitions
(Divestitures)
and Other
|
|
Deductions
(1)
|
|
Balance at
End of
Year
|
||||||||||
Accounts Receivable:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended September 30, 2011
|
$
|
96
|
|
|
$
|
24
|
|
|
$
|
(12
|
)
|
|
$
|
(52
|
)
|
|
$
|
56
|
|
Year Ended September 28, 2012
|
56
|
|
|
41
|
|
|
6
|
|
|
(41
|
)
|
|
62
|
|
|||||
Year Ended September 27, 2013
|
62
|
|
|
57
|
|
|
2
|
|
|
(38
|
)
|
|
83
|
|
(1)
|
Deductions represent uncollectible accounts written off, net of recoveries.
|
Event
|
Vesting
|
Voluntary Termination of Employment (other than Retirement)
|
Unvested Awards are forfeited and your rights with respect to such Restricted Units will end as of your Termination of Employment.
|
Involuntary Termination of Employment
not
for Cause
|
Unvested Awards are forfeited and your rights with respect to such Restricted Units will end as of your Termination of Employment, except as otherwise provided in Sections 7 or 8.
|
Termination of Employment for Cause
|
Unvested Awards are immediately forfeited and your rights with respect to such Restricted Units will end as of your Termination of Employment.
|
Retirement (defined as Termination of Employment for reasons other than Cause on or after age 55 if the sum of your age and full years of service with the Company is at least 60).
|
If you are Retirement eligible and your Termination of Employment is for reasons other than Cause and is less than twelve months after the Grant Date, your Restricted Units will immediately be forfeited and your rights with respect thereto will end. If you are Retirement eligible and your Termination of Employment is for reasons other than Cause and is twelve or more months after the Grant Date, your Restricted Units will accelerate and vest pro rata (in full month increments) based on the number of full months of service that you have completed beginning on the Grant Date and ending on the date of your Termination of Employment divided by the original number of full months in the vesting period, (with an offset for Shares previously vested). Any unearned portion of your Award will immediately be forfeited and your rights with respect to such Restricted Units will end. Any payment shall be made to you as soon as practicable following your Termination of Employment.
|
Disability or death
|
Unvested Awards become fully vested as of your Termination of Employment. In the event of your Death, the Company will make a payment to your estate within 90 days following your death. In the event that your Termination of Employment is a result of your Disability, payment shall be made to you as soon as practicable following your Termination of Employment.
|
TYCO INTERNATIONAL LTD. - SEPTEMBER 27, 2013
|
||
COUNTRY
|
ENTITY NAME
|
STATE
|
Cayman Islands
|
Sensormatic Cayman Finance Ltd.
|
|
|
|
|
Chile
|
ADT Security Services S.A. (Chile)
|
|
|
Tyco Services S.A. (Chile)
|
|
|
|
|
China
|
ADT Macau Limited
|
|
|
ADT Security Services Co., Ltd. (90%)
|
|
|
ADT Security Systems (Shanghai) Co., Ltd. (90%)
|
|
|
Ansul Fire Equipment (Shanghai) Co., Ltd
|
|
|
Beijing Master Systems Engineering Co., Ltd (75%)
|
|
|
Beijing Reliance Machinery and Electric Engineering Co., Ltd.
|
|
|
Dalian Reliance Machinery and Electric Engineering Co., Ltd.
|
|
|
Jilin Reliance Machinery and Electric Engineering Co., Ltd.
|
|
|
Shanghai Eagle Safety Equipment Ltd.
|
|
|
Shenyang Reliance Machinery and Electric Engineering Co., Ltd.
|
|
|
Tyco (China) Investment Co., Ltd.
|
|
|
Tyco Fire & Integrated Systems (Guangzhou) Co., Ltd.
|
|
|
Tyco Fire & Security (Beijing) Co., Ltd.
|
|
|
Tyco Fire & Security (Tianjin) Ltd
|
|
|
Tyco Fire & Security Services International Trading (Shanghai) Co. Ltd
|
|
|
Tyco Fire Protection Products Trading (Shanghai) Co., Ltd.
|
|
|
Tyco Fire, Security & Services (Macau) Limited
|
|
|
Tyco Safety Products (Shanghai) Co., Ltd.
|
|
|
Tyco Safety Products (Shenyang) Co., Ltd.
|
|
|
Xiamen Reliance Fire Service Co., Ltd.
|
|
|
Xiamen Reliance Investment Management Co., Ltd.
|
|
|
Xiamen Reliance Machinery and Electric Engineering Co., Ltd. (51%)
|
|
|
|
|
Colombia
|
Tyco Services S.A. (Colombia)
|
|
|
|
|
Costa Rica
|
ADT Security Services, S.A. (Costa Rica)
|
|
|
Tyco Ingenieria y Construccion S.A.
|
|
|
|
|
Czech Republic
|
Tyco Fire & Integrated Solutions s.r.o., clen koncernu Tyco
|
|
|
|
|
Denmark
|
Tyco Holding VIII (Denmark) ApS
|
|
|
Tyco Integrated Systems (Denmark) ApS
|
|
|
Water Holding (Denmark) ApS
|
|
|
|
|
Fiji
|
Tyco Fiji Limited
|
|
|
|
|
Finland
|
Scott Health & Safety Oy
|
|
TYCO INTERNATIONAL LTD. - SEPTEMBER 27, 2013
|
||
COUNTRY
|
ENTITY NAME
|
STATE
|
Norway
|
Tyco Building Services Products (Norway) AS
|
|
|
Tyco Fire & Integrated Solutions (Norway) AS
|
|
|
|
|
Pakistan
|
Tyco Fire & Security Pakistan (PVT) Ltd.
|
|
|
|
|
Philippines
|
Tyco PIECO Corporation, Inc.
|
|
|
|
|
Poland
|
Visonic Sp.Zo.o. Ltd.
|
|
|
|
|
Portugal
|
L.P.G. Portugal - Sistemas de Proteccao Contra Incendios, Unipessoal, Lda.
|
|
|
Sensormatic Proteccao Contra Furto, Lda
|
|
|
Tyco Integrated Systems (Portugal), Unipessoal Lda
|
|
|
|
|
Puerto Rico
|
SecurityLink of Puerto Rico, Inc.
|
|
|
Sensormatic del Caribe, Inc.
|
|
|
Tyco Integrated Security Puerto Rico, Inc.
|
|
|
|
|
Russia
|
Limited Liability Company ADT Security Solutions
|
|
|
|
|
Scotland
|
WM Fire Protection Limited
|
|
|
|
|
Singapore
|
Central Spraysafe Company Pte Ltd
|
|
|
First City Care (Singapore) Pte. Ltd.
|
|
|
TEPG Pte Ltd
|
|
|
Tyco Building Services Pte. Ltd.
|
|
|
Tyco Fire & Building Products Asia Pte. Ltd.
|
|
|
Tyco Fire, Security & Services Pte. Ltd.
|
|
|
|
|
Slovakia
|
Tyco Fire & Integrated Solutions (Slovakia) s.r.o.
|
|
|
|
|
South Africa
|
ADT Kusela (Pty) Ltd (74%)
|
|
|
ADT Security (Proprietary) Limited (South Africa)
|
|
|
ADT Security Guarding (Proprietary) Limited
|
|
|
Ansul South Africa (Proprietary) Limited
|
|
|
Sentry Response (Pty) Ltd
|
|
|
TM Monitoring (Pty) Ltd
|
|
|
|
|
South Korea
|
ADT Caps Co., Ltd.
|
|
|
ADT Security Co., Ltd.
|
|
|
Capstec Co., Ltd.
|
|
|
Dong Bang Electronic Industrial Co. Ltd.
|
|
TYCO INTERNATIONAL LTD. - SEPTEMBER 27, 2013
|
||
COUNTRY
|
ENTITY NAME
|
STATE
|
|
Seaplus Co., Ltd.
|
|
|
Tyco Fire & Security Services Korea Co., Ltd.
|
|
|
Tyco Marine Services Korea Company Limited
|
|
|
|
|
Spain
|
LPG Prevencion y Proteccion de Explosiones, S.L.
|
|
|
LPG Tecnicas en Extincion de Incendios, S.L.
|
|
|
Tyco Integrated Fire and Security Corporation Servicios, S.A.
|
|
|
Tyco Integrated Fire and Security Corporation, S.A.
|
|
|
Tyco Integrated Security, S.L.
|
|
|
Visonic Iberica de Seguridad, S.L.
|
|
|
Wormald Mather & Platt Espana, S.A.
|
|
|
|
|
Sri Lanka
|
A&E Products Lanka (PVT) Ltd
|
|
|
|
|
Sweden
|
Svenska Skum International AB
|
|
|
Tyco Building Services Products (Sweden) AB
|
|
|
|
|
Switzerland
|
Swiss Alertis AG
|
|
|
Tyco Fire & Security GmbH
|
|
|
Tyco Integrated Fire & Security (Schweiz) AG
|
|
|
Tyco International FH (Switzerland) GmbH
|
|
|
Tyco International Finance Group GmbH
|
|
|
Tyco International Finance Holding GmbH
|
|
|
Tyco International Holding S.a.r.l., Luxembourg (LU), Neuhausen am Rheinfall Branch
|
|
|
Tyco International Ltd.
|
|
|
Tyco International Services Holding GmbH
|
|
|
Tyco Italy (Switzerland) GmbH
|
|
|
Tyco-ADT Security Services AG
|
|
|
|
|
Taiwan
|
ADT Security Services Ltd
|
|
|
Shurjoint Piping Products, Inc.
|
|
|
Shurjoint Taiwan, Inc.
|
|
|
Tyco Fire, Security & Services Taiwan Limited
|
|
|
|
|
Thailand
|
WHC Holdings Limited
|
|
|
|
|
Turkey
|
Tyco Yangin Korunum Sistemleri Anonim Sirketi
|
|
|
|
|
United Kingdom
|
ACE Security (Derbys) Limited
|
|
|
ADT (UK) Holdings PLC
|
|
|
ADT (UK) Limited
|
|
TYCO INTERNATIONAL LTD. - SEPTEMBER 27, 2013
|
||
COUNTRY
|
ENTITY NAME
|
STATE
|
|
ADT Finance PLC
|
|
|
ADT Fire and Security PLC
|
|
|
ADT Group PLC
|
|
|
ADT South Africa Holding Limited
|
|
|
ADT Trustees Limited
|
|
|
Advanced Independent Monitoring Limited
|
|
|
Amberwell Holdings Limited
|
|
|
American District Telegraph Services International Limited
|
|
|
Atlas Fire Engineering Limited
|
|
|
Audix Systems Limited
|
|
|
Automated Loss Prevention Systems Limited
|
|
|
Automated Security (Holdings) PLC
|
|
|
Automated Security Limited
|
|
|
Britannia Security Group Limited
|
|
|
C.E. Security Systems Limited
|
|
|
Central Spraysafe Company Limited
|
|
|
Control Equipment Limited
|
|
|
Exacq Technologies Europe Limited
|
|
|
Farnham Limited
|
|
|
Figgie (G.B.) Ltd.
|
|
|
Figgie (U.K.) Limited
|
|
|
Figgie Sportswear (U.K.) Limited
|
|
|
Figgie Sportswear Limited
|
|
|
First City Care (Holdings) Limited
|
|
|
First City Care (London) plc
|
|
|
First City Care (National) Limited
|
|
|
First City Care (Northern) Limited
|
|
|
Garfield Security Systems Limited
|
|
|
How Fire Limited
|
|
|
JEL Building Management Limited
|
|
|
Kingsclere Investments Ltd.
|
|
|
LPG Fire Limited
|
|
|
Macron Safety Systems (UK) Limited
|
|
|
Modern Security Systems (Private Unlimited Company)
|
|
|
Pritchard Services Group Investments Limited
|
|
|
Proximex Limited
|
|
|
Scott Health & Safety Limited
|
|
|
Sensormatic Commercial/Industrial Ltd.
|
|
|
Sensormatic Finance Limited
|
|
|
Sensormatic Investments Limited
|
|
|
Sensormatic Limited
|
|
|
Shearwater Solutions Limited
|
|
|
Shepton Holdings Limited
|
|
TYCO INTERNATIONAL LTD. - SEPTEMBER 27, 2013
|
||
COUNTRY
|
ENTITY NAME
|
STATE
|
|
Spraysafe Automatic Sprinklers Limited
|
|
|
Thorn Security Group Limited
|
|
|
Thorn Security Limited
|
|
|
Thorn Security Pension Trustees Limited
|
|
|
Tyco Building Services Products (UK) Limited
|
|
|
Tyco European Metal Framing Limited
|
|
|
Tyco Fire & Integrated Solutions (UK) Limited
|
|
|
Tyco Fire Products Manufacturing Limited
|
|
|
Tyco Holdings (UK) Limited
|
|
|
Tyco Integrated Systems Limited
|
|
|
Valid Access Limited
|
|
|
Visonic Limited
|
|
|
Wormald Holdings (U.K.) Ltd.
|
|
|
Wormald Industrial Property Ltd.
|
|
|
|
|
United States
|
Carter Brothers, LLC
|
FL
|
|
CEM Access Systems, Inc.
|
TX
|
|
Central CPVC Corporation
|
AL
|
|
Central Sprinkler LLC
|
DE
|
|
Chagrin H.Q. Venture Ltd. (50%)
|
OH
|
|
Chagrin Highlands Inc.
|
OH
|
|
Chagrin Highlands Ltd. (50%)
|
OH
|
|
Chemguard, Inc.
|
TX
|
|
Citrine Pool LLC
|
NV
|
|
Connect 24 Wireless Communications Inc.
|
DE
|
|
CVG Holding Corp.
|
DE
|
|
Digital Security Controls, Inc.
|
NY
|
|
Elpas, Inc.
|
DE
|
|
Exacq Technologies, Inc.
|
IN
|
|
Fire Products GP Holding, LLC
|
DE
|
|
Grinnell LLC
|
DE
|
|
Haz-Tank Fabricators, Inc.
|
TX
|
|
Master Protection, LP
|
DE
|
|
Obsidian HCM Holdings, Inc.
|
DE
|
|
Obsidian HCN International Corporation
|
DE
|
|
Presidia (International) Insurance Company
|
VT
|
|
Presidia (US) Insurance Company
|
VT
|
|
Presidia Insurance Company
|
VT
|
|
Proximex Corporation
|
DE
|
|
Retail Expert, Inc.
|
DE
|
|
Scott Technologies Foundation
|
OH
|
|
Scott Technologies, Inc.
|
DE
|
TYCO INTERNATIONAL LTD. - SEPTEMBER 27, 2013
|
||
COUNTRY
|
ENTITY NAME
|
STATE
|
|
Senelco Iberia, Inc.
|
DE
|
|
Sensormatic Asia/Pacific, Inc.
|
DE
|
|
Sensormatic Electronics (Puerto Rico) LLC
|
DE
|
|
Sensormatic Electronics, LLC
|
NV
|
|
Sensormatic International, Inc.
|
DE
|
|
Shurjoint America, Inc.
|
NV
|
|
Simplex Time Recorder LLC
|
MA
|
|
SimplexGrinnell Holdings LLC
|
DE
|
|
SimplexGrinnell LP
|
DE
|
|
STI Licensing Corporation
|
DE
|
|
STI Properties, Inc.
|
DE
|
|
STI Properties, Ltd.
|
OH
|
|
STI Risk Management Co.
|
FL
|
|
STR Grinnell GP Holding, LLC
|
NV
|
|
Tyco Acquisition Corp. XXV (NV)
|
NV
|
|
Tyco Finance Corp.
|
DE
|
|
Tyco Fire & Security (US) Management, Inc.
|
NV
|
|
Tyco Fire & Security LLC
|
NV
|
|
Tyco Fire & Security US Holdings LLC
|
DE
|
|
Tyco Fire Products LP
|
DE
|
|
Tyco Fire Protection LLC
|
DE
|
|
Tyco Holdings of Nevada, Inc.
|
NV
|
|
Tyco Integrated Security LLC
|
DE
|
|
Tyco International (US) International Holdings B, LLC
|
DE
|
|
Tyco International Management Company, LLC
|
NV
|
|
Tyco International PLT Holdings TAC, Inc.
|
NV
|
|
Tyco International PLT Holdings, Inc.
|
DE
|
|
Tyco International US China Inc.
|
DE
|
|
Tyco Receivables Corp.
|
DE
|
|
Tyco Worldwide Services, Inc.
|
DE
|
|
Visonic Inc.
|
CT
|
|
Water Holdings Corp.
|
DE
|
|
White Mountain Group Holdings, Inc.
|
NV
|
|
White Mountain Insurance Company
|
VT
|
|
WillFire HC, LLC
|
DE
|
|
Yarway Corporation
|
DE
|
|
|
|
Uruguay
|
ADT Security Services S.A. (Uruguay)
|
|
|
Knogo Latin America S.A.
|
|
|
LPG America Latina Sociedad Anonima
|
|
|
Visonic Latin America S.R.L.
|
|
|
Visonica S.A.
|
|
TYCO INTERNATIONAL LTD. - SEPTEMBER 27, 2013
|
||
COUNTRY
|
ENTITY NAME
|
STATE
|
|
|
|
Venezuela
|
Ansul de Venezuela C.A.
|
|
|
Grinnell Sistemas de Proteccion Contra Incendio S.A. (Venezuela)
|
|
|
|
|
Vietnam
|
Tyco Engineering (Vietnam) Ltd.
|
|
Name
|
Title
|
|
|
/s/ GEORGE R. OLIVER
|
|
Name: George R. Oliver
|
Director
|
|
|
/s/ EDWARD D. BREEN
|
|
Name: Edward D. Breen
|
Director
|
|
|
/s/ MICHAEL E. DANIELS
|
|
Name: Michael E. Daniels
|
Director
|
|
|
/s/ FRANK M. DRENDEL
|
|
Name: Frank M. Drendel
|
Director
|
|
|
/s/ BRIAN DUPERREAULT
|
|
Name: Brian Duperreault
|
Director
|
|
|
/s/ RAJIV L. GUPTA
|
|
Name: Rajiv L. Gupta
|
Director
|
|
|
/s/ JOHN A. KROL
|
|
Name: John A. Krol
|
Director
|
|
|
/s/ DR. BRENDAN R. O'NEILL
|
|
Name: Dr. Brendan R. O’Neill
|
Director
|
|
|
/s/ SANDRA S. WIJNBERG
|
|
Name: Sandra S. Wijnberg
|
Director
|
|
|
/s/ R. DAVID YOST
|
|
Name: R. David Yost
|
Director
|
1.
|
I have reviewed this year end report on Form 10-K of Tyco International Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ GEORGE R. OLIVER
|
|
|
George R. Oliver
Chief Executive Officer
|
1.
|
I have reviewed this year end report on Form 10-K of Tyco International Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ ARUN NAYAR
|
|
|
Arun Nayar
Executive Vice President and Chief Financial Officer
|
/s/ GEORGE R. OLIVER
|
|
|
George R. Oliver
Chief Executive Officer
|
|
|
/s/ ARUN NAYAR
|
|
|
Arun Nayar
Executive Vice President and Chief Financial Officer
|
|
|