CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | ||||
In Millions, except Per Share data | 3 Months Ended
Mar. 26, 2010 | 3 Months Ended
Mar. 27, 2009 | 6 Months Ended
Mar. 26, 2010 | 6 Months Ended
Mar. 27, 2009 |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue from product sales | $2,469 | $2,518 | $4,997 | $5,286 |
Service revenue | 1,700 | 1,632 | 3,418 | 3,290 |
Net revenue | 4,169 | 4,150 | 8,415 | 8,576 |
Cost of product sales | 1,752 | 1,861 | 3,557 | 3,840 |
Cost of services | 907 | 854 | 1,783 | 1,744 |
Selling, general and administrative expenses | 1,108 | 1,200 | 2,248 | 2,340 |
Goodwill and intangible asset impairments (see Note 7) | 2,705 | 2,705 | ||
Restructuring, asset impairment and (gain)/loss on divestitures, net (see Notes 2 and 3) | (25) | 84 | (14) | 88 |
Operating income (loss) | 427 | (2,554) | 841 | (2,141) |
Interest income | 7 | 11 | 16 | 23 |
Interest expense | (74) | (78) | (150) | (151) |
Other income, net | 3 | 7 | 12 | 11 |
Income (loss) from continuing operations before income taxes | 363 | (2,614) | 719 | (2,258) |
Income tax (expense) benefit | (51) | 60 | (104) | (24) |
Income (loss) from continuing operations | 312 | (2,554) | 615 | (2,282) |
Loss from discontinued operations, net of income taxes | (12) | (7) | ||
Net income (loss) | 312 | (2,566) | 615 | (2,289) |
Less: noncontrolling interest in subsidiaries net income | 2 | 1 | 3 | 1 |
Net income (loss) attributable to Tyco common shareholders | 310 | (2,567) | 612 | (2,290) |
Amounts attributable to Tyco common shareholders: | ||||
Income (loss) from continuing operations | 310 | (2,555) | 612 | (2,283) |
Loss from discontinued operations | (12) | (7) | ||
Net income (loss) attributable to Tyco common shareholders | $310 | ($2,567) | $612 | ($2,290) |
Basic earnings per share attributable to Tyco common shareholders: | ||||
Income (loss) from continuing operations (in dollars per share) | 0.65 | -5.4 | 1.29 | -4.83 |
Loss from discontinued operations (in dollars per share) | -0.02 | -0.01 | ||
Net income (loss) attributable to Tyco common shareholders (in dollars per share) | 0.65 | -5.42 | 1.29 | -4.84 |
Diluted earnings per share attributable to Tyco common shareholders: | ||||
Income (loss) from continuing operations (in dollars per share) | 0.65 | -5.4 | 1.28 | -4.83 |
Loss from discontinued operations (in dollars per share) | -0.02 | -0.01 | ||
Net income (loss) attributable to Tyco common shareholders (in dollars per share) | 0.65 | -5.42 | 1.28 | -4.84 |
Weighted-average number of shares outstanding: | ||||
Basic (in shares) | 476 | 473 | 476 | 473 |
Diluted (in shares) | 478 | 473 | 479 | 473 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | ||
In Millions | 12 Months Ended
Sep. 25, 2009 | Mar. 26, 2010
|
Current Assets: | ||
Cash and cash equivalents | $2,354 | $2,733 |
Accounts receivable, less allowance for doubtful accounts of $167 and $173, respectively | 2,629 | 2,460 |
Inventories | 1,443 | 1,464 |
Prepaid expenses and other current assets | 972 | 932 |
Deferred income taxes | 413 | 408 |
Assets held for sale | 156 | |
Total current assets | 7,967 | 7,997 |
Property, plant and equipment, net | 3,497 | 3,501 |
Goodwill | 8,791 | 8,665 |
Intangible assets, net | 2,647 | 2,698 |
Other assets | 2,651 | 2,611 |
Total Assets | 25,553 | 25,472 |
Current Liabilities: | ||
Loans payable and current maturities of long-term debt | 245 | 536 |
Accounts payable | 1,244 | 1,164 |
Accrued and other current liabilities | 2,476 | 2,441 |
Deferred revenue | 590 | 614 |
Liabilities held for sale | 161 | |
Total current liabilities | 4,716 | 4,755 |
Long-term debt | 4,029 | 3,995 |
Deferred revenue | 1,134 | 1,110 |
Other liabilities | 2,720 | 2,689 |
Total Liabilities | 12,599 | 12,549 |
Commitments and Contingencies (see Note 10) | ||
Tyco Shareholders' Equity: | ||
Common shares, CHF 6.70 par value, 814,801,671 shares authorized, 479,346,720 shares issued as of March 26, 2010; CHF 7.60 par value, 814,801,671 shares authorized, 479,346,720 shares issued as of September 25, 2009 | 3,122 | 2,723 |
Common shares held in treasury, 4,003,269 and 5,182,984 shares, as of March 26, 2010 and September 25, 2009, respectively | (214) | (165) |
Contributed surplus | 10,940 | 10,963 |
Accumulated deficit | (820) | (208) |
Accumulated other comprehensive loss | (87) | (406) |
Total Tyco Shareholders' Equity | 12,941 | 12,907 |
Noncontrolling interest | 13 | 16 |
Total Equity | 12,954 | 12,923 |
Total Liabilities and Equity | $25,553 | $25,472 |
1_CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS (Parenthetical) | ||||
In Millions, except Share data | Mar. 26, 2010
CHF | Mar. 26, 2010
USD ($) | Sep. 25, 2009
CHF | Sep. 25, 2009
USD ($) |
CONSOLIDATED BALANCE SHEETS | ||||
Accounts receivable, allowance for doubtful accounts (in dollars) | $167 | $173 | ||
Common shares, par value (in CHF per share) | 6.7 | 7.6 | ||
Common shares authorized | 814,801,671 | 814,801,671 | ||
Common shares issued | 479,346,720 | 479,346,720 | ||
Common shares held in treasury | 4,003,269 | 5,182,984 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | ||
In Millions | 6 Months Ended
Mar. 26, 2010 | 6 Months Ended
Mar. 27, 2009 |
Cash Flows From Operating Activities: | ||
Net income (loss) attributable to Tyco common shareholders | $612 | ($2,290) |
Noncontrolling interest in subsidiaries net income | 3 | 1 |
Loss from discontinued operations, net of income taxes | 7 | |
Income (loss) from continuing operations | 615 | (2,282) |
Adjustments to reconcile net cash provided by operating activities: | ||
Goodwill and intangible asset impairments | 2,705 | |
Depreciation and amortization | 569 | 559 |
Non-cash compensation expense | 63 | 52 |
Deferred income taxes | (35) | (182) |
Provision for losses on accounts receivable and inventory | 64 | 69 |
Other non-cash items | (23) | 35 |
Changes in assets and liabilities, net of the effects of acquisitions and divestitures: | ||
Accounts receivable, net | 66 | 162 |
Inventories | (73) | 21 |
Prepaid expenses and other current assets | 20 | (287) |
Accounts payable | (52) | (376) |
Accrued and other liabilities | (202) | 190 |
Income taxes, net | 22 | |
Other | (1) | 94 |
Net cash provided by operating activities | 1,011 | 782 |
Net cash used in discontinued operating activities | (13) | |
Cash Flows From Investing Activities: | ||
Capital expenditures | (335) | (331) |
Proceeds from disposal of assets | 19 | 4 |
Acquisition of businesses, net of cash acquired | (152) | (47) |
Accounts purchased by ADT | (266) | (231) |
Divestiture of businesses, net of cash retained | 28 | 8 |
Other | 11 | (6) |
Net cash used in investing activities | (695) | (603) |
Net cash provided by discontinued investing activities | 32 | |
Cash Flows From Financing Activities: | ||
Net repayments of short-term debt | (243) | (551) |
Proceeds from issuance of long-term debt | 498 | 2,165 |
Repayment of long-term debt | (9) | (1,634) |
Proceeds from exercise of share options | 9 | 1 |
Dividends paid | (214) | (189) |
Repurchase of common shares by subsidiary | (3) | |
Transfer from discontinued operations | 19 | |
Other | 21 | (5) |
Net cash provided by (used in) financing activities | 62 | (197) |
Net cash used in discontinued financing activities | (19) | |
Effect of currency translation on cash | 1 | (82) |
Net increase (decrease) in cash and cash equivalents | 379 | (100) |
Cash and cash equivalents at beginning of period | 2,354 | 1,519 |
Cash and cash equivalents at end of period | $2,733 | $1,419 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | ||||||||||
In Millions | Common Stock
Common Shares $0.80 Par Value | Common Stock
Common Shares at Par Value (see Note 12) | Treasury Stock
| Share Premium
| Contributed Surplus
| Accumulated Earnings (Deficit)
| Accumulated Other Comprehensive Income (Loss)
| Total Tyco Shareholders' Equity
| Noncontrolling Interest
| Total
|
Balance at Sep. 26, 2008 | $382 | ($192) | $9,236 | $4,711 | $1,125 | $232 | $15,494 | $14 | $15,508 | |
Balance (in shares) at Sep. 26, 2008 | 473 | |||||||||
Comprehensive income: | ||||||||||
Net income (loss) | (2,290) | (2,290) | 1 | (2,289) | ||||||
Currency translation | (951) | (951) | (1) | (952) | ||||||
Unrealized gain on marketable securities and derivative instruments net of income taxes of $2 million | 5 | 5 | 5 | |||||||
Change in unrecognized loss and prior service cost (credit), net of income taxes of $4 million | 7 | 7 | 7 | |||||||
Total comprehensive income (loss) | (3,229) | (3,229) | ||||||||
Change of Domicile (see Note 12) | ||||||||||
Reclassification of shares owned by subsidiaries and cancellation of common shares held in treasury | 1 | (54) | 53 | |||||||
Reverse share split and issuance of fully paid up shares | (382) | 3,498 | (3,116) | |||||||
Reallocation of share premium to contributed surplus | (6,120) | 6,120 | ||||||||
Dividends declared (see Note 12) | (377) | (95) | (472) | (472) | ||||||
Shares issued from treasury for vesting of share-based equity awards and related tax effects | (10) | (10) | (10) | |||||||
Repurchase of common shares by subsidiary | (3) | (3) | (3) | |||||||
Compensation expense | 53 | 53 | 53 | |||||||
Cumulative effect of adopting a new accounting principle, net of income tax benefit of $2 million and income taxes $28 million, respectively. (See Note 11) | (5) | |||||||||
Cumulative effect of adopting a new accounting principle, net of income tax benefit of $2 million and income taxes $28 million, respectively. (See Note 11) | 61 | |||||||||
Cumulative effect of adopting a new accounting principle, net of income tax benefit of $2 million and income taxes $28 million, respectively. (See Note 11) | 56 | 56 | ||||||||
Other | (6) | (6) | (3) | (9) | ||||||
Balance at Mar. 27, 2009 | 3,122 | (246) | 10,918 | (1,265) | (646) | 11,883 | 11 | 11,894 | ||
Balance (in shares) at Mar. 27, 2009 | 473 | |||||||||
Balance at Sep. 25, 2009 | 3,122 | (214) | 10,940 | (820) | (87) | 12,941 | 13 | 12,954 | ||
Balance (in shares) at Sep. 25, 2009 | 474 | |||||||||
Comprehensive income: | ||||||||||
Net income (loss) | 612 | 612 | 3 | 615 | ||||||
Currency translation | (336) | (336) | (336) | |||||||
Retirement plans, net of income tax benefit of $8 million | 17 | 17 | 17 | |||||||
Total comprehensive income (loss) | 293 | 3 | 296 | |||||||
Change of Domicile (see Note 12) | ||||||||||
Dividends declared (see Note 12) | (399) | (399) | (399) | |||||||
Shares issued from treasury for vesting of share-based equity awards and related tax effects | 49 | (40) | 9 | 9 | ||||||
Shares issued from treasury for vesting of share-based equity awards (in shares) | 1 | |||||||||
Compensation expense | 63 | 63 | 63 | |||||||
Balance at Mar. 26, 2010 | $2,723 | ($165) | $10,963 | ($208) | ($406) | $12,907 | $16 | $12,923 | ||
Balance (in shares) at Mar. 26, 2010 | 475 |
2_CONSOLIDATED STATEMENTS OF ST
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | ||
In Millions | 6 Months Ended
Mar. 26, 2010 | 6 Months Ended
Mar. 27, 2009 |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | ||
Unrealized gain on marketable securities and derivative instruments, income taxes | $2 | |
Retirement plans, income tax | 8 | |
Change in unrecognized loss and prior service cost (credit), income taxes | 4 | |
Cumulative effect of adopting a new accounting principle, income taxes | 28 | |
Cumulative effect of adopting a new accounting principle, tax benefit | $2 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | 1.Basis of Presentation and Summary of Significant Accounting Policies Basis of PresentationThe unaudited Consolidated Financial Statements include the consolidated results of Tyco InternationalLtd., a corporation organized under the laws of Switzerland, and its subsidiaries (Tyco and all its subsidiaries, hereinafter collectively referred to as the "Company" or "Tyco"). The financial statements have been prepared in United States dollars ("USD") and in accordance with the instructions to Form10-Q under the Securities Exchange Act of 1934, as amended. The year end condensed balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes contained in the Company's Annual Report on Form10-K for the fiscal year ended September25, 2009 (the "2009 Form10-K"). The Consolidated Financial Statements included herein are unaudited, but in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary to summarize fairly the Company's financial position, results of operations and cash flows for the interim period. The results reported in these Consolidated Financial Statements should not be taken as indicative of results that may be expected for the entire year. Revenue related to the sale of electronic tags and labels utilized in retailer anti-theft systems is classified as revenue from product sales. In reporting periods prior to the first quarter of fiscal 2010, revenue related to the sale of electronic tags and labels utilized in retailer anti-theft systems was misclassified as service revenue. Such item had no effect on net revenue, operating income (loss), net income (loss) and cash flows. No changes have been made to previously filed financial statements or in the comparative quarterly amounts presented herein, as the effect in prior periods is not material. Revenue related to the sale of such electronic tags and labels reflected as service revenue was $65million and $142million and related cost of services was $40million and $87million for the quarter and six months ended March27, 2009, respectively. References to 2010 and 2009 are to Tyco's fiscal quarters ending March26, 2010 and March27, 2009, respectively, unless otherwise indicated. ReclassificationsCertain prior period amounts have been reclassified to conform with the current period presentation. Specifically, the Company has realigned certain business operations in the first quarter of fiscal 2010, resulting in prior period segment amounts being recast. See Note14. Recently Adopted Accounting PronouncementsIn June 2008, the Financial Accounting Standards Board ("FASB") ratified authoritative guidance for determining whether instruments granted in share-based payment transactions are participating securities. The guidance addresses whether instruments granted in share-based payment awards are participating securities prior to vesting and, therefore, must be incl |
Divestitures
Divestitures (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Divestitures | |
Divestitures | 2.Divestitures The Company has continued to assess the strategic fit of its various businesses and has pursued divestiture of certain businesses which do not align with its long-term strategy. During the fourth quarter of 2009, the Company approved a plan to sell its french security business, which was part of the Company's ADT Worldwide segment. This business has been classified as held for sale as of September25, 2009; however, its results of operations were presented in continuing operations as the criteria for discontinued operations have not been met. During March 2010, the Company completed the sale and recorded a $53million pre-tax gain within restructuring, asset impairment and (gain)/loss on divestitures, net in the Company's Consolidated Statement of Operations. During the third quarter of 2008, the Company approved a plan to sell a business in its Safety Products segment. This business had been classified as held for sale in the Company's historical Consolidated Balance Sheet. During the second quarter of 2009, due to a change in strategy by management, the Company decided not to sell the business. As a result, the business no longer satisfied the requirements to be classified as held for sale. The Company measured the business at the lower of its (i)carrying amount before it was classified as held for sale, adjusted for depreciation and amortization expense that would have been recognized had the business been continuously classified as held and used, or (ii)fair value at the date the decision not to sell was made. The Company recorded a charge of $8million in the second quarter of 2009 relating to the amount of depreciation and amortization expense that would have been recorded had the asset been continuously classified as held and used. Discontinued Operations In July 2008, the Company substantially completed the sale of its Infrastructure Services business, which met the criteria to be presented as discontinued operations. In order to complete the sale of Earth Tech BrasilLtda. ("ET Brasil") and Earth Tech UK businesses and certain assets in China, the Company was required to obtain consents and approvals to transfer the legal ownership of the businesses and assets. On January22, 2009 the Company received the necessary consents and approvals to transfer the legal ownership of its ET Brasil business to Corioca Christiani-Nielsen EngenhariaS.A. and received cash proceeds of approximately $13million. On February27, 2009 the Company received the necessary consents to transfer certain of the China assets and received cash proceeds of $18million. At March27, 2009, the necessary consents and approvals for Earth Tech UK and the remaining assets in China had not been obtained by the Company. At March27, 2009, the Company had assessed and determined that the carrying value of the remaining assets were recoverable based on current fair value, less cost to sell. The remaining consents and approvals for the other businesses and assets were obtained during the second half of fiscal2009. Net revenue, income from operations, loss on sale and income tax expense for discontinued operations are as follows ($ in millions): |
Restructuring and Asset Impairm
Restructuring and Asset Impairment Charges, Net (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Restructuring and Asset Impairment Charges, Net | |
Restructuring and Asset Impairment Charges, Net | 3.Restructuring and Asset Impairment Charges, Net 2009 Program During fiscal 2009 and 2010, the Company identified and pursued opportunities for cost savings through restructuring activities and workforce reductions to improve operating efficiencies across the Company's businesses (the "2009 Program"). The Company expects such actions to be substantially completed by the end of fiscal 2010 and to incur restructuring and restructuring related charges of approximately $100million to $150million in fiscal 2010. During the quarter and six months ended March26, 2010, the Company incurred charges of $21million and $32million, respectively. The Company has incurred $261million of restructuring charges cumulative to date relating to the 2009 Program. Restructuring and asset impairment charges, net, during the quarter and six months ended March26, 2010 and March27, 2009 related to the 2009 Program are as follows ($ in millions): For the Quarter Ended March26, 2010 Employee Severance and Benefits Facility Exit and Other Charges Charges Reflected in Cost of Sales Total ADT Worldwide $ 2 $ 2 $ $ 4 Flow Control 7 1 1 9 Fire Protection Services 5 5 Electrical and Metal Products 1 1 Safety Products 1 1 2 Total $ 15 $ 5 $ 1 $ 21 For the Quarter Ended March27, 2009 Employee Severance and Benefits Facility Exit and Other Charges Charges Reflected in Cost of Sales Charges Reflected in SGA Total ADT Worldwide $ 37 $ 9 $ 6 $ 1 $ 53 Flow Control 2 1 1 4 Fire Protection Services 10 10 Electrical and Metal Products 1 4 5 Safety Products 15 5 20 Corporate and Other 1 4 1 6 Total $ 66 $ 14 $ 16 $ 2 $ 98 For the Six Months Ended March26, 2010 Employee Severance and Benefits Facility Exit and Other Charges Charges Reflectedin CostofSales Charges Reflected in SGA Total ADT Worldwide $ 6 $ 3 $ $ $ 9 Flow Control 12 2 1 15 Fire Protection Services 7 1 8 Electrical and Metal Products 1 1 Safety Products 1 (2 ) (1 ) Total $ 26 $ 4 $ 1 $ 1 $ 32 For the Six Months Ended March27, 2009 Employee Severance and Benefits Facility Exit and Other Charges Charges Reflected in Cost of Sales Charges Reflected in SGA Total ADT Worldwide $ 37 $ 9 $ 6 $ 3 $ 55 Flow Control 3 1 2 6 Fire Protection Services 10 10 Electrical and Metal Products 1 5 6 Safety Products 15 5 20 Corporate and Other 1 4 1 6 Total $ 67 $ 14 $ 18 $ 4 $ 103 |
Acquisitions
Acquisitions (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Acquisitions | |
Acquisitions | 4.Acquisitions Acquisitions On January18, 2010, the Company entered into a definitive agreement to acquire Brink's Home Security Holdings, Inc ("BHS"), now operating as Broadview Security, for approximately $2.0billion or $42.50 per share. The acquisition is expected to be financed with cash of up to approximately $600million and the issuance of Tyco common shares. The transaction has been unanimously approved by the board of directors of each company. The transaction is expected to close shortly after the special meeting of BHS shareholders scheduled for May12, 2010 assuming all closing conditions are met or waived. Following the closing of the transaction, the Company intends to combine BHS with its ADT Worldwide segment. In conjunction with the acquisition of BHS, the Company has incurred acquisition costs of $4million, which are recorded in selling, general and administrative expenses in the Company's Consolidated Statement of Operations for the quarter and six months ended March26, 2010. During the quarter and six months ended March26, 2010, cash paid for acquisitions included in continuing operations totaled $9million and $152million, respectively, net of cash acquired of nil and $1million, respectively, which primarily related to the acquisition of two Brazilian valve companies, including Hiter Industria e Comercio de Controle Termo-HidraulicoLtda ("Hiter"), a valve manufacturer which serves a variety of industries including the oil and gas, chemical and petrochemical markets. Net cash paid for the Brazilian valve companies totaled $104million by the Company's Flow Control segment. In addition, the Company's Electrical and Metal Products segment acquired certain assets of a business for $39million and its Safety Products segment acquired a business for $9million. During the quarter and six months ended March27, 2009, cash paid for acquisitions included in continuing operations totaled $2million and $47million, respectively, net of cash acquired of $1million and $2million, respectively, which primarily related to the acquisition of Vue Technology,Inc., a provider of radio frequency identification (RFID) technology, for $43million by the Company's Safety Products segment. ADT Worldwide Account Acquisitions Tyco acquired approximately 105,000 and 234,000 customer contracts for electronic security services within the Company's ADT Worldwide segment for $120million and $271million during the quarter and six months ended March26, 2010, respectively. Of these amounts, $113million and $261million was paid during the quarter and six months ended March26, 2010, respectively. Additionally, the Company paid $3million during the quarter ended March26, 2010 for customer contracts acquired during the quarter ended December25, 2009. The Company also paid $2million during the quarter ended December25, 2009 for customer contracts acquired during the quarter ended September25, 2009. Tyco acquired approximately 92,000 and 222,000 customer contracts for electronic security services within the Company's ADT Worldwide segment for $98million and $229million during the quarter and six months ended March27, 2009, respectively. Of these am |
Income Taxes
Income Taxes (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Income Taxes | |
Income Taxes | 5.Income Taxes The Company did not have a significant change to its unrecognized tax benefits during the quarter ended March26, 2010. Tyco's uncertain tax positions primarily relate to tax years that remain subject to audit by the taxing authorities in U.S. federal, state and local or foreign jurisdictions. Open tax years in significant jurisdictions are as follows: Jurisdiction Years Open To Audit Australia 2004-2009 Canada 2000-2009 France 1999-2009 Germany 1998-2009 Switzerland 2000-2009 United Kingdom 2000-2009 United States 1997-2009 Based on the current status of its income tax audits, the Company believes that it is reasonably possible that between nil and $100million in unrecognized tax benefits may be resolved in the next twelve months. At each balance sheet date, management evaluates whether it is more likely than not that the Company's deferred tax assets will be realized and if sufficient future taxable income will be available by assessing current period and projected operating results and other pertinent data. At March26, 2010, the Company had recorded deferred tax assets of $1.5billion, net of valuation allowances of $804million. Depending on prevailing economic conditions future taxable income of entities with deferred tax assets may be negatively impacted, which may require additional valuation allowances to be recorded in future reporting periods related to the Company's deferred tax assets. Tax Sharing Agreement In connection with the spin-offs of Covidien and Tyco Electronics from Tyco, Tyco entered into a Tax Sharing Agreement that generally governs Covidien's, Tyco Electronics' and Tyco's respective rights, responsibilities, and obligations after the Separation with respect to taxes, including ordinary course of business taxes and taxes, if any, incurred as a result of any failure of the distribution of all of the shares of Covidien or Tyco Electronics to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section355 of the Code or certain internal transactions undertaken in anticipation of the spin-offs to qualify for tax-favored treatment under the Code. Under the Tax Sharing Agreement, the Company shares responsibility for certain of Tyco's, Covidien's and Tyco Electronics' income tax liabilities, which result in cash payments, based on a sharing formula for periods prior to and including June29, 2007. More specifically, Tyco, Covidien and Tyco Electronics share 27%, 42% and 31%, respectively, of shared income tax liabilities that arise from adjustments made by tax authorities to Tyco's, Covidien's and Tyco Electronics' U.S. and certain non-U.S. income tax returns. All costs and expenses associated with the management of these shared tax liabilities are shared equally among the parties. In conjunction with estimating its Tax Sharing obligations, Tyco has recorded a net receivable from Covidien and Tyco Electronics representing their estimated share of the Tax Sharing obligations of $117million and $106million, as of March26, 2010 and September25, 2009, respectively. As of March26, |
Earnings Per Share
Earnings Per Share (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Earnings Per Share | |
Earnings Per Share | 6.Earnings Per Share As discussed in Note1, the Company adopted the authoritative guidance for determining whether instruments granted in share-based payment transactions are participating securities in the first quarter of fiscal 2010. The Company historically issued certain restricted stock awards that vest over a period of three years which contained non-forfeitable rights to dividends and should be treated as participating securities. These types of awards were last issued during fiscal 2006. Awards containing such rights that are unvested are considered to be participating securities and are included in the computation of earnings per share pursuant to the two-class method. All of these awards were vested as of September25, 2009. As a result, the Company is not required to compute earnings per share for fiscal 2010 using the two-class method unless new awards are granted. The retrospective application of this guidance for the quarter and six months ended March27, 2009 did not have an impact on the Company's historically reported earnings per share as the effects would be anti-dilutive because the Company reported a loss from continuing operations. The reconciliations between basic and diluted earnings per share attributable to Tyco common shareholders are as follows (in millions, except per share data): Quarter Ended March26, 2010 Quarter Ended March27, 2009 Income Shares Per Share Amount Loss Shares Per Share Amount Basic earnings per share attributable to Tyco common shareholders: Income (loss) from continuing operations $ 310 476 $ 0.65 $ (2,555 ) 473 $ (5.40 ) Less: Income allocated to participating securities NA (1) NA (2) Share options and restricted share awards 2 Diluted earnings per share attributable to Tyco common shareholders: Add: Income allocated to participating securities NA (1) NA (2) Income (loss) from continuing operations attributable to Tyco common shareholders, giving effect to dilutive adjustments $ 310 478 $ 0.65 $ (2,555 ) 473 $ (5.40 ) Six Months Ended March26, 2010 Six Months Ended March27, 2009 Income Shares Per Share Amount Loss Shares Per Share Amount Basic earnings per share attributable to Tyco common shareholders: Income (loss) from continuing operations $ 612 476 $ 1.29 $ (2,283 ) 473 $ (4.83 ) Less: Income allocated to participating securities NA (1) NA (2) Share options and restricted share awards 3 Diluted earnings per share attributable to Tyco common shareholders: Add: Income allocated to participating securities NA (1) NA (2) Income (loss) from continuing operations attributable to Tyco common shareholders, giving effect to dilutive adjustments |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 7.Goodwill and Intangible Assets Goodwill Annually, in the fiscal fourth quarter, and more frequently if triggering events occur, the Company tests goodwill for impairment by comparing the fair value of each reporting unit with its carrying amount. Fair value for each reporting unit is determined utilizing a discounted cash flow analysis based on the Company's forecast cash flows discounted using an estimated weighted-average cost of capital of market participants. A market approach is utilized to corroborate the discounted cash flow analysis performed at each reporting unit. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered potentially impaired. In determining fair value, management relies on and considers a number of factors, including operating results, business plans, economic projections, including expectations and assumptions regarding the timing and degree of any economic recovery, anticipated future cash flow, comparable market transactions (to the extent available), other market data and the Company's overall market capitalization. During the first six months of fiscal 2010, the Company continued to monitor the recoverability of its goodwill. The Company considered and evaluated its market capitalization as well as the other factors described above and concluded its remaining goodwill balance of $8.7billion as of March26, 2010 is recoverable. As part of the Company's ongoing monitoring efforts, the Company will continue to consider the global economic environment and volatility in the stock market as well as in the Company's own stock price in assessing goodwill recoverability. Given the current economic environment and the uncertainties regarding the potential impact on the Company's business, there can be no assurance that the Company's estimates and assumptions regarding forecast cash flows of certain of its reporting units as well as the duration of the ongoing economic downturn, or the period or strength of recovery, made for purposes of the annual goodwill impairment test performed during the fourth quarter of 2009, will prove to be accurate predictions of the future. At the last annual goodwill testing date, the Company had certain reporting units within the Company's ADT Worldwide and Safety Products segments with less than a ten percent excess of fair value over carrying value based on the discounted cash flow analyses. As discussed above, the Company monitored the recoverability of its goodwill and concluded none of the aforementioned reporting units experienced a triggering event which would require goodwill to be tested for impairment on an interim basis. The goodwill balance for these reporting units was approximately $842million as of March26, 2010. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be accurate predictions of the future. While historical performance and current expectations have resulted in fair values of goodwill in excess of carrying v |
Debt
Debt (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Debt | |
Debt | 8.Debt Debt as of March26, 2010 and September25, 2009 is as follows ($ in millions): March26, 2010 September25, 2009 Commercial paper(2) $ $ 200 6.75% public notes due 2011(1) 516 516 6.375% public notes due 2011 849 849 Revolving senior credit facility due 2011 Revolving senior credit facility due 2012 6.0% public notes due 2013 655 655 4.125% public notes due 2014 498 8.5% public notes due 2019 750 750 7.0% public notes due 2019 433 434 6.875% public notes due 2021 716 716 7.0% public notes due 2028 7 14 6.875% public notes due 2029 21 21 Other(1)(2) 86 119 Total debt 4,531 4,274 Less current portion 536 245 Long-term debt $ 3,995 $ 4,029 (1) 6.75% public notes due 2011, plus $20million of the amount shown as other, comprise the current portion of the Company's total debt as of March26, 2010. (2) Commercial paper, plus $45million of the amount shown as other, comprise the current portion of the Company's total debt as of September25, 2009. The carrying amount of Tyco's debt subject to the fair value disclosure requirements as of March26, 2010 and September25, 2009 was $4,445million and $4,155million, respectively. The Company has determined the fair value of such debt to be $4,933million and $4,578million as of March26, 2010 and September25, 2009, respectively. The Company utilizes various valuation methodologies to determine the fair value of its debt which is primarily dependent on the type of market in which the Company's debt is traded. When available, the Company uses quoted market prices to determine the fair value of its debt which is traded in active markets. As of March26, 2010 and September25, 2009, the fair value of the Company's debt which is actively traded was $4,901million and $4,338million, respectively. When quoted market prices are not readily available or representative of fair value, the Company utilizes market information of comparable debt with similar terms, such as maturities, interest rates and credit risk to determine the fair value of its debt which is traded in markets that are not active. As of March26, 2010 and September25, 2009, the fair value of the Company's debt which is not actively traded was $32million and $40million, respectively. Additionally, the Company believes the carrying amount of its commercial paper of $200million as of September25, 2009 approximated fair value based on the short-term nature of such debt. In May 2008, Tyco International FinanceS.A. ("TIFSA") commenced issuing commercial paper to U.S. institutional accredited investors and qualified institutional buyers. Borrowings under the commercial paper program are available for general corporate purposes. As of March26, 2010, TIFSA had no commercial paper outstanding. As of September25, 2009, TIFSA had $200million of commercial paper outstanding, which bore interest at an average rate of 0.33%. The Company's total committed revolving credit line was $1.69billion as of March26, 2010 |
Financial Instruments
Financial Instruments (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Financial Instruments | |
Financial Instruments | 9.Financial Instruments The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, investments, accounts payable, debt and derivative financial instruments. The fair value of cash and cash equivalents, accounts receivable and accounts payable approximated book value as of March26, 2010 and September25, 2009. The fair value of derivative financial instruments was not material to any of the periods presented. See below for the fair value of investments and Note8 for debt. Derivative Instruments In the normal course of business, Tyco is exposed to market risk arising from changes in currency exchange rates, interest rates and commodity prices. The Company uses derivative financial instruments to manage exposures to foreign currency, interest rate and commodity price risks. The Company's objective for utilizing derivative financial instruments is to manage these risks using the most effective methods to eliminate or reduce the impacts of these exposures. During fiscal 2010, the Company entered into commodity swaps for copper which are not designated as hedging instruments for accounting purposes, which did not have a material impact on the Company's financial position, results of operations or cash flows. The Company manages foreign currency exchange rate risk through the use of derivative financial instruments comprised principally of forward contracts on foreign currency which are not designated as hedging instruments for accounting purposes. The objective of those derivatives instruments is to minimize the income statement impact and potential variability in cash flows associated with intercompany loans and accounts receivable, accounts payable and forecasted transactions that are denominated in certain foreign currencies. As of March26, 2010 and September25, 2009, the total gross notional amount of the Company's foreign exchange contracts was $715million and $525million, respectively. Effective March17, 2009, Tyco changed its jurisdiction of incorporation from Bermuda to Switzerland. Until January1, 2011 Tyco intends to make dividend payments in the form of a reduction of capital, denominated in Swiss francs. However, the Company expects to actually pay dividends in U.S. dollars, based on exchange rates in effect shortly before the payment date. Fluctuations in the value of the U.S. dollar compared to the Swiss franc between the date the dividend is declared and paid will increase or decrease the U.S. dollar amount required to be paid. The Company manages the potential variability in cash flows associated with the dividend payments by entering into derivative financial instruments used as economic hedges of the underlying risk. The Company manages interest rate risk through the use of interest rate swap transactions with financial institutions acting as principal counterparties, which are designated as fair value hedges for accounting purposes. During the third quarter of 2009 and the first quarter of 2010, the Company entered into interest rate swap transactions with the objective of managing the exposure to interest rate risk by converting the interest rates on $1.4billion and $ |
Commitments and Contingencies
Commitments and Contingencies (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Commitments and Contingencies | |
Commitments and Contingencies | 10.Commitments and Contingencies In connection with the Separation, the Company entered into a liability sharing agreement regarding certain legal actions that were pending against Tyco prior to the Separation. Under the Separation and Distribution Agreement, the Company, Covidien and Tyco Electronics are jointly and severally liable for the full amount of any judgments resulting from the actions subject to the agreement, which generally relate to legacy matters that are not specific to the business operations of any of the companies. The Separation and Distribution Agreement also provides that the Company will be responsible for 27%, Covidien 42% and Tyco Electronics 31% of payments to resolve these matters, with costs and expenses associated with the management of these contingencies being shared equally among the parties. In addition, under the agreement, the Company will manage and control all the legal matters related to assumed contingent liabilities as described in the Separation and Distribution Agreement, including the defense or settlement thereof, subject to certain limitations. Additionally, at the time of the Separation, the Company, Covidien and Tyco Electronics agreed to allocate responsibility for certain legacy tax claims pursuant to the same formula under the Tax Sharing Agreement. See Note5. Legacy Securities Matters As previously reported, Tyco and some members of the Company's former senior corporate management are named defendants in a number of lawsuits alleging violations of the disclosure provisions of the federal securities laws. In June 2007, the Company settled 32 purported securities class action lawsuits arising from actions alleged to have been taken by prior management. The June 2007 class action settlement did not purport to resolve all legacy securities cases. During the second quarter of 2009, the Company concluded that its best estimate of probable loss for the legacy securities matters outstanding at the time was $375million in the aggregate, which the Company recorded as a liability in accrued and other current liabilities in the Consolidated Balance Sheet as of March27, 2009. Due to the sharing provisions in the Separation and Distribution Agreement, the Company also recorded receivables from Covidien and Tyco Electronics in the amounts of $158million and $116million, respectively, which were recorded in other current assets in the Company's Consolidated Balance Sheet as of March27, 2009. As a result, the Company recorded a net charge of $101million related to legacy securities matters during the quarter ended March27, 2009 in selling, general, and administrative expenses in the Consolidated Statements of Operations. In the second half of fiscal 2009, the Company agreed to settle with all of the remaining plaintiffs that had opted-out of the class action settlement as well as plaintiffs who had brought ERISA related claims for a total of $271million. Pursuant to the Separation and Distribution Agreement, the Company's share of the settlement amount was approximately $73million, with Covidien and Tyco Electronics responsible for approximately $114million and $84million, respectively. This |
Retirement Plans
Retirement Plans (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Retirement Plans | |
Retirement Plans | 11.Retirement Plans Defined Benefit Pension PlansThe Company adopted the measurement date provisions of the authoritative guidance for the employers' accounting for defined benefit pension and other postretirement plans on September27, 2008. As a result, Tyco measured its plan assets and benefit obligations on September26, 2008 and adjusted its opening balances of accumulated earnings (deficit) and accumulated other comprehensive income (loss) for the change in net periodic benefit cost and fair value, respectively, from the previously used measurement date of August31, 2008. The adoption of the measurement date provisions resulted in a net decrease to accumulated earnings (deficit) of $5million, net of an income tax benefit of $2million, and a net increase to accumulated other comprehensive income (loss) of $61million, net of income taxes of $28million. The Company sponsors a number of pension plans. The following disclosures exclude the impact of plans which are immaterial individually and in the aggregate. The net periodic benefit cost for the Company's material U.S. and non-U.S. defined benefit pension plans is as follows ($ in millions): U.S. Plans For the Quarters Ended For the Six Months Ended March26, 2010 March27, 2009 March26, 2010 March27, 2009 Service cost $ 3 $ 2 $ 5 $ 5 Interest cost 12 12 24 25 Expected return on plan assets (12 ) (12 ) (24 ) (25 ) Amortization of prior service cost 1 1 Amortization of net actuarial loss 6 2 13 4 Net periodic benefit cost $ 9 $ 5 $ 18 $ 10 Non-U.S. Plans For the Quarters Ended For the Six Months Ended March26, 2010 March27, 2009 March26, 2010 March27, 2009 Service cost $ 7 $ 8 $ 14 $ 17 Interest cost 19 21 38 41 Expected return on plan assets (17 ) (18 ) (34 ) (36 ) Amortization of prior service cost (1 ) (1 ) (2 ) (2 ) Amortization of net actuarial loss 7 5 14 10 Plan settlements and curtailments termination benefits (1 ) (1 ) Net periodic benefit cost $ 15 $ 14 $ 30 $ 29 The estimated net loss and prior service cost for U.S. pension benefit plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the current fiscal year are expected to be $26million and $1million, respectively. The estimated net loss and prior service credit for non-U.S. pension benefit plans that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the current fiscal year are expected to be $29million and $3million, respectively. The Company's funding policy is to make contributions in accordance with the laws and customs of the various countries in which it operates as well as to make discretionary voluntary contributions from time-to-time. The Company anticipates that it will contribute at least the minimu |
Shareholders' Equity
Shareholders' Equity (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Shareholders' Equity | |
Shareholders' Equity | 12.Shareholders' Equity Dividends Pursuant to Swiss law, dividend payments made prior to January1, 2011 are subject to Swiss withholding taxes unless made in the form of a return of capital from the Company's registered share capital. As a result, the Company intends to first pay dividends in the form of a reduction of registered share capital until at least January1, 2011. After January1, 2011, the Company expects to make dividend payments in the form of a reduction in contributed surplus, which also may be made free of Swiss withholding taxes. On March10, 2010, the Company's shareholders approved an annual dividend on the Company's common shares of CHF0.90 per share, which will be paid in the form of a return on capital in four installments of CHF0.22, CHF0.22, CHF0.23 and CHF0.23. The first installment of CHF0.22 will be paid on May26, 2010 to shareholders of record on May14, 2010. While certain administrative steps need to occur to effectuate the dividend payment, approval of the dividend by the shareholders establishes the dividend under Swiss law. As a result, the Company recorded an accrued dividend of CHF 428million as of March10, 2010, which approximated $399million based on the exchange rate in effect on that date. The accrued dividend is recorded in accrued and other current liabilities in the Company's Consolidated Balance Sheet as of March26, 2010. On the Company's Consolidated Balance Sheet, this amount is recorded as a reduction of common shares, which reduces the par value of the Company's common shares from CHF7.60 to CHF6.70. The installments will be paid in U.S. dollars converted from Swiss Francs at the USD/CHF exchange rate in effect shortly before the payment dates. Assuming the BHS acquisition closes before May26, 2010, BHS shareholders who elect to receive Tyco common stock as consideration in the merger will be entitled to receive dividend payments commencing on May26, 2010. On March12, 2009, the Company's shareholders approved an annual dividend on the Company's common shares of CHF0.93 per share, which was paid in the form of a return on capital in four installments of CHF0.23, CHF0.23, CHF0.23 and CHF0.24 to shareholders of record on April30, 2009, July31, 2009, October30, 2009 and January29, 2010, respectively. While certain administrative steps need to occur to effectuate the dividend payment, approval by the shareholders establishes the dividend under Swiss law. As a result, the Company recorded an accrued dividend of CHF440 as of March12, 2009, which approximated $377million based on the exchange rate in effect on that date. On the Company's Consolidated Balance Sheet, this amount was recorded as a reduction of common shares, which reduced the par value of the Company's common shares from CHF8.53 to CHF7.60. The installments were paid in U.S. dollars converted from Swiss Francs at the USD/CHF exchange rate in effect shortly before the payment dates. Prior to the Change of Domicile, on December4, 2008, the Company's Board of Directors declared a quarterly dividend on the Company's common shares of $0.20 per share, which was paid on February2, 2009 to shareholders of record on January5, 2009. |
Share Plans
Share Plans (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Share Plans | |
Share Plans | 13.Share Plans During the quarter ended December25, 2009, the Company issued its annual share-based compensation grants. The total number of awards issued was approximately 6million, of which 4million were share options, 1million were restricted unit awards and 1million were performance share unit awards. The options and restricted stock units vest in equal annual installments over a period of 4years, and the performance share unit awards vest after a period of 3years based on the level of attainment of the applicable performance metrics, which are determined by the Compensation and Human Resources Committee of the Board. The weighted-average grant-date fair value of the share options, restricted unit awards and performance share unit awards was $9.17, $33.75 and $40.19, respectively. The weighted-average assumptions used in the Black-Scholes option pricing model included an expected stock price volatility of 34%, a risk free interest rate of 2.47%, an expected annual dividend per share of $0.80 and an expected option life of 5.4years. During the quarter ended December26, 2008, the Company issued its annual share-based compensation grants. The total number of awards issued was approximately 8million, of which 5million were share options, 2million were restricted unit awards and 1million were performance share unit awards. The options and restricted stock units vest in equal annual installments over a period of 4years, and the performance share unit awards vest after a period of 3years based on the level of attainment of the applicable performance metrics, which are determined by the Compensation and Human Resources Committee of the Board. The weighted-average grant-date fair value of the share options, restricted unit awards and performance share unit awards was $7.15, $29.00 and $27.84, respectively. The weighted-average assumptions used in the Black-Scholes option pricing model included an expected stock price volatility of 32%, a risk free interest rate of 2.71%, an expected annual dividend per share of $0.80 and an expected option life of 5.2years. |
Consolidated Segment Data
Consolidated Segment Data (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Consolidated Segment Data | |
Consolidated Segment Data | 14.Consolidated Segment Data The Company, from time to time, may realign businesses and management responsibility within its operating segments based on considerations such as opportunity for market or operating synergies and/or to more fully leverage existing capabilities and enhance development for future products and services. During the first quarter of fiscal 2010, the manufacturing operations which support the ADT retail business, historically included in the Safety Products segment, were transferred to the ADT Worldwide segment. In addition, certain smaller businesses were transferred between segments; from the Company's Safety Products segment to the Company's Fire Protection Services segment in Asia Pacific; from the Company's Fire Protection Services segment to the Company's ADT Worldwide segment in EMEA and Latin America. Further, certain overhead costs were transferred from Corporate and Other to the Company's ADT Worldwide segment. As a result of the realignment of these business activities, the revenue and operating income for the period ending March27, 2009 have been recast to reflect the realignments discussed above. Selected information by segment is presented in the following tables ($ in millions): For the Quarters Ended For the Six Months Ended March26, 2010 March27, 2009 March26, 2010 March27, 2009 Net revenue(1): ADT Worldwide $ 1,767 $ 1,705 $ 3,602 $ 3,516 Flow Control 899 927 1,822 1,886 Fire Protection Services 807 813 1,640 1,652 Electrical and Metal Products 336 330 633 746 Safety Products 360 375 718 776 Corporate and Other Net revenue $ 4,169 $ 4,150 $ 8,415 $ 8,576 (1) Revenue by operating segment excludes intercompany transactions. For the Quarters Ended For the Six Months Ended March26, 2010 March27, 2009 March26, 2010 March27, 2009 Operating income (loss): ADT Worldwide $ 305 $ (867 ) $ 564 $ (640 ) Flow Control 93 133 205 270 Fire Protection Services 62 (121 ) 126 (65 ) Electrical and Metal Products 24 (961 ) 47 (934 ) Safety Products 47 (537 ) 101 (457 ) Corporate and Other (104 ) (201 ) (202 ) (315 ) Operating income (loss) $ 427 $ (2,554 ) $ 841 $ (2,141 ) |
Inventory
Inventory (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Inventory | |
Inventory | 15.Inventory Inventories consisted of the following ($ in millions): March26, 2010 September25, 2009 Purchased materials and manufactured parts $ 517 $ 514 Work in process 205 207 Finished goods 742 722 Inventories $ 1,464 $ 1,443 Inventories are recorded at the lower of cost (primarily first-in, first-out) or market value. |
Property, Plant and Equipment
Property, Plant and Equipment (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 16.Property, Plant and Equipment Property, plant and equipment consisted of the following ($ in millions): March26, 2010 September25, 2009 Land $ 156 $ 156 Buildings 806 788 Subscriber systems 5,375 5,309 Machinery and equipment 2,431 2,398 Property under capital leases(1) 62 62 Construction in progress 149 164 Accumulated depreciation(2) (5,478 ) (5,380 ) Property, Plant and Equipment, net $ 3,501 $ 3,497 (1) Property under capital leases consists primarily of buildings. (2) Accumulated amortization of capital lease assets was $31million and $28million as of March26, 2010 and September25, 2009, respectively. |
Guarantees
Guarantees (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Guarantees | |
Guarantees | 17.Guarantees Certain of the Company's business segments have guaranteed the performance of third-parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from the current fiscal year through the completion of such transactions. The guarantees would typically be triggered in the event of nonperformance and performance under the guarantees, if required, would not have a material effect on the Company's financial position, results of operations or cash flows. There are certain guarantees or indemnifications extended among Tyco, Covidien and Tyco Electronics in accordance with the terms of the Separation and Distribution Agreement and the Tax Sharing Agreement. The guarantees primarily relate to certain contingent tax liabilities included in the Tax Sharing Agreement. At the time of the Separation, Tyco recorded a liability necessary to recognize the fair value of such guarantees and indemnifications. In the absence of observable transactions for identical or similar guarantees, the Company determined the fair value of these guarantees and indemnifications utilizing expected present value measurement techniques. Significant assumptions utilized to determine fair value included determining a range of potential outcomes, assigning a probability weighting to each potential outcome and estimating the anticipated timing of resolution. The probability weighted outcomes were discounted using the Company's incremental borrowing rate. As of March26, 2010 and September25, 2009, the Company maintained a liability of $554million, which reflected the fair value of the guarantees and indemnification under the Tax Sharing Agreement and was recorded in other liabilities on the Company's Consolidated Balance Sheets. The guarantees primarily relate to certain contingent tax liabilities included in the Tax Sharing Agreement. See Note5 for further discussion of the Tax Sharing Agreement. In addition, Tyco historically provided support in the form of financial and/or performance guarantees to various Covidien and Tyco Electronics operating entities. In connection with the Separation, the Company worked with the guarantee counterparties to cancel or assign these guarantees to Covidien or Tyco Electronics. To the extent these guarantees were not assigned prior to the Separation date, Tyco assumed primary liability on any remaining such support. The estimated fair value of these obligations is $4million, which are included in other liabilities on the Company's Consolidated Balance Sheets as of March26, 2010 and September25, 2009, respectively, with an offset to shareholders' equity on the Separation date. In disposing of assets or businesses, the Company often provides representations, warranties and/or indemnities to cover various risks including, for example, unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company |
Tyco International Finance S.A.
Tyco International Finance S.A. (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Tyco International Finance S.A. | |
Tyco International Finance S.A. | 18.Tyco International FinanceS.A. TIFSA, a wholly-owned subsidiary of the Company, has public debt securities outstanding (see Note8) which are fully and unconditionally guaranteed by Tyco. The following tables present condensed consolidating financial information for Tyco, TIFSA and all other subsidiaries. Condensed financial information for Tyco and TIFSA on a stand-alone basis is presented using the equity method of accounting for subsidiaries. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Quarter Ended March26, 2010 ($ in millions) Tyco International Ltd. Tyco International FinanceS.A. Other Subsidiaries Consolidating Adjustments Total Net revenue $ $ $ 4,169 $ $ 4,169 Cost of product sales and services 2,659 2,659 Selling, general and administrative expenses 5 2 1,101 1,108 Restructuring, asset impairment and (gain)/loss on divestitures, net (25 ) (25 ) Operating (loss) income (5 ) (2 ) 434 427 Interest income 7 7 Interest expense (74 ) (74 ) Other income, net 3 3 Equity in net income of subsidiaries 658 273 (931 ) Intercompany interest and fees (346 ) 155 191 Income from continuing operations before income taxes 310 352 632 (931 ) 363 Income tax expense (22 ) (29 ) (51 ) Income from continuing operations 310 330 603 (931 ) 312 Income from discontinued operations, net of income taxes Net income 310 330 603 (931 ) 312 Less: noncontrolling interest in subsidiaries net income 2 2 Net income attributable to Tyco common shareholders $ 310 $ 330 $ 601 $ (931 ) $ 310 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the Quarter Ended March27, 2009 ($ in millions) Tyco International Ltd. Tyco International FinanceS.A. Other Subsidiaries Consolidating Adjustments Total Net revenue $ $ $ 4,150 $ $ 4,150 Cost of product sales and services 2,715 2,715 Selling, general and administrative expenses 122 5 1,073 1,200 Goodwill and intangible asset impairments 2,705 2,705 Restructuring, asset impairment and (gain)/loss on divestitures, net 2 82 84 Operating loss (124 ) (5 ) (2,425 ) (2,554 ) Interest income 11 11 Interest expense (76 ) (2 ) (78 ) Other income, net 5 2 7 Equity in net loss of subsidiaries (2,082 ) (2,360 ) 4,442 Intercompany interest and fees (354 ) 38 316 Loss from continuing operations before income taxes (2,555 ) (2,401 |
Subsequent Events
Subsequent Events (Noncontrolling Interest) | |
6 Months Ended
Mar. 26, 2010 | |
Subsequent Events | |
Subsequent Events | 19.Subsequent Events On April12, 2010, Standard Poor's Rating Services raised the Company's long-term debt rating to A- from BBB+. On April22, 2010, the Board of Directors approved a plan to pursue a tax-free spin-off of Tyco's Electrical and Metal Products business. The proposed transaction is expected to be structured as a tax-free distribution to Tyco shareholders, and is subject to a number of conditions including completion of a review process by the Securities and Exchange Commission, final approval by the Tyco Board of Directors and approval by Tyco shareholders. Tyco expects to complete the proposed transaction in the first half of fiscal 2011. |
Document and Entity Information
Document and Entity Information | |
Apr. 21, 2010
| |
Entity Common Stock, Shares Outstanding | 475,419,817 |