UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2010
TYCO INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in its Charter)
Switzerland |
| 98-0390500 |
(Jurisdiction of Incorporation) |
| (IRS Employer Identification Number) |
001-13836
(Commission File Number)
Freier Platz 10
CH-8200 Schaffhausen, Switzerland
(Address of Principal Executive Offices, including Zip Code)
41-52-633-02-44
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
During the first quarter of fiscal 2010, Tyco International Ltd. (the “Company”) realigned certain business operations. 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 following tables for the fiscal years ended 2009, 2008 and 2007 have been recast to reflect the realignments discussed above. The realignment did not have any impact on the Company’s consolidated financial position, results of operations, earnings per share or cash flows for the periods presented. Selected information by segment and region is presented below ($ in millions):
|
| 2009 |
| 2008 |
| 2007 |
| |||
Net revenue(1): |
|
|
|
|
|
|
| |||
ADT Worldwide |
| $ | 7,066 |
| $ | 7,802 |
| $ | 7,350 |
|
Flow Control |
| 3,850 |
| 4,418 |
| 3,766 |
| |||
Fire Protection Services |
| 3,410 |
| 3,813 |
| 3,702 |
| |||
Electrical and Metal Products |
| 1,392 |
| 2,272 |
| 1,974 |
| |||
Safety Products |
| 1,519 |
| 1,889 |
| 1,681 |
| |||
Corporate and Other |
| — |
| 5 |
| 4 |
| |||
|
| $ | 17,237 |
| $ | 20,199 |
| $ | 18,477 |
|
(1) Revenue by operating segment excludes intercompany transactions.
|
| 2009(1) |
| 2008 |
| 2007 |
| |||
Operating (loss) income: |
|
|
|
|
|
|
| |||
ADT Worldwide |
| $ | (202 | ) | $ | 866 |
| $ | 802 |
|
Flow Control |
| 518 |
| 618 |
| 457 |
| |||
Fire Protection Services |
| 70 |
| 332 |
| 298 |
| |||
Electrical and Metal Products |
| (938 | ) | 342 |
| 162 |
| |||
Safety Products |
| (367 | ) | 301 |
| 270 |
| |||
Corporate and Other(2) |
| (568 | ) | (518 | ) | (3,721 | ) | |||
|
| $ | (1,487 | ) | $ | 1,941 |
| $ | (1,732 | ) |
(1) Operating loss in 2009 includes goodwill and intangible asset impairment charges of $2.705 billion.
(2) Corporate and Other in 2007 includes a net charge of $2.862 billion related to the class action settlement.
Total assets by segment as of September 25, 2009, September 26, 2008 and September 28, 2007 are as follows ($ in millions):
|
| 2009 |
| 2008 |
| 2007 |
| |||
Total assets: |
|
|
|
|
|
|
| |||
ADT Worldwide |
| $ | 11,395 |
| $ | 12,966 |
| $ | 12,826 |
|
Flow Control |
| 4,489 |
| 4,669 |
| 4,421 |
| |||
Fire Protection Services |
| 2,629 |
| 2,825 |
| 2,881 |
| |||
Electrical and Metal Products |
| 629 |
| 1,916 |
| 1,933 |
| |||
Safety Products |
| 1,954 |
| 2,679 |
| 2,662 |
| |||
Corporate and Other |
| 4,301 |
| 3,481 |
| 6,817 |
| |||
Assets held for sale |
| 156 |
| 268 |
| 1,275 |
| |||
|
| $ | 25,553 |
| $ | 28,804 |
| $ | 32,815 |
|
Depreciation and amortization and capital expenditures, net by segment for the years ended September 25, 2009, September 26, 2008 and September 28, 2007 are as follows ($ in millions):
|
| 2009 |
| 2008 |
| 2007 |
| |||
Depreciation and amortization: |
|
|
|
|
|
|
| |||
ADT Worldwide |
| $ | 940 |
| $ | 968 |
| $ | 977 |
|
Flow Control |
| 69 |
| 65 |
| 62 |
| |||
Fire Protection Services |
| 34 |
| 31 |
| 31 |
| |||
Electrical and Metal Products |
| 30 |
| 37 |
| 27 |
| |||
Safety Products |
| 48 |
| 43 |
| 41 |
| |||
Corporate and Other |
| 12 |
| 10 |
| 10 |
| |||
|
| $ | 1,133 |
| $ | 1,154 |
| $ | 1,148 |
|
|
| 2009 |
| 2008 |
| 2007 |
| |||
Capital expenditures: |
|
|
|
|
|
|
| |||
ADT Worldwide |
| $ | 443 |
| $ | 504 |
| $ | 472 |
|
Flow Control |
| 107 |
| 130 |
| 90 |
| |||
Fire Protection Services |
| 25 |
| 28 |
| 26 |
| |||
Electrical and Metal Products |
| 46 |
| 35 |
| 29 |
| |||
Safety Products |
| 56 |
| 31 |
| 44 |
| |||
Corporate and Other |
| 32 |
| 6 |
| 5 |
| |||
|
| $ | 709 |
| $ | 734 |
| $ | 666 |
|
Net revenue by geographic area for the years ended September 25, 2009, September 26, 2008 and September 28, 2007 is as follows ($ in millions):
|
| 2009 |
| 2008 |
| 2007 |
| |||
Net revenue(1): |
|
|
|
|
|
|
| |||
United States |
| $ | 8,304 |
| $ | 9,465 |
| $ | 8,910 |
|
Other Americas |
| 1,520 |
| 1,733 |
| 1,419 |
| |||
Europe, Middle East and Africa |
| 4,706 |
| 5,749 |
| 5,338 |
| |||
Asia—Pacific |
| 2,707 |
| 3,252 |
| 2,810 |
| |||
|
| $ | 17,237 |
| $ | 20,199 |
| $ | 18,477 |
|
(1) Revenue is attributed to individual countries based on the reporting entity that records the transaction.
Long-lived assets by geographic area as of September 25, 2009, September 26, 2008 and September 28, 2007 are as follows ($ in millions):
|
| 2009 |
| 2008 |
| 2007 |
| |||
Long-lived assets(1): |
|
|
|
|
|
|
| |||
United States |
| $ | 2,701 |
| $ | 2,722 |
| $ | 2,681 |
|
Other Americas |
| 402 |
| 364 |
| 339 |
| |||
Europe, Middle East and Africa |
| 539 |
| 566 |
| 577 |
| |||
Asia—Pacific |
| 605 |
| 582 |
| 526 |
| |||
Corporate and Other |
| 14 |
| 14 |
| 117 |
| |||
|
| $ | 4,261 |
| $ | 4,248 |
| $ | 4,240 |
|
(1) Long-lived assets are comprised primarily of property, plant and equipment and exclude goodwill, other intangible assets, deferred taxes and other shared assets.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TYCO INTERNATIONAL LTD. | |
| (Registrant) | |
|
| |
| By: | /s/ Carol Anthony Davidson |
|
| Carol Anthony Davidson |
|
| Senior Vice-President, Controller |
|
| and Chief Accounting Officer |
|
|
|
Date: February 8, 2010 |
| |
