TYC » Topics » DOCUMENTS INCORPORATED BY REFERENCE

This excerpt taken from the TYC 10-K filed Apr 20, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the registrant's proxy statement filed within 120 days of the close of the registrant's fiscal year in connection with the registrant's 2007 annual general meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

        See pages 59 to 65 for the exhibit index.





INTRODUCTORY NOTE

        Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the fiscal year ended September 29, 2006.

        During the second quarter of 2007, the Company identified certain errors in its income tax accounting primarily related to maintaining and tax effecting jurisdictional data and the classification of tax amounts in the Consolidated Balance Sheets. In addition, certain errors had been recorded and disclosed in the period in which they were identified rather than in the period in which they occurred since they were immaterial. While these errors are immaterial both individually and in the aggregate to Tyco's Consolidated Financial Statements, the Company has determined that these errors will become material to Tyco's income from continuing operations upon completion of the Proposed Separation. In anticipation of the Proposed Separation, the Company has restated its Consolidated Financial Statements.

        We are also updating Item 1A. Risk Factors and revising Item 9A. Controls and Procedures.

        Additionally, this Amendment on Form 10-K/A reflects Aguas Industriales de Jose, C.A. ("AIJ"), a majority owned Engineered Products and Services segment joint venture in Venezuela, as a discontinued operation as it met the held for sale criteria and was sold in our first fiscal quarter of 2007.

        This Amendment reflects the changes discussed above. All other information is unchanged and reflects the disclosures made at the time of the original filing on December 11, 2006.

        The items amended are as follows:

Part I, Item 1A. Risk Factors

Part I, Item 1B. Unresolved Staff Comments

Part II, Item 6. Selected Financial Data

Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Part II, Item 8. Financial Statements and Supplementary Data

Part II, Item 9A. Controls and Procedures

Part IV, Item 15. Exhibits and Financial Statement Schedule

i



RECENT DEVELOPMENTS

        In conjunction with the Company's announcement that its Board of Directors approved a plan to separate the Company into three separate, publicly traded companies—Tyco Healthcare, Tyco Electronics and a combination of Tyco Fire and Security and Engineered Products and Services (the "Proposed Separation"), Tyco filed initial Registration Statements with the Securities and Exchange Commission ("SEC") on January 18, 2007. Tyco Healthcare has changed its name to Covidien Ltd. At or shortly before the completion of the Proposed Separation, we will reorganize to a new management and segment reporting structure. As part of these planned organizational changes, we will assess new reporting units and perform valuations to determine assignment of goodwill to the new reporting units based on relative fair values. We will also test the recoverability of goodwill. As such, we estimate that based on preliminary valuations and assumptions we may incur a pre-tax charge of approximately $100 million for the estimated amount of goodwill that we anticipate may be impaired as a result of the planned reorganization to a new management and segment reporting structure. The preliminary assessment relied on a number of assumptions, including management's estimate of future cash flows, weighted-average cost of capital and income tax rates, which will be revised to reflect market conditions at the time of the final assessment. Due to the sensitivity of the estimated fair values to these assumptions, future changes to the assumptions, particularly the weighted-average cost of capital at the time of realignment when these assessments actually occur, a charge, if any, could be materially different than the estimate provided herein.

        During the quarter ended December 29, 2006, we repurchased 22 million of our common shares for $659 million completing the $2.0 billion share repurchase program approved by the Board of Directors in May 2006.

        On October 31, 2006, a subsidiary of the Company exercised its option to buy five cable laying sea vessels that were previously included under an off-balance sheet leasing arrangement for $280 million.

        On October 27, 2006, we received $38 million related to restitution owed by Mark H. Swartz, former Chief Financial Officer and Director, and in January 2007, we received the remaining $98 million held in escrow related to the restitution owed by L. Dennis Kozlowski, former Chairman and Chief Executive Officer.

        On October 27, 2006, we completed the sale of our Printed Circuit Group ("PCG"), a Tyco Electronics business and leading manufacturer of high-technology printed circuit boards for the military, aerospace and commercial markets, for $231 million in net cash proceeds and recorded a pre-tax gain on sale of $45 million. Additionally, we collected the $30 million receivable due from the purchaser of our Plastics, Adhesives and Ludlow Coated Products businesses.

        During December 2006, we also consummated the sale of the Aguas Industriales de Jose, C.A. ("AIJ"), a majority owned Engineered Products and Services segment joint venture in Venezuela, for $42 million in net cash proceeds and a pre-tax gain of $19 million was recorded.

        To further improve operating efficiency, during the first quarter of 2007, we launched a restructuring program across all segments including the corporate organization which will streamline some of the businesses and reduce the operational footprint. We expect to incur charges of approximately $600 million over the next two years, of which $500 million is expected to be incurred in 2007. We expect that the total cash expenditures for this program will be approximately $450 million, of which $250 million is expected in 2007. During the quarter ended December 29, 2006, we incurred charges of $82 million and utilized cash of $2 million related to this program. We believe this restructuring program will strengthen our competitive position over the long term.

ii



TABLE OF CONTENTS

 
   
  Page
Part I        
Item 1A.   Risk Factors   1
Item 1B.   Unresolved Staff Comments   9
Part II        
Item 6.   Selected Financial Data   10
Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   11
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk   52
Item 8.   Financial Statements and Supplementary Data   56
Item 9A.   Controls and Procedures   56
Part IV        
Item 15.   Exhibits and Financial Statement Schedule   59
Signatures   66
Index to Consolidated Financial Information   68

iii


Item 1A. Risk Factors

        You should carefully consider the risks described below before investing in our publicly traded securities. The risks described below are not the only ones facing us. Our business is also subject to the risks that affect many other companies, such as competition, technological obsolescence, labor relations, general economic conditions, geopolitical events and international operations. Additional risks not currently known to us or that we currently believe are immaterial also may impair our business operations and our liquidity.

This excerpt taken from the TYC 10-K filed Dec 11, 2006.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the registrant's proxy statement filed within 120 days of the close of the registrant's fiscal year in connection with the registrant's 2007 annual general meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

        See pages 78 to 84 for the exhibit index.





TABLE OF CONTENTS

 
   
  Page
Part I        

Item 1.

 

Business

 

1

Item 1A.

 

Risk Factors

 

12

Item 1B.

 

Unresolved Staff Comments

 

21

Item 2.

 

Properties

 

21

Item 3.

 

Legal Proceedings

 

22

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

34

Part II

 

 

 

 

Item 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

35

Item 6.

 

Selected Financial Data

 

36

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

38

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

70

Item 8.

 

Financial Statements and Supplementary Data

 

74

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

74

Item 9A.

 

Controls and Procedures

 

75

Item 9B.

 

Other Information

 

76

Part III

 

 

 

 

Item 10.

 

Directors and Executive Officers of the Registrant

 

77

Item 11.

 

Executive Compensation

 

77

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

77

Item 13.

 

Certain Relationships and Related Transactions

 

77

Item 14.

 

Principal Accountant Fees and Services

 

77

Part IV

 

 

 

 

Item 15.

 

Exhibits and Financial Statement Schedules

 

78

Signatures

 

85

Index to Consolidated Financial Statements

 

87

i



PART I

This excerpt taken from the TYC 10-K filed Dec 9, 2005.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the registrant's proxy statement filed within 120 days of the close of the registrant's fiscal year in connection with the registrant's 2006 annual general meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

        See pages 67 to 72 for the exhibit index.





TABLE OF CONTENTS

 
   
  Page
Part I        

Item 1.

 

Business

 

1

Item 1A.

 

Risk Factors

 

12

Item 1B.

 

Unresolved Staff Comments

 

19

Item 2.

 

Properties

 

20

Item 3.

 

Legal Proceedings

 

20

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

30

Part II

 

 

 

 

Item 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

31

Item 6.

 

Selected Financial Data

 

32

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

34

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

62

Item 8.

 

Financial Statements and Supplementary Data

 

64

Item 9.

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

64

Item 9A.

 

Controls and Procedures

 

64

Item 9B.

 

Other Information

 

65

Part III

 

 

 

 

Item 10.

 

Directors and Executive Officers of the Registrant

 

66

Item 11.

 

Executive Compensation

 

66

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

66

Item 13.

 

Certain Relationships and Related Transactions

 

66

Item 14.

 

Principal Accountant Fees and Services

 

66

Part IV

 

 

 

 

Item 15.

 

Exhibits and Financial Statement Schedules

 

67

Signatures

 

73

Index to Consolidated Financial Statements

 

75


PART I

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