Divestitures

3 Months Ended

Dec. 30, 2011

Divestitures

Divestitures

3.    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.

Fiscal 2012

        During the quarter ended December 30, 2011, there were no businesses divested by the Company.

Fiscal 2011

        On November 9, 2010, the Company announced that it entered into an investment agreement (the "Agreement") to sell a majority interest in its Electrical and Metal Products business to an affiliate of the private equity firm Clayton, Dubilier & Rice, LLC (the "Investor"). The Company formed a newly incorporated holding company, Atkore International Group Inc. ("Atkore"), to hold the Company's Electrical and Metal Products business. On December 22, 2010, the transaction closed and the Investor acquired shares of a newly-created class of cumulative convertible preferred stock of Atkore (the "Preferred Stock"). The Preferred Stock initially represented 51% of the outstanding capital stock (on an as-converted basis) of Atkore. In connection with the closing, the Company received cash proceeds of approximately $713 million and recorded a gain of $259 million, which included $33 million of cumulative translation gain, during the first quarter of fiscal 2011. The gain on disposal is recorded within restructuring, asset impairment and divestiture charges (gains), net in the Company's Consolidated Statements of Operations.

        Tyco's retained ownership interest in Atkore is accounted for under the equity method of accounting and is recorded in other assets in the Company's Consolidated Balance Sheet as of December 30, 2011 and September 30, 2011. The Company's proportionate share of Atkore's net loss is recorded within other expense, net in the Company's Consolidated Statements of Operations. The company recorded an equity loss of $9 million for the quarter ended December 30, 2011 and nil for the quarter ended December 24, 2010.

Discontinued Operations

Fiscal 2012

        During the quarter ended December 30, 2011, there were no businesses which met the criteria to be presented as discontinued operations.

Fiscal 2011

        On September 30, 2010, the Company sold its European water business, which was part of the Company's Flow Control segment. The sale was completed for approximately $264 million in cash proceeds, net of $7 million of cash divested on sale, and a pre-tax gain of $173 million was recorded, which was largely exempt from tax. The gain was recorded in income from discontinued operations, net of income taxes in the Company's Consolidated Statement of Operations.

        Net revenue, pre-tax loss from discontinued operations, pre-tax income on sale of discontinued operations, income tax benefit and income from discontinued operations, net of income taxes for the quarter ended December 24, 2010 are as follows ($ millions):

	December 24, 2010
Net revenue	$	3
Pre-tax loss from discontinued operations	$	(5	)
Pre-tax income on sale of discontinued operations		173
Income tax benefit		1
Income from discontinued operations, net of income taxes	$	169

        There were no material pending divestitures as of December 30, 2011 and September 30, 2011.

Divestiture Charges (Gains), Net

        During the quarters ended December 30, 2011 and December 24, 2010, the Company recorded nil and a net gain of $246 million, respectively, in restructuring, asset impairment and divestiture charges (gains), net in the Company's Consolidated Statements of Operations in connection with the divestiture and write-down to fair value less cost to sell of certain businesses that did not meet the criteria for discontinued operations. The net gain for the quarter ended December 24, 2010 includes a gain of $259 million which was subject to the settlement of working capital adjustments recognized in conjunction with the sale of a majority interest in the Company's Electrical and Metal Products business, as discussed above. The Company recorded approximately $11 million of working capital adjustments subsequent to the first quarter of fiscal 2011 that reduced the gain.