Tyco International Finance S.A.

6 Months Ended

Mar. 30, 2012

Tyco International Finance S.A.

Tyco International Finance S.A.

20.    Tyco International Finance S.A.

        TIFSA, a wholly-owned subsidiary of the Company, has public debt securities outstanding which are fully and unconditionally guaranteed by Tyco. See Note 9. 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.

        In anticipation of the 2012 Separation, the Company has commenced certain steps to restructure the ownership of subsidiaries within Tyco. During the quarter ended March 30, 2012, the Company completed the transfer of certain investments from TIFSA to Tyco. Since the transactions were entirely among wholly-owned subsidiaries of Tyco, there was no impact on the Company's financial position, results of operations and cash flows. The transactions did, however, result in a decrease to TIFSA's investment in subsidiaries. Since these transactions were among entities under common control, their effects have been reflected as of the beginning of the earliest period presented, which resulted in a net decrease to TIFSA's investment in subsidiaries of $117 million as of September 30, 2011.

        For the quarter and six months ended March 30, 2012, the operating results of discontinued operations are reflected within the equity in net income of subsidiaries caption in the Condensed Consolidating Statements of Operations. For the quarter and six months ended March 25, 2011, immaterial amounts for Tyco and TIFSA were reflected in the income from discontinued operations, net of income taxes caption and have been conformed to the current year presentation herein.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Quarter Ended March 30, 2012

($ in millions)

	Tyco International Ltd.			Tyco International Finance S.A.			Other Subsidiaries			Consolidating Adjustments			Total
Net revenue	$	—		$	—		$	4,354		$	—		$	4,354
Cost of product sales and services		—			—			2,676			—			2,676
Selling, general and administrative expenses		3			(1	)		1,107			—			1,109
Separation costs		—			—			66			—			66
Restructuring, asset impairments and divestiture charges, net		—			—			19			—			19
Operating (loss) income		(3	)		1			486			—			484
Interest income		—			—			6			—			6
Interest expense		—			(59	)		(1	)		—			(60	)
Other expense, net		(5	)		—			(1	)		—			(6	)
Equity in net income of subsidiaries		455			314			—			(769	)		—
Intercompany interest and fees		(129	)		88			41			—			—
Income from continuing operations before income taxes		318			344			531			(769	)		424
Income tax benefit (expense)		1			(7	)		(84	)		—			(90	)
Income from continuing operations		319			337			447			(769	)		334
Income (loss) from discontinued operations, net of income taxes		8			—			(15	)		—			(7	)
Net income		327			337			432			(769	)		327
Less: noncontrolling interest in subsidiaries net income		—			—			—			—			—
Net income attributable to Tyco common shareholders	$	327		$	337		$	432		$	(769	)	$	327

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Quarter Ended March 25, 2011

($ in millions)

	Tyco International Ltd.			Tyco International Finance S.A.			Other Subsidiaries			Consolidating Adjustments			Total
Net revenue	$	—		$	—		$	3,992		$	—		$	3,992
Cost of product sales and services		—			—			2,444			—			2,444
Selling, general and administrative expenses		5			—			1,080			—			1,085
Restructuring, asset impairments and divestiture charges, net		—			—			26			—			26
Operating (loss) income		(5	)		—			442			—			437
Interest income		—			—			9			—			9
Interest expense		—			(61	)		(2	)		—			(63	)
Other income (expense), net		1			—			(7	)		—			(6	)
Equity in net income of subsidiaries		619			284			—			(903	)		—
Intercompany interest and fees		(300	)		90			210			—			—
Income from continuing operations before income taxes		315			313			652			(903	)		377
Income tax expense		—			(8	)		(49	)		—			(57	)
Income from continuing operations		315			305			603			(903	)		320
Loss from discontinued operations, net of income taxes		—			—			(4	)		—			(4	)
Net income		315			305			599			(903	)		316
Less: noncontrolling interest in subsidiaries net income		—			—			1			—			1
Net income attributable to Tyco common shareholders	$	315		$	305		$	598		$	(903	)	$	315

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended March 30, 2012

($ in millions)

	Tyco International Ltd.			Tyco International Finance S.A.			Other Subsidiaries			Consolidating Adjustments			Total
Net revenue	$	—		$	—		$	8,561		$	—		$	8,561
Cost of product sales and services		—			—			5,219			—			5,219
Selling, general and administrative expenses		7			2			2,223			—			2,232
Separation costs		—			—			98			—			98
Restructuring, asset impairments and divestiture charges, net		1			—			55			—			56
Operating (loss) income		(8	)		(2	)		966			—			956
Interest income		—			—			13			—			13
Interest expense		—			(116	)		(3	)		—			(119	)
Other expense, net		(4	)		—			(10	)		—			(14	)
Equity in net income of subsidiaries		910			544			—			(1,454	)		—
Intercompany interest and fees		(247	)		175			72			—			—
Income from continuing operations before income taxes		651			601			1,038			(1,454	)		836
Income tax benefit (expense)		1			(14	)		(155	)		—			(168	)
Income from continuing operations		652			587			883			(1,454	)		668
Income (loss) from discontinued operations, net of income taxes		8			—			(15	)		—			(7	)
Net income		660			587			868			(1,454	)		661
Less: noncontrolling interest in subsidiaries net income		—			—			1			—			1
Net income attributable to Tyco common shareholders	$	660		$	587		$	867		$	(1,454	)	$	660

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended March 25, 2011

($ in millions)

	Tyco International Ltd.			Tyco International Finance S.A.			Other Subsidiaries			Consolidating Adjustments			Total
Net revenue	$	—		$	—		$	8,370		$	—		$	8,370
Cost of product sales and services		—			—			5,193			—			5,193
Selling, general and administrative expenses		1			5			2,216			—			2,222
Restructuring, asset impairments and divestiture charges (gains), net		—			—			(188	)		—			(188	)
Operating (loss) income		(1	)		(5	)		1,149			—			1,143
Interest income		—			—			18			—			18
Interest expense		—			(122	)		(3	)		—			(125	)
Other income (expense), net		1			—			(7	)		—			(6	)
Equity in net income of subsidiaries		1,626			890			—			(2,516	)		—
Intercompany interest and fees		(652	)		180			472			—			—
Income from continuing operations before income taxes		974			943			1,629			(2,516	)		1,030
Income tax expense		—			(15	)		(205	)		—			(220	)
Income from continuing operations		974			928			1,424			(2,516	)		810
Income from discontinued operations, net of income taxes		—			—			165			—			165
Net income		974			928			1,589			(2,516	)		975
Less: noncontrolling interest in subsidiaries net income		—			—			1			—			1
Net income attributable to Tyco common shareholders	$	974		$	928		$	1,588		$	(2,516	)	$	974

CONDENSED CONSOLIDATING BALANCE SHEET

As of March 30, 2012

($ in millions)

	Tyco International Ltd.		Tyco International Finance S.A.		Other Subsidiaries			Consolidating Adjustments			Total
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,086		$	—		$	1,086
Accounts receivable, net		—		—		2,441			—			2,441
Inventories		—		—		1,543			—			1,543
Intercompany receivables		1,199		1,089		7,750			(10,038	)		—
Prepaid expenses and other current assets		21		—		971			—			992
Deferred income taxes		—		—		401			—			401
Total current assets		1,220		1,089		14,192			(10,038	)		6,463
Property, plant and equipment, net		—		—		4,150			—			4,150
Goodwill		—		—		10,130			—			10,130
Intangible assets, net		—		—		3,745			—			3,745
Investment in subsidiaries		37,935		20,940		—			(58,875	)		—
Intercompany loans receivable		1,921		11,075		20,037			(33,033	)		—
Other assets		68		287		2,219			—			2,574
Total Assets	$	41,144	$	33,391	$	54,473		$	(101,946	)	$	27,062
Liabilities and Equity
Current Liabilities:
Loans payable and current maturities of long-term debt	$	—	$	—	$	3		$	—		$	3
Accounts payable		—		—		1,326			—			1,326
Accrued and other current liabilities		282		50		1,944			—			2,276
Deferred revenue		—		—		681			—			681
Intercompany payables		3,632		4,130		2,276			(10,038	)		—
Total current liabilities		3,914		4,180		6,230			(10,038	)		4,286
Long-term debt		—		4,083		54			—			4,137
Intercompany loans payable		22,260		3,137		7,636			(33,033	)		—
Deferred revenue		—		—		1,151			—			1,151
Other liabilities		408		—		2,395			—			2,803
Total Liabilities		26,582		11,400		17,466			(43,071	)		12,377
Redeemable noncontrolling interest		—		—		106			—			106
Tyco Shareholders' Equity:
Common shares		2,792		—		—			—			2,792
Common shares held in treasury		—		—		(1,060	)		—			(1,060	)
Other shareholders' equity		11,770		21,991		37,944			(58,875	)		12,830
Total Tyco Shareholders' Equity		14,562		21,991		36,884			(58,875	)		14,562
Nonredeemable noncontrolling interest		—		—		17			—			17
Total Equity		14,562		21,991		36,901			(58,875	)		14,579
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	41,144	$	33,391	$	54,473		$	(101,946	)	$	27,062

CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, 2011

($ in millions)

	Tyco International Ltd.		Tyco International Finance S.A.		Other Subsidiaries			Consolidating Adjustments			Total
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,390		$	—		$	1,390
Accounts receivable, net		—		—		2,400			—			2,400
Inventories		—		—		1,343			—			1,343
Intercompany receivables		1,101		1,275		6,821			(9,197	)		—
Prepaid expenses and other current assets		24		—		872			—			896
Deferred income taxes		—		—		402			—			402
Assets held for sale		—		—		2			—			2
Total current assets		1,125		1,275		13,230			(9,197	)		6,433
Property, plant and equipment, net		—		—		4,051			—			4,051
Goodwill		—		—		9,999			—			9,999
Intangible assets, net		—		—		3,628			—			3,628
Investment in subsidiaries		36,483		19,869		—			(56,352	)		—
Intercompany loans receivable		1,921		10,115		20,023			(32,059	)		—
Other assets		73		298		2,295			—			2,666
Total Assets	$	39,602	$	31,557	$	53,226		$	(97,608	)	$	26,777
Liabilities and Equity
Current Liabilities:
Loans payable and current maturities of long-term debt	$	—	$	—	$	2		$	—		$	2
Accounts payable		—		—		1,278			—			1,278
Accrued and other current liabilities		321		50		2,036			—			2,407
Deferred revenue		—		—		643			—			643
Intercompany payables		3,452		3,369		2,376			(9,197	)		—
Total current liabilities		3,773		3,419		6,335			(9,197	)		4,330
Long-term debt		—		4,091		55			—			4,146
Intercompany loans payable		21,249		3,121		7,689			(32,059	)		—
Deferred revenue		—		—		1,143			—			1,143
Other liabilities		398		—		2,480			—			2,878
Total Liabilities		25,420		10,631		17,702			(41,256	)		12,497
Redeemable noncontrolling interest		—		—		93			—			93
Tyco Shareholders' Equity:
Common shares		2,792		—		—			—			2,792
Common shares held in treasury		—		—		(951	)		—			(951	)
Other shareholders' equity		11,390		20,926		36,377			(56,352	)		12,341
Total Tyco Shareholders' Equity		14,182		20,926		35,426			(56,352	)		14,182
Nonredeemable noncontrolling interest		—		—		5			—			5
Total Equity		14,182		20,926		35,431			(56,352	)		14,187
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	39,602	$	31,557	$	53,226		$	(97,608	)	$	26,777

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended March 30, 2012

($ in millions)

	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	$	(187	)	$	1,003		$	238		$	—		$	1,054
Cash Flows From Investing Activities:
Capital expenditures		—			—			(431	)		—			(431	)
Proceeds from disposal of assets		—			—			3			—			3
Acquisition of businesses, net of cash acquired		—			—			(205	)		—			(205	)
Acquisition of dealer generated customer accounts and bulk account purchases		—			—			(336	)		—			(336	)
Divestiture of businesses, net of cash divested		—			—			(4	)		—			(4	)
Net increase in intercompany loans		—			(996	)		—			996			—
(Increase) decrease in investment in subsidiaries		(593	)		(7	)		5			595			—
Other		—			—			64			—			64
Net cash used in investing activity		(593	)		(1,003	)		(904	)		1,591			(909	)
Cash Flows From Financing Activities:
Net repayments of debt		—			—			(2	)		—			(2	)
Proceeds from exercise of share options		—			—			88			—			88
Dividends paid		(231	)		—			—			—			(231	)
Repurchase of common shares by treasury		—			—			(300	)		—			(300	)
Net intercompany loan borrowings (repayments)		1,011			—			(15	)		(996	)		—
Increase in equity from parent		—			—			595			(595	)		—
Other		—			—			(19	)		—			(19	)
Net cash provided by (used in) financing activities		780			—			347			(1,591	)		(464	)
Effect of currency translation on cash		—			—			15			—			15
Net decrease in cash and cash equivalents		—			—			(304	)		—			(304	)
Cash and cash equivalents at beginning of period		—			—			1,390			—			1,390
Cash and cash equivalents at end of period	$	—		$	—		$	1,086		$	—		$	1,086

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended March 25, 2011

($ in millions)

	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	$	(406	)	$	1,270		$	48		$	—		$	912
Net cash used in discontinued operating activities		—			—			(8	)		—			(8	)
Cash Flows From Investing Activities:
Capital expenditures		—			—			(361	)		—			(361	)
Proceeds from disposal of assets		—			—			5			—			5
Acquisition of businesses, net of cash acquired		—			—			(9	)		—			(9	)
Acquisition of dealer generated customer accounts and bulk account purchases		—			—			(279	)		—			(279	)
Divestiture of businesses, net of cash divested		—			—			706			—			706
Intercompany dividend from subsidiary		—			9			—			(9	)		—
Net increase in intercompany loans		—			(1,240	)		—			1,240			—
Decrease (increase) in investment in subsidiaries		52			(5	)		(72	)		25			—
Other		—			(12	)		35			—			23
Net cash provided by (used in) investing activities		52			(1,248	)		25			1,256			85
Net cash provided by discontinued investing activities		—			—			259			—			259
Cash Flows From Financing Activities:
Net repayments of debt		—			(19	)		(18	)		—			(37	)
Proceeds from exercise of share options		—			—			64			—			64
Dividends paid		(224	)		—			—			—			(224	)
Intercompany dividend to parent		—			—			(9	)		9			—
Repurchase of common shares by treasury		(500	)		—			(500	)		—			(1,000	)
Net intercompany loan borrowings		1,059			—			181			(1,240	)		—
Increase in equity from parent		—			—			25			(25	)		—
Transfer from discontinued operations		—			—			251			—			251
Other		19			(3	)		(6	)		—			10
Net cash provided by (used in) financing activities		354			(22	)		(12	)		(1,256	)		(936	)
Net cash used in discontinued financing activities		—			—			(251	)		—			(251	)
Effect of currency translation on cash		—			—			14			—			14
Net increase in cash and cash equivalents		—			—			75			—			75
Decrease in cash and cash equivalents from deconsolidation of variable interest entity		—			—			(10	)		—			(10	)
Cash and cash equivalents at beginning of period		—			—			1,775			—			1,775
Cash and cash equivalents at end of period	$	—		$	—		$	1,840		$	—		$	1,840