Tyco International Finance S.A.

9 Months Ended

Jun. 29, 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 fiscal 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 nine months ended June 29, 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 nine months ended June 24, 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 June 29, 2012

($ in millions)

	Tyco International Ltd.			Tyco International Finance S.A.			Other Subsidiaries			Consolidating Adjustments			Total
Net revenue	$	—		$	—		$	4,460		$	—		$	4,460
Cost of product sales and services		—			—			2,696			—			2,696
Selling, general and administrative expenses		4			1			1,288			—			1,293
Separation costs		2			1			58			—			61
Restructuring, asset impairments and divestiture charges, net		—			—			43			—			43
Operating (loss) income		(6	)		(2	)		375			—			367
Interest income		—			—			6			—			6
Interest expense		—			(57	)		(6	)		—			(63	)
Other income (expense), net		1			—			(6	)		—			(5	)
Equity in net income of subsidiaries		165			257			—			(422	)		—
Intercompany interest and fees		83			41			(124	)		—			—
Income from continuing operations before income taxes		243			239			245			(422	)		305
Income tax (expense) benefit		(1	)		7			(59	)		—			(53	)
Income from continuing operations		242			246			186			(422	)		252
Loss from discontinued operations, net of income taxes		—			—			(10	)		—			(10	)
Net income		242			246			176			(422	)		242
Less: noncontrolling interest in subsidiaries net income		—			—			—			—			—
Net income attributable to Tyco common shareholders	$	242		$	246		$	176		$	(422	)	$	242

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Quarter Ended June 24, 2011

($ in millions)

	Tyco International Ltd.			Tyco International Finance S.A.			Other Subsidiaries			Consolidating Adjustments			Total
Net revenue	$	—		$	—		$	4,292		$	—		$	4,292
Cost of product sales and services		—			—			2,640			—			2,640
Selling, general and administrative expenses		3			2			1,137			—			1,142
Restructuring, asset impairments and divestiture charges, net		—			—			35			—			35
Operating (loss) income		(3	)		(2	)		480			—			475
Interest income		—			—			7			—			7
Interest expense		—			(57	)		(2	)		—			(59	)
Other (expense) income, net		(12	)		—			9			—			(3	)
Equity in net income of subsidiaries		605			342			—			(947	)		—
Intercompany interest and fees		(231	)		76			155			—			—
Income from continuing operations before income taxes		359			359			649			(947	)		420
Income tax expense		—			(4	)		(54	)		—			(58	)
Income from continuing operations		359			355			595			(947	)		362
Loss from discontinued operations, net of income taxes		—			—			(4	)		—			(4	)
Net income		359			355			591			(947	)		358
Less: noncontrolling interest in subsidiaries net income		—			—			(1	)		—			(1	)
Net income attributable to Tyco common shareholders	$	359		$	355		$	592		$	(947	)	$	359

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Nine Months Ended June 29, 2012

($ in millions)

	Tyco International Ltd.			Tyco International Finance S.A.			Other Subsidiaries			Consolidating Adjustments			Total
Net revenue	$	—		$	—		$	13,021		$	—		$	13,021
Cost of product sales and services		—			—			7,915			—			7,915
Selling, general and administrative expenses		11			3			3,511			—			3,525
Separation costs		2			1			156			—			159
Restructuring, asset impairments and divestiture charges, net		1			—			98			—			99
Operating (loss) income		(14	)		(4	)		1,341			—			1,323
Interest income		—			—			19			—			19
Interest expense		—			(173	)		(9	)		—			(182	)
Other expense, net		(3	)		—			(16	)		—			(19	)
Equity in net income of subsidiaries		1,075			801			—			(1,876	)		—
Intercompany interest and fees		(164	)		216			(52	)		—			—
Income from continuing operations before income taxes		894			840			1,283			(1,876	)		1,141
Income tax expense		—			(7	)		(214	)		—			(221	)
Income from continuing operations		894			833			1,069			(1,876	)		920
Income (loss) from discontinued operations, net of income taxes		8			—			(25	)		—			(17	)
Net income		902			833			1,044			(1,876	)		903
Less: noncontrolling interest in subsidiaries net income		—			—			1			—			1
Net income attributable to Tyco common shareholders	$	902		$	833		$	1,043		$	(1,876	)	$	902

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Nine Months Ended June 24, 2011
($ in millions)

	Tyco International Ltd.			Tyco International Finance S.A.			Other Subsidiaries			Consolidating Adjustments			Total
Net revenue	$	—		$	—		$	12,662		$	—		$	12,662
Cost of product sales and services		—			—			7,833			—			7,833
Selling, general and administrative expenses		4			7			3,353			—			3,364
Restructuring, asset impairments and divestiture charges (gains), net		—			—			(153	)		—			(153	)
Operating (loss) income		(4	)		(7	)		1,629			—			1,618
Interest income		—			—			25			—			25
Interest expense		—			(179	)		(5	)		—			(184	)
Other (expense) income, net		(11	)		—			2			—			(9	)
Equity in net income of subsidiaries		2,231			1,232			—			(3,463	)		—
Intercompany interest and fees		(883	)		256			627			—			—
Income from continuing operations before income taxes		1,333			1,302			2,278			(3,463	)		1,450
Income tax expense		—			(19	)		(259	)		—			(278	)
Income from continuing operations		1,333			1,283			2,019			(3,463	)		1,172
Income from discontinued operations, net of income taxes		—			—			161			—			161
Net income		1,333			1,283			2,180			(3,463	)		1,333
Less: noncontrolling interest in subsidiaries net income		—			—			—			—			—
Net income attributable to Tyco common shareholders	$	1,333		$	1,283		$	2,180		$	(3,463	)	$	1,333

CONDENSED CONSOLIDATING BALANCE SHEET

As of June 29, 2012

($ in millions)

	Tyco International Ltd.		Tyco International Finance S.A.		Other Subsidiaries			Consolidating Adjustments			Total
Assets
Current Assets:
Cash and cash equivalents	$	—	$	—	$	1,118		$	—		$	1,118
Accounts receivable, net		—		—		2,475			—			2,475
Inventories		—		—		1,552			—			1,552
Intercompany receivables		1,336		1,866		8,046			(11,248	)		—
Prepaid expenses and other current assets		15		—		1,084			—			1,099
Deferred income taxes		—		—		402			—			402
Total current assets		1,351		1,866		14,677			(11,248	)		6,646
Property, plant and equipment, net		—		—		4,173			—			4,173
Goodwill		—		—		10,029			—			10,029
Intangible assets, net		—		—		3,750			—			3,750
Investment in subsidiaries		34,726		20,976		—			(55,702	)		—
Intercompany loans receivable		1,925		7,663		19,995			(29,583	)		—
Other assets		67		283		2,120			—			2,470
Total Assets	$	38,069	$	30,788	$	54,744		$	(96,533	)	$	27,068
Liabilities and Equity
Current Liabilities:
Loans payable and current maturities of long-term debt	$	—	$	—	$	16		$	—		$	16
Accounts payable		—		—		1,389			—			1,389
Accrued and other current liabilities		166		72		2,006			—			2,244
Deferred revenue		—		—		686			—			686
Intercompany payables		3,524		4,539		3,185			(11,248	)		—
Total current liabilities		3,690		4,611		7,282			(11,248	)		4,335
Long-term debt		—		4,080		69			—			4,149
Intercompany loans payable		19,576		3,098		6,909			(29,583	)		—
Deferred revenue		—		—		1,150			—			1,150
Other liabilities		403		—		2,509			—			2,912
Total Liabilities		23,669		11,789		17,919			(40,831	)		12,546
Redeemable noncontrolling interest		—		—		106			—			106
Tyco Shareholders' Equity:
Common shares		2,792		—		—			—			2,792
Common shares held in treasury		—		—		(1,205	)		—			(1,205	)
Other shareholders' equity		11,608		18,999		37,908			(55,702	)		12,813
Total Tyco Shareholders' Equity		14,400		18,999		36,703			(55,702	)		14,400
Nonredeemable noncontrolling interest		—		—		16			—			16
Total Equity		14,400		18,999		36,719			(55,702	)		14,416
Total Liabilities, Redeemable Noncontrolling Interest and Equity	$	38,069	$	30,788	$	54,744		$	(96,533	)	$	27,068

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 Nine Months Ended June 29, 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	$	(354	)	$	1,363		$	821		$	—		$	1,830
Cash Flows From Investing Activities:
Capital expenditures		—			—			(694	)		—			(694	)
Proceeds from disposal of assets		—			—			9			—			9
Acquisition of businesses, net of cash acquired		—			—			(217	)		—			(217	)
Acquisition of dealer generated customer accounts and bulk account purchases		—			—			(512	)		—			(512	)
Divestiture of businesses, net of cash divested		—			—			(4	)		—			(4	)
Net increase in intercompany loans		—			(1,353	)		—			1,353			—
(Increase) decrease in investment in subsidiaries		(623	)		(10	)		5			628			—
Other		—			—			59			—			59
Net cash used in investing activity		(623	)		(1,363	)		(1,354	)		1,981			(1,359	)
Cash Flows From Financing Activities:
Net repayments of debt		—			—			(4	)		—			(4	)
Proceeds from exercise of share options		—			—			140			—			140
Dividends paid		(346	)		—			—			—			(346	)
Repurchase of common shares by treasury		—			—			(500	)		—			(500	)
Net intercompany loan borrowings		1,323			—			30			(1,353	)		—
Increase in equity from parent		—			—			628			(628	)		—
Other		—			—			(22	)		—			(22	)
Net cash provided by (used in) financing activities		977			—			272			(1,981	)		(732	)
Effect of currency translation on cash		—			—			(11	)		—			(11	)
Net decrease in cash and cash equivalents		—			—			(272	)		—			(272	)
Cash and cash equivalents at beginning of period		—			—			1,390			—			1,390
Cash and cash equivalents at end of period	$	—		$	—		$	1,118		$	—		$	1,118

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended June 24, 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	$	(646	)	$	1,510		$	756		$	—		$	1,620
Net cash used in discontinued operating activities		—			—			(8	)		—			(8	)
Cash Flows From Investing Activities:
Capital expenditures		—			—			(548	)		—			(548	)
Proceeds from disposal of assets		—			—			7			—			7
Acquisition of businesses, net of cash acquired		—			—			(228	)		—			(228	)
Acquisition of dealer generated customer accounts and bulk account purchases		—			—			(451	)		—			(451	)
Divestiture of businesses, net of cash divested		—			—			711			—			711
Intercompany dividend from subsidiary		9			9			—			(18	)		—
Net increase in intercompany loans		—			(1,518	)		—			1,518			—
Decrease (increase) in investment in subsidiaries		46			(5	)		(72	)		31			—
Other		—			(12	)		6			—			(6	)
Net cash provided by (used in) investing activities		55			(1,526	)		(575	)		1,531			(515	)
Net cash provided by discontinued investing activities		—			—			259			—			259
Cash Flows From Financing Activities:
Net borrowings (repayments) of debt		—			21			(19	)		—			2
Proceeds from exercise of share options		—			—			112			—			112
Dividends paid		(342	)		—			—			—			(342	)
Intercompany dividend to parent		—			—			(18	)		18			—
Repurchase of common shares by treasury		(500	)		—			(800	)		—			(1,300	)
Net intercompany loan borrowings		1,414			—			104			(1,518	)		—
Increase in equity from parent		—			—			31			(31	)		—
Transfer from discontinued operations		—			—			251			—			251
Other		19			(5	)		(5	)		—			9
Net cash provided by (used in) financing activities		591			16			(344	)		(1,531	)		(1,268	)
Net cash used in discontinued financing activities		—			—			(251	)		—			(251	)
Effect of currency translation on cash		—			—			27			—			27
Net decrease in cash and cash equivalents		—			—			(136	)		—			(136	)
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	$	—		$	—		$	1,629		$	—		$	1,629