Tyco International Ltd.

The Zurich Centre
Second Floor
90 Pitts Bay Road
Pembroke HM 08
Bermuda
Telephone: (441) 292-8674
Fax: (441) 295-9647
Web site: http://www.tyco.com

Public Company
Incorporated: 1962 as Tyco, Inc.
Employees: 258,000
Sales: $36.8 billion (2003)
Stock Exchanges: New York Bermuda
Ticker Symbol: TYC
NAIC: 322221 Coated & Laminated Packaging Paper & Plastics Film Manuf.; 322291 Sanitary Paper Product Manuf.; 325520 Adhesive Manuf.; 326199 All Other Plastics Product Manuf.; 332911 Industrial Valve Manuf.; 332912 Fluid Power Valve & Hose Fitting Manuf.; 332919 Other Metal Valve & Pipe Fitting Manuf.; 332996 Fabricated Pipe & Pipe Fitting Manuf.; 334290 Other Communications Equipment Manuf.; 334417 Electronic Connector Manuf.; 334418 Printed Circuit Assembly; 334513 Instruments & Related Product Manuf. for Measuring, Displaying, & Controlling Industrial Process Variables; 335929 Communications Wire & Cable; 335931 Current-Carrying Wiring Device Manuf.; 339112 Surgical & Medical Instrument Manuf.; 339113 Surgical Appliance & Supplies Manuf.; 339999 All Other Misc. Manuf.; 421610 Electrical Apparatus & Equipment, Wiring Supplies, & Construction Material Wholesalers; 561621 Security Systems Services (Except Locksmiths)

Tyco International Ltd. is a diversified manufacturing and service company, with five main operating groups. Tyco Fire and Security (generating 31 percent of total revenues) is the world leader in the design, manufacture, installation, monitoring, and service of fire detection, protection, and suppression systems, as well as being the world leader in electronic security services. Tyco Electronics (28 percent of revenues) is one of the world's largest suppliers of electronic components, with a leading position in passive electronic components, and is also one of the world's leading providers of undersea fiber-optic networks and services. Tyco Healthcare (23 percent of revenues) manufactures and distributes a wide variety of medical devices and supplies, including sutures and surgical staplers, needles and syringes, laparoscopic instruments, electrosurgical devices, minimally invasive surgical instruments, and adult incontinence products. Tyco Engineered Products and Services (13 percent of revenues) is the world's leading maker of industrial valves and controls, serving the petroleum, chemical, petrochemical, power generation, water management, pharmaceutical, pulp and paper, food and beverage, commercial construction, and other industries. Tyco Plastics and Adhesives (5 percent of revenues) is the number one producer of plastic trash bags in the United States, is one of the largest extruders of plastic film in the country, and holds world-leading positions in both plastic garment hangers and duct tape. Domiciled in Bermuda for tax purposes, Tyco International maintains its operational headquarters in West Windsor, New Jersey.

Tyco grew tremendously in the 1990s and early 2000s, with revenues increasing from $3.07 billion in 1992 to $34.04 billion in 2001; an aggressive program of acquisition during this period saw the company spend an estimated $62 billion to purchase more than 1,000 companies. But the engineer of this ascent, L. Dennis Kozlowski, resigned in June 2002 under a cloud, and he and Mark H. Swartz (former Tyco CFO) later faced criminal charges for allegedly stealing $600 million from the company and its shareholders. Tyco subsequently struggled to rid itself of the taint of scandal with which it became associated, leaving it lumped in with such firms as Enron Corporation and WorldCom, Inc. as the prime symbols of the excesses and greed of the 1990s bubble economy.

Beginnings in 1962 in High Tech

In 1960, with a science Ph.D. from Harvard, Arthur J. Rosenburg opened a research laboratory in Waltham, Massachusetts, and did experimental work for the government. Two years later Rosenburg incorporated Tyco, Inc. and branched into the commercial sector. He assembled a team of top researchers and Tyco developed high-tech products for the marketplace.

Tyco's early technological breakthroughs included a silicon carbide laser. This laser was the first blue-light laser and the first to fire a nonstop beam, all at room temperature. Other successful research projects led to the marketing of the Dynalux battery charger, a device that would never overcharge a battery. It had many industrial applications. Other advances came in fluid controls, microcircuitry, and fuel cell catalysts. In 1964 Tyco went public.

Rosenburg established an ambitious growth schedule for his company. To fill the gaps in its development and distribution network, Tyco began to acquire other companies. In 1965—the same year that the company changed its name to Tyco Laboratories, Inc.—Tyco began a spree of acquisitions that drastically changed the makeup of the company. In 1966 the company bought Industrionics Control, Inc., adding to other recent purchases of Mule Battery Manufacturing Company and Custom Metal Products, Inc. The next year, Tyco acquired the North American Printed Circuit Corporation, General Nucleonics Corporation, and Bytrex, Inc. In 1968 Electralab Electronics Corporation; Air Spec, Inc.; Explosive Fabricators Corporation; Dynaco Inc.; Coating Products, Inc.; and Digital Devices, Inc. were acquired. Accurate Forming Company, CBM Realty Corporation, Linear Corporation, Micro-Power Corporation, and Custom Products Inc. were added to the group in 1969. Tyco's sales increased from less than $1 million in 1963 to more than $41 million for all of its companies by 1969.

This dazzling growth, however, did not occur without complications. By the end of the 1960s, Tyco Laboratories needed a major reorganization to put its new units in order. The price of company stock had dropped dramatically from its peak in the mid-1960s, as Wall Street became disillusioned with high-tech companies. Tyco divested a number of unprofitable units in 1969, and assessed its corporate direction.

In 1970 the Tyco board quietly eased out founder Rosenburg, replacing him temporarily with Joshua M. Berman, a partner in the law firm Goodwin, Proctor, and Hoar, and a director of Tyco Laboratories. In September 1971 Ralph W. Detra took over as president, while Berman remained chairman and CEO. Detra resigned one year later, and Tyco was without a president until April 1973, when the Tyco board appointed Joseph P. Gaziano chairman, president, and CEO.

Acquisitions of Simplex and Grinnell in the Mid-1970s

Gaziano, a graduate of the Massachusetts Institute of Technology, had held a number of positions at the Raytheon Company before leaving in 1967 to run Prelude Corporation, a lobster-fishing concern. Gaziano launched a new era for Tyco Laboratories. During his tenure the company became much larger and more diverse, making acquisitions on a much grander scale than earlier. In January 1974 the stock of Tyco Laboratories was listed on the New York Stock Exchange, and four months later Gaziano completed Tyco's most ambitious acquisition thus far, the $22 million cash purchase of the Simplex Wire and Cable Company, a firm specializing in undersea cable. While Simplex competed with such manufacturing giants as Western Union and Anaconda Wire and Cable in the conventional wire and cable markets, it had a lead in the underwater cable market. This specialization was one of the factors that made it attractive to Tyco Laboratories.

In September 1975 Tyco purchased the Grinnell subsidiary of International Telephone and Telegraph (ITT). Grinnell was the market leader in automatic sprinklers. ITT had been ordered by federal courts to divest the fire-protection-equipment and piping manufacturer on antitrust grounds. Tyco President Gaziano took the opportunity to purchase a well-established company at a reasonable price. Tyco paid $14 million and agreed to pay ITT 40 percent of Grinnell's net earnings for the next ten years, with a minimum payment of $28.5 million. At the time of the acquisition, Tyco's total sales were $58 million, overshadowed by its new subsidiary, Grinnell, whose turnover was $107 million.

Failure to Acquire Leeds & Northrup in the Late 1970s

Tyco began its third major acquisition in November 1976 when it bought 13 percent of the Philadelphia-based process-control designer and manufacturer Leeds & Northrup Company. Through a press release Tyco announced its intention to buy more of Leeds & Northrup's stock. Leeds & Northrup filed suit in federal court, claiming that Tyco's press release was in effect an illegal tender offer and that Tyco had not filed the necessary documents with the Securities and Exchange Commission (SEC). Tyco agreed to halt its purchase of the stock temporarily, but over the next two years President and CEO Gaziano waged one of the most convoluted hostile takeover battles in corporate history.

Tyco's agreement to stop buying Leeds & Northrup stock was dependent on the latter company's continued independence. Leeds & Northrup President David Kimball began issuing new shares, and arranged for the Milwaukee-based Cutler-Hammer Inc. to buy 9 percent of Leeds & Northrup stock as a hedge against further encroachment from Tyco. Gaziano protested, but could do little; Tyco was prevented by a court-approved agreement from gaining more than 19 percent of Leeds & Northrup until March 1978. In January 1978, Tyco gave up its attempt to acquire Leeds & Northrup, and sold its 19 percent interest to Cutler-Hammer for a $9.2 million profit.

Company Perspectives:

Our mission: to increase the value of our company and our global portfolio of diversified brands by exceeding customers' expectations and achieving market leadership and operating excellence in every segment of our company.

Two months later Tyco bought 8.5 percent of Cutler-Hammer Inc., which now controlled 33.5 percent of Leeds & Northrup. By June, Tyco had 28.4 percent of the Cutler-Hammer shares. Gaziano then raised $25 million through debentures in the Eurodollar market, and increased Tyco's holding in Cutler-Hammer to 32 percent. Meanwhile, Koppers Inc., a chemical and engineering firm, accumulated 21 percent of the stock, erecting a formidable roadblock to Tyco's gaining a majority interest in Cutler-Hammer.

Joseph Gaziano responded by selling Tyco's 32 percent holding in Cutler-Hammer at a profit to the Eaton Corporation, a heavy equipment manufacturer that planned to merge with Cutler-Hammer, stipulating that Eaton would spin off the Leeds & Northrup shares to Tyco.

Eaton quickly made a tender offer of $261 million for the remaining Cutler-Hammer shares, a bid its board could not refuse, but at the last minute Cutler-Hammer sold the coveted 33.5 percent holding in Leeds & Northrup to General Signal Corporation. General Signal immediately announced its plan to merge with Leeds & Northrup. After a 20-month effort Gaziano failed to acquire Leeds & Northrup. "It just wasn't meant to be," he told Forbes magazine in 1978. Nevertheless, Tyco netted $12.9 million from the transactions.

Entering Packaging Through 1979 Purchase of Armin and 1981 Purchase of Ludlow

Gaziano continued to pursue his goal of making Tyco a $1 billion company by 1985. In September 1979 Tyco bought the Armin Corporation for $27 million. Armin was a leader in the production of polyethylene films, products used primarily in packaging.

Armin Corporation proved a profitable acquisition for Tyco Laboratories, and Gaziano increased the company's share of the lucrative packaging market through the 1981 acquisition of the Ludlow Corporation, a manufacturer of packaging and other materials, for $97 million. When Tyco purchased Ludlow, the latter needed some streamlining. The company sold unprofitable units producing furniture, jute backing, textiles, and bags. Its specialty paper units enjoyed strong markets in medical applications and other technologically advancing fields.

Increasing Efficiency Under Fort in the 1980s

In 1982 Gaziano died suddenly at the age of 47. During his decade at the helm, Tyco Laboratories' sales increased from $34 million to more than $500 million. The company entered a new period under the leadership of John F. Fort. Fort had risen through the ranks of the Simplex Wire and Cable Company, and was president of that firm at the time of the Tyco takeover. His style differed markedly from Gaziano's.

Key Dates:

1960:: Arthur J. Rosenburg opens a research laboratory in Waltham, Massachusetts, doing experimental work for the government.
1962:: Rosenburg incorporates Tyco, Inc. and changes the focus to high-tech products for the commercial sector.
1964:: The company goes public.
1965:: Mule Battery Manufacturing Company is the firm's first acquisition; the company changes its name to Tyco Laboratories, Inc.
1970:: Rosenburg is eased out by the board of directors.
1973:: Joseph P. Gaziano is appointed chairman and CEO.
1974:: Tyco stock is listed on the New York Stock Exchange; Simplex Wire and Cable Company is acquired.
1975:: The Grinnell subsidiary of International Telephone and Telegraph (ITT) is acquired.
1979:: Tyco acquires Armin Corporation.
1981:: Ludlow Corporation is acquired.
1982:: Gaziano dies suddenly; John F. Fort succeeds him; the new leader soon divests peripheral units and reorganizes the remaining operations into three divisions: fire protection and plumbing, electronics, and packaging.
1986:: Grinnell Flow Control is purchased from ITT.
1987:: The acquisition of Allied Pipe & Tube Corporation is completed.
1988:: Tyco purchases Mueller Company.
1990:: Australia-based Wormald International Limited is acquired.
1992:: L. Dennis Kozlowski succeeds Fort as CEO.
1993:: The company changes its name to Tyco International Ltd.
1994:: Kendall International is acquired.
1997:: Tyco acquires the undersea cable-laying and maintenance operations of AT&T Corp., Keystone International Inc., and Bermuda-based ADT Limited; Tyco merges into the latter, becoming a Bermuda-domiciled firm.
1998:: Acquisitions include American Home Products' Sherwood-Davis & Geck division and United States Surgical Corporation.
1999:: AMP Incorporated is acquired for $11.3 billion; Raychem Corporation is also acquired.
2000:: Tyco acquires the global electronics connectors business of Thomas & Betts Corporation, Lucent Technologies Inc.'s power-systems division, and Mallinckrodt Inc.
2001:: CIT Group, Inc. is acquired for $9.5 billion.
2002:: Tyco announces plans to split into four separate publicly traded companies but soon reverses course, splitting off only CIT Group through a public offering; Kozlowski resigns under a cloud of suspicion; Edward D. Breen is brought in from outside as the new chairman and CEO; Tyco reports a net loss of $9.41 billion; New York prosecutors indict Kozlowski and Mark H. Swartz (former Tyco CFO) on numerous counts of grand larceny, securities fraud, and enterprise corruption.
2003:: Restructuring is launched that involves the divestiture of more than 50 noncore businesses, the elimination of about 7,200 jobs, and the closure of 219 facilities worldwide.
2004:: The trial of Kozlowski and Swartz ends in a mistrial.

Fort disposed of Tyco's corporate jets and apartments, and trimmed the corporate staff to 35. Reining in the somewhat unwieldy conglomeration of businesses his predecessor had brought together, he divested such peripheral units as lawn furniture and latex. Fort organized Tyco's remaining subsidiaries into three main units: the fire protection and plumbing division, which consisted of Grinnell Corporation; the electronics division, made up of Simplex Wire and Cable and the Tyco Printed Circuits Group; and the packaging division, made up of Armin and Ludlow. Concentrating on making Tyco's existing businesses more profitable, Fort instituted a compensation program under which employees were rewarded in proportion to the profits their units generated.

Tyco made smaller acquisitions in the mid-1980s, including Micro-Circuit, Inc.; Hersey Products, Inc.; a water meter manufacturer, Atcor, Inc.; a pipe manufacturer; and 48 ITT production and distribution facilities worth $220 million. Following any such acquisition, Fort was ruthless about making the purchased firm more profitable, searching for ways to eliminate excess overhead and cut out unnecessary fat.

In 1987 Tyco's sales passed the $1 billion mark. Tyco paid $350 million in 1988 for the Mueller Company, a 132-year-old water and gas pipe manufacturer. The acquisition made Tyco a strong player in the area of flow control products, and this area soon became the company's fourth main unit, with the fire protection and plumbing division changed to a focus only on fire protection and the plumbing operations being subsumed into the new flow control division. This acquisition also built upon the 1986 purchase of Grinnell Flow Control from ITT. Sandwiched between these acquisitions was another important flow control buy, that of Allied Pipe & Tube Corporation, which was consummated in 1987. Another important deal came in 1990 when Tyco significantly bolstered its fire protection division through the purchase of Australia-based Wormald International Limited for $642.5 million in cash, stock, and a warrant. Wormald's marketing presence encompassed Australia, New Zealand, Asia, and Europe, heightening Tyco's international sales.

Escalating Pace of Acquisition Under Kozlowski in the Mid- to Late 1990s

The early 1990s were a difficult period for Tyco thanks to the recession. Earnings were down despite the focus on cost containment, and the 1993 fiscal year saw the company post net income of a mere $1 million. Amidst these doldrums, the company leadership shifted in mid-1992 from Fort to L. Dennis Kozlowski, who had been with Tyco since the mid-1970s.

Kozlowski retained Fort's penchant for cost control but he slowly began to take a more aggressive approach to acquisitions—without ever pursuing a hostile bid and with two tough additional rules: an acquisition had to be immediately accretive to earnings and twice as accretive as a stock buyback. The new leader also worked to build up Tyco's operations outside the area of fire and security services, its largest sector but one subject to the ups and downs of the U.S. construction market. At the same time, acquisition targets had to be complementary to an existing Tyco operation, however subtle that synergy might be. With this approach—and through spending $28 billion to acquire 110 companies from 1992 through 1998—Kozlowski was able to transform Tyco into a $12 billion-plus revenue giant with market leading positions in four areas: disposable and specialty products, fire and security services, flow control products, and electrical and electronic components. In reflection of an increased emphasis on the international market, the company changed its name to Tyco International Ltd. in 1993.

The first major acquisition of the Kozlowski era came in 1994 when Tyco paid $1.4 billion for Kendall International, a maker of disposable medical products with annual sales of $800 million. It was this purchase that transformed the packaging division into the disposable and specialty products division. This division was further bolstered in 1996 with the addition of five more companies, including Professional Medical Products, Inc., another disposable medical products maker, and Carlisle Plastics, a maker of plastic film and plastic garment hangers. Also in 1996 Tyco added Thorn Security Group, a U.K. fire alarm and security system company.

In January 1997 Tyco abandoned a $4 billion bid to take over American Standard, a maker of air conditioners and bathroom fixtures. American Standard would have fit in well with Tyco's flow control division, but Tyco, keeping to its no-hostile-bids policy, walked away after the target's board rejected the offer. Undeterred, Tyco completed four major acquisitions over the remainder of 1997, adding one company to each of its divisions. Acquired in the area of disposable and specialty products was INBRAND, bought for $320 million, and a maker of disposable personal products such as adult incontinence products, feminine hygiene products, and baby diapers. By spending $850 million, Tyco secured the undersea cable-laying and maintenance operations of AT&T Corp. As part of the electrical and electronic components division, the AT&T unit was combined with Simplex to form Tyco Submarine Systems Ltd. In flow control, Tyco acquired Keystone International Inc. for $1.2 billion in stock. Houston-based Keystone was a world leader in the manufacture of valves, pipes, and other equipment used in the chemical, power, food/beverage, and petroleum industries. Tyco's largest acquisition to date was consummated in July 1997, when the company merged with ADT Limited, a Bermuda-based home security company, in a $5.4 billion transaction—a white knight deal that fended off a hostile takeover bid from Western Resources Inc. In this complicated transaction, a wholly owned subsidiary of ADT merged with Tyco International Ltd.; ADT thereupon changed its name to Tyco International Ltd.; and the wholly owned subsidiary that had merged with the former Tyco was renamed Tyco International (US), Inc. and became the U.S. headquarters for the new Tyco, which was now domiciled in Bermuda for tax reasons. Tyco also added stock listings on the London and Bermuda exchanges to its NYSE listing. In addition to the number one electronic security service in North America and the United Kingdom, the ADT merger also brought Tyco, through ADT Automotive, the new area of vehicle auction services; this peripheral unit, which was small relative to other Tyco activities, was placed within the disposable and specialty products division.

In February 1998 Kozlowski turned down an offer to become president and eventual CEO of Raytheon Company. In April of that year Kozlowski told the Financial Times that he aimed to increase Tyco's non-North American revenue from 40 to 60 percent of the total within three years. Meantime, the Tyco executive did not slow down his company's pace of acquisition. In March 1998 Tyco closed on a $1.8 billion purchase of the Sherwood-Davis & Geck division of American Home Products. Sherwood-Davis was a leading maker of disposable medical products, including surgical sutures, catheters, and feeding tubes, and had annual revenues of about $1 billion. Three months later Tyco snapped up the Wells Fargo Alarm unit of Borg-Warner Corporation for $425 million. In October 1998 the company acquired United States Surgical Corporation (USSC) for about $3.17 billion in stock. USSC's complementary product line included disposable medical sutures, staples, and surgical items for minimally invasive operations. Yet another maker of disposable medical products was added in November 1998 when Tyco paid $460 million in cash for Graphic Controls Corporation. This spate of medical deals led Tyco to change the name of its disposable and specialty products division to healthcare and specialty products.

Tyco expanded its electronic security unit through the early 1999 purchases of Alarmguard Holdings, Inc. and Entergy Security Corporation, the latter paid for with $237 million in cash. In April of that year came Tyco's largest acquisition to date, that of AMP Incorporated, the world's leading manufacturer of electrical, electronic, fiber-optic, and wireless connection devices and interconnective systems. This was another white knight maneuver for Tyco, in that the $11.3 billion stock swap fended off AlliedSignal Inc.'s hostile bid to take over AMP. In August 1999 Tyco acquired Raychem Corporation for nearly $3 billion in cash and stock, plus the assumption of $400 million in debt. Raychem, maker of electric and electronic components used in appliances, telecommunications, motor vehicles, and the aerospace industry, was seen as a good follow-on to the AMP deal. The AMP and other acquisitions helped to nearly double Tyco's revenues, which increased from $12.31 billion in 1998 to $22.5 billion in 1999. During 1999, in keeping with an increased focus on businesses with strong recurring sales streams and low cyclicality, Tyco divested the Mueller Company and portions of Grinnell Supply Sales and Manufacturing.

Peak of Acquisitions Activity, Then Precipitous Fall, in the Early 2000s

Analysts had occasionally expressed concerns about the way in which Tyco was accounting for its myriad acquisitions. The Securities and Exchange Commission (SEC) launched an inquiry into the matter in 1999 but did not take any action. The deals, meantime, continued in 2000 with two major takeovers involving the electronics division. In July the global electronics connectors business of Thomas & Betts Corporation was acquired for $750 million. In December, Tyco bought Lucent Technologies Inc.'s power-systems division for $2.5 billion. The acquired unit, which generated $1.6 billion in annual revenues, specialized in providing power supplies and backup power systems to telecommunications companies and operators and data networks. Also acquired in October 2000 was Mallinckrodt Inc. in a deal that expanded the healthcare division. Mallinckrodt, a firm with annual sales of about $2.6 billion, produced such medical products as ventilators and other respiratory care equipment, blood-analysis products, and analgesics, including opium-based narcotics, synthetic narcotics, and peptides used in various pharmaceuticals. Tyco sold its ADT Automotive vehicle auction business to Cox Enterprises, Inc. for $1 billion in October 2000.

The fiscal year ending in September 2001 evolved into Tyco's most acquisitive year yet. The company reported laying out $19.55 billion on acquisitions for the year, including not only the aforementioned Lucent power-systems division and Mallinckrodt but also Simplex Time Recorder Co., CIT Group, Inc., and the electronic security systems operations of Cambridge Protection Industries, L.L.C. The fire and security services division was enlarged through the January 2001 purchase of Simplex for $1.15 billion. Simplex, producer of fire and security products and systems, had annual revenues of $870 million. The $9.5 billion purchase of CIT Group, completed in June 2001, surprised many given that it fell outside of Tyco's core industrial area of focus: with $50 billion in assets, CIT was the largest independent commercial-finance company in the United States. But Kozlowski, who told Business Week in May 2001, "Hopefully, we can become the next General Electric," evidently envisioned CIT becoming Tyco's financial arm, similar to the role played by GE Capital Corporation at General Electric Company. Tyco wrapped up fiscal 2001 with the $1 billion Cambridge Protection deal, completed in July 2001, which gave Tyco the SecurityLink line of electronic security systems. For the fiscal year, Tyco reported net income of $3.97 billion on total revenues of $36.39 billion.

In November 2001 Tyco spent about $2.2 billion for Sensormatic Electronics Corp., thereby giving the fire and security services division entrée into the market for theft-detection and video-surveillance equipment for retailers. Then in January 2002 Tyco spent about $650 million for Paragon Trade Brands, Inc., providing the healthcare division with a worldwide supplier of disposable diapers and other absorbent personal-care products. Meantime, a deal to acquire medical products supplier C.R. Bard Inc. for $3.1 billion, announced in May 2001, fell apart in early 2002. This turn of events coincided with an abrupt strategy reversal for Kozlowski, whose dealmaking had earned him the nickname "Deal-a-Day Dennis." The dizzying string of acquisitions that had created a huge if unwieldy conglomerate ended with astonishing speed, and events at Tyco overtook even the seemingly unflappable Kozlowski.

The backdrop for Tyco's—and Kozlowski's—precipitous fall was the wave of corporate scandals that followed the end of the bubble economy of the 1990s. In particular, the collapse of Enron Corporation in 2001 produced a great deal of skepticism among investors regarding any company with a complex accounting structure—something that Tyco certainly had thanks to its torrid acquisitions pace. The previous concerns about the company's accounting practices resurfaced and multiplied, and investors reacted by pummeling the stock. Late in January 2002, Kozlowski put acquisitions on hold and announced a radical plan to boost shareholder value by splitting the firm into four separate publicly traded companies—concentrating on security and electronics, fire protection and flow control, healthcare, and financial services—and selling off the plastics business. But Wall Street reacted extremely coolly to this plan, and just three months later, Kozlowski shifted course again, vowing to keep the company together, retain the plastics division, and sell off only CIT Group through an initial public offering (IPO). By May Tyco's stock was trading at less than $20 per share, down 66 percent since the beginning of the year; the firm's market capitalization, which in December 2001 had been higher than that of General Motors Corporation, Ford Motor Company, and DaimlerChrysler AG combined, had plummeted by about $80 billion.

It was ironic, then, that when Kozlowski resigned in June 2002 the reason given for the action was not related to his management of Tyco but rather concerned a personal matter: he had become the subject of a criminal probe into his possible evasion of New York sales tax on the purchase of expensive artwork. Just one day after his resignation, Kozlowski was indicted on charges of conspiring to evade $1 million in sales tax. Tyco named Kozlowski's predecessor, Fort, as interim CEO before bringing Edward D. Breen onboard in late July as its new chairman and CEO. Breen had been president and chief operating officer at Motorola, Inc. Also in July, Tyco completed the CIT Group IPO, raising $4.6 billion—less than half of what it had paid for the company. For the fiscal year ending in September 2002, Tyco recorded a net loss of $6.28 billion related to CIT. Coupled with a host of other charges and expenses, the company suffered an overall net loss for the year of $9.41 billion.

Breen quickly cleaned house at Tyco, overhauling the entire top management team over the course of his first several months in office and replacing two of the firm's five division presidents (the plastics and adhesives division was created in January 2003). He also engineered a complete turnover of the company board, even ousting Fort. Kozlowski's chief financial officer, Mark H. Swartz, was cashiered in August 2002 and replaced by David J. FitzPatrick, who had been CFO at United Technologies Corporation. In September 2002 New York prosecutors indicted Kozlowski and Swartz on numerous counts of grand larceny, securities fraud, and enterprise corruption, accusing them of stealing more than $170 million from the company and pocketing $430 million from illegal stock sales. The case went to trial one year later and lasted six months. In March 2004 the judge threw out the enterprise corruption charge, but the remaining counts went to the jury. After several weeks of jury deliberation, however, the judge was forced to declare a mistrial, citing outside pressure that had been brought to bear on one of the jurors. The jury was apparently on the verge of returning guilty verdicts on several felony counts when the mistrial was declared. Prosecutors promised to retry the case.

Meanwhile, Breen was busy with his turnaround effort. One of his key moves was to transform the corporate culture, tightening the accounting procedures and replacing the company's opulent U.S. operational headquarters in New York City with much more modest digs in an office park in West Windsor, New Jersey. Thorough internal reviews of the accounting for the previous several years revealed some aggressive accounting tactics and resulted in the restatement of more than $2 billion in earnings but did not uncover any instances of outright fraud. Breen also had to contend with the staggering $26 billion debt load the company was burdened with thanks to Kozlowski's hyper-acquisitiveness. Through efficiency initiatives and the freeing up of cash, Breen was able to trim the total to $18.5 billion by early 2004, and he improved cash flow by refinancing this remainder. In November 2003 Tyco announced a wider restructuring program involving the shedding of more than 50 low-margin, noncore businesses, including the money-losing Tycom undersea optical-fiber network. About 7,200 jobs would be slashed from the payroll as a result, and 219 facilities worldwide would be closed. Through this and other streamlining initiatives, Breen aimed to achieve $3 billion in savings by 2006. In December 2003 Tyco canceled the listing of its shares in London because of low trading volume on that exchange, retaining the listings on the New York and Bermuda exchanges.

By March 2004, Tyco's stock had recovered somewhat, trading at around $28 per share, a huge improvement over the less than $8 per share nadir of July 2002 but still less than half of the $63 peak of mid-2001. Breen had earned kudos from the press for turning around the company's image and for instituting a wide-ranging corporate governance program. Still, a serious hangover remained from the Kozlowski era. The debt load—though smaller—remained huge, the firm's credit ratings were poor, and more than two dozen shareholders suits were pending against Tyco. The company also faced an Internal Revenue Service audit for the years 1997 to 2000 and an SEC investigation into accounting irregularities. The pending retrial of Kozlowski and Swartz loomed as well, promising another dredging up of Tyco's infamous past, and Tyco itself had civil suits pending against Kozlowski and Swartz, as well as other former executives, in attempts to recover some of the money allegedly looted from the firm. It seemed likely that Breen and Tyco's new management team faced several more years of work dealing with the mess left behind by the once-revered Kozlowski and company.

Principal Operating Units

TYCO FIRE AND SECURITY SERVICES: ADT Limited; Ansul; Scott; Sensormatic Electronics Corporation; SimplexGrinnell; Total Walther; Wormald International Limited. TYCO ELECTRONICS: AMP Incorporated; Elo Touch-Systems; M/A-COM; Potter & Brumfield; Raychem Corporation. TYCO HEALTHCARE: Auto Suture; Kendall International; Mallinckrodt Inc.; Nellcor; Puritan Bennett; United States Surgical Corporation; Valleylab. TYCO ENGINEERED PRODUCTS AND SERVICES: Allied Pipe & Tube Corporation; Earth Tech; Grinnell Corporation; Keystone International Inc.; Tracer. TYCO PLASTICS AND ADHESIVES: A&E Products; Ludlow Coated Products; Tyco Adhesives; Tyco Plastics.

Principal Competitors

Molex Incorporated; 3M Company; Ingersoll-Rand Company Limited; Kidde PLC; Cooper Industries, Ltd.; ITT Industries, Inc.; Chubb plc; Johnson & Johnson; Becton, Dickinson and Company; Flowserve Corporation; Murata Manufacturing Co., Ltd.; Kyocera Corporation; C.R. Bard, Inc.

Tyco International Ltd

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