 | |
 Tyco International's former operational headquarters inPrinceton, New Jersey. | |
| Company type | Public |
|---|---|
| NYSE: TYC | |
| Industry | Security |
| Founded | 1960; 66 years ago (1960) |
| Founder | Arthur J. Rosenberg |
| Defunct | September 6, 2016 (2016-09-06) |
| Fate | Merged withJohnson Controls (as of September 9, 2016) |
| Successor | Johnson Controls International plc |
| Headquarters | Incorporation:Cork,Ireland Operational/Corporate:Princeton, New Jersey, United States (prior to merger with Johnson Controls) |
Key people | George R. Oliver (CEO) Edward D. Breen (Chairman) |
| Products | Security Solutions, Fire Protection |
| Revenue |  US$17.36 billion (2011)[1] |
| US$2,119 million (2011)[1] | |
| US$1,733 million (2011)[1] | |
Number of employees | 69,000 (2011)[1] |
| Website | www.tyco.com[1] |
Tyco International was asecurity systems company incorporated inIreland,[2] with operational headquarters inPrinceton, New Jersey, United States (Tyco International (US) Inc.). Tyco International was composed of two major business segments: security solutions and fire protection.
On January 25, 2016,Johnson Controls announced it would merge with Tyco, and all businesses of Tyco and Johnson Controls would be combined under Tyco International plc, to be renamed asJohnson Controls International plc.[3] The merger was completed on September 9, 2016.[4]
Founded by Arthur J. Rosenberg in 1960, Tyco, Inc. was formed as an investment and holding company with two segments: TycoSemiconductors and The Materials Research Laboratory. In the first two years of operation, the company focused primarily on governmental research and military experiments in the private sector.[5]
In 1962, the business was incorporated inMassachusetts and refocused on high-techmaterials science and energy conservation products. Two years later in 1964, the company went public and began to fill gaps in its development and distribution network by acquiring Mule Battery Products, the first of Tyco's 16 acquisitions in the next four years.[5]
In the 1970s, Tyco boomed, beginning the decade with consolidated sales and stockholder equity reaching $34 million and $15 million, respectively.[5]
In 1974, Tyco was listed on the New York Stock Exchange (NYSE).[5]
By the end of the decade, Tyco had a larger and more diverse corporation with sales topping $500 million and a net worth of nearly $140 million. Tyco's success was largely attributed to ambitious acquisitions of Simplex Technology, Grinnell Fire Protection Systems, Armin Plastics and the Ludlow Corporation.[5]
Following aggressiveacquisition period through the 1970s, Tyco management focused the early 1980s on organizing its newly acquiredsubsidiaries. Tyco divided the company into three business segments, Fire Protection, Electronics, and Packaging, and implemented strategies to achieve significant market share in each of Tyco's product lines.[5]
Once organized, Tyco returned to the strategy of growth by acquisition in the later part of the decade acquiringGrinnell Corporation, Allied Tube and Conduit, and the Mueller Company. Tyco then again reorganized its subsidiaries into four segments: Electrical and Electronic Components, Healthcare and Specialty Products, Fire and Security Services and Flow Control. This reorganization remained in place until 2007 when current CEO Ed Breen spun off the Electrical and Healthcare segments to create three publicly independent companies.[5]
In 1992,Dennis Kozlowski became CEO of Tyco International, and, for the next several years, the company again adopted an aggressive acquisition strategy, eventually acquiring (by some accounts) over 3,000 other companies between 1991 and 2001.[citation needed]
Major acquisitions in the 1990s included:Wormald International Limited, Neotecha, Hindle/Winn, Classic Medical, Uni-Patch, Promeon, Preferred Pipe, Kendall International Co., Tectron Tube, Unistrut, Earth Technology Corporation, Professional Medical Products, Inc., Thorn Security, Carlisle, Watts Waterworks Businesses, Sempell, ElectroStar, American Pipe & Tube, Submarine Systems Inc., Keystone, INBRAND, Sherwood Davis & Geck, United States Surgical, Wells Fargo Alarm, AMP,Raychem, Glynwed, Temasa and Central Sprinkler designs.[5]
To reflect Tyco's global presence following the abundant acquisitions, the company's name was changed from Tyco Laboratories, Inc. to Tyco International Ltd. in 1993. In addition, Tyco launched The Pipeline, an internal employee newsletter; the title was later changed to Tyco World. Its final issue was published in April–May 2006.
In 1996, Tyco was added to the Standard & Poor'sS&P 500 Composite Index, which consists of the 500 publicly traded companies in theUnited States with the largestmarket capitalization.[6]
In 1997, Tyco acquiredAT&TSubmarine Systems, gaining research and development and fleet assets, along with the manufacturing capability to produce repeaters and transmission equipment.[7] These additional capabilities, combined with cable manufacturing at Tyco Integrated Cables Systems inNewington, New Hampshire, establishedTyco Telecommunications as the world's firstvertically integrated globaloptical network supplier, capable of developing the technology and manufacturing the components, to designing, building and maintaining systems.
In July 1997, Tyco merged byreverse takeover with a smaller publicly traded security services company named ADT Limited, controlled byMichael Ashcroft. As part of the deal, Tyco International Ltd. of Massachusetts became a wholly owned subsidiary of ADT Limited, and simultaneously ADT changed its name to Tyco International Ltd., retaining the former Tyco stock symbol, TYC. The merger moved Tyco'sincorporation toBermuda, a tax haven, where it was headquartered in the colonial capital of Hamilton. A newsubsidiary named ADT Security Systems was also formed out of the merger, and later changed its name toADT Security Services.[8][9]
In 1999, Tyco acquired twoS&P 500 companies in a buyout. They acquired the electronics connector manufacturer AMP Inc., for $12.22 billion and a materials science company, Raychem Corp., for $1.4 billion.[10][11]
Tyco's aggressive acquisition strategy continued into the early 2000s, with the purchases of General Surgical Innovations, Siemens Electromechanical Components, AFC Cable and Praegitzer. The additions gave Tyco an ending fiscal 2000 year revenue exceeding $28 billion, nearly $2 billion coming from the sale by a subsidiary of its common shares.[5]
In the fiscal 2000 year, Tyco acquired Mallinckrodt Inc, a subsidiary of United States Surgical Corporation and Simplex Time Recorder Company which it merged in January 2002 with Grinnell Fire Protection to form an indirect wholly owned subsidiary,SimplexGrinnell LP, the world's largest fire protection company. For the year ended September 2000, the company's book value exceeded $141 billion. However, the company more than doubled its long-term debt, by over $80 billion.[12] "Mallinckrodt US LLC, is completely separate from Mallinckrodt Pharmaceuticals. Mallinckrodt US LLC is a subsidiary of United States Surgical Corporation, and an affiliate ofMedtronic plc, the ultimate parent company of both entities".[13]
In October 2001, the Engineered Products and Services segment acquired Century Tube Corp, and followed it by buying Water & Power Technologies in November 2001. The following November, theTyco Electronics segment acquired Transpower Technologies. The next month, the Plastics and Adhesives segment acquired LINQ Industrial Fabrics, Inc.[5]
With complexity growing within Tyco'ssubsidiaries, in January 2002, Tyco announced a plan to split the business into four separate companies. However, this plan was abandoned after a downgrade in its credit rating and a significant drop in its stock price.
Later that month, Tyco's acquisitions continued throughout all of its segments: the Electronics segment acquired Communications Instruments, Inc. The Healthcare segment bought Paragon Trade Brands, a manufacturer of private label diapers for retailers such as Walmart, Kmart, Albertsons, CVS. The Engineered Products and Services segment acquired Clean Air Systems. And the Fire and Security segment of Tyco acquired SBC/Smith Alarm Systems, DSC Group, and Sensormatic Electronics Corp.[5]
For all the acquisitions Tyco made in 2002, the company also incurred extensive losses. During the first quarter of 2002, following the recession of the previous year, the electronics segment recorded a charge of over $2 billion, related to massive overcapacity of fiber-optic cable, which in turn affected the in-process buildout of Tyco's global undersea fiber-optic network, known as Tyco Global Network (TGN). TGN generated a loss for fiscal 2002 of over $3 billion, with a restructuring charge of over $500 million. Construction of TGN was eventually completed in 2003.[14]
The electronics segment also recorded over $1 billion in restructuring charges in 2002 from inventory write-down and facility closures. In addition, 2002 struck Tyco with twogoodwill impairments, the first for over $500 million in the second quarter, due to their fiber-cable overcapacity issue and other corporate problems. The second, costing the electronics segment $250 million related to sales issues in Power Systems, Electrical Contracting Services, and the Printed Circuit Group. To make Tyco's financial matters worse, the company lost over a quarter of $1 billion in investment during 2002 in FLAG Telecom Holdings Ltd.[14]
In an effort to cut losses, on July 8, 2002, Tyco divested its Tyco Capital business through aninitial public offering, with the sale of 100% of the common shares inCIT Group. It recorded the CIT divestment as discontinued operations for 2002, taking a $6 billion loss, and as an almost $7 billion impairment charge. That month, theTyco Healthcare segment also divested Surgical Dynamics, Inc.[5]
For the year ended September 2002, Tyco revenue rose to nearly $35 billion. However, it suffered more than a $9 billion loss that year, which included the asset impairment write-down of TGN by over $3 billion, losses of nearly $2 billion for the two restructuring charges, and over $1 billion from the two goodwill impairment charges. In all, the net charges totaled nearly $7 billion of the loss that year. The stock price plummeted.[14]
To add to the financial woes of the company, midway through the fiscal 2002 year, Tyco became embroiled in a massive scandal involving the excesses by its former chairman and CEO, L.Dennis Kozlowski, and his senior management team. Kozlowski resigned and former Tyco CEO John F. Fort became interim CEO until the board of directors completed a search for a permanent replacement. Early 2002, Tyco was alleged in violation of theSecurities Exchange Act of 1934 by nondisclosure of major financial information and artificially inflating its earnings.[15] On June 17, 2002, Tyco filed federal suit against Mark H. Swartz, Tyco's former executive vice president and chief corporate counsel, and Frank E. Walsh, a former director.[5]
In July 2002, Edward D. Breen was appointed president, CEO, and chairman of Tyco for an initial three-year term. Breen had previously been president andCOO ofMotorola since his promotion at that company in January 2002.[16]
Breen made an immediate impact on Tyco by gutting the existing board of directors and leadership team that worked with Kozlowski and replacing them with a new set of managers. One month after his appointment, Tyco announced the appointment of John Krol as lead director of the board of directors with the priority of improving Tyco'scorporate governance.[17]
Breen made additional changes, appointing David FitzPatrick as Executive Vice President and CFO, William Lytton, Executive Vice President and General Counsel, and Eric Pillmore as Senior Vice President of Corporate Governance.[citation needed]
With a new management team in place, Tyco began a two-phase internal investigation of former CEO Kozlowski. The investigation led to Tyco filing two federal lawsuits. On September 12 and December 6, 2002, Tyco filed a federal suit against Kozlowski and an arbitration claim against former CFO and director, Mark H. Swartz. Swartz, however, failed to submit to the American Arbitration Association and Tyco followed with a federal suit against him.[14]
At the same time, the Securities and Exchange Commission filed civil fraud charges against Dennis Kozlowski, Mark H. Swartz and chief legal officer Mark A. Belnick.[18]
On November 27, 2002, the State ofNew Jersey took action in the scandal, filing a federal suit against Tyco and former personnel, with charges in part of violating the New JerseyRacketeer Influenced and Corrupt Organizations Act (RICO) statute, stemming from the Kozlowski scandal.
As a result of the scandal, Tyco and some former directors and officers were named as defendants in more than two dozen securitiesclass-action lawsuits. Most of the cases were consolidated and transferred to theUnited States District Court for the District of New Hampshire and filed by court-appointed lead plaintiffs on January 28, 2003, as the case In Re Tyco International Securities Litigation, citing causes of action under theSecurities Act of 1933 and theSecurities Exchange Act of 1934. That March 31, Tyco made a motion to dismiss, which was granted in part over a year later, on October 14, 2004.[19]
On February 3, 2003, the scandal continued to play out in the courts, Tyco and more personnel were again named as defendants in an amended consolidated class-action federal suit brought on behalf of retirees in its Retirement Savings and Investment Plans, citing causes under the Employee Retirement Income Security Act. On December 2, 2004, theNew Hampshire court granted in part Tyco's motion to dismiss.[citation needed][20]
Removed from the scandal, Tyco made internal moves within the company in 2003 forming its Plastics & Adhesives business segment, a former piece of the Healthcare & Specialty Products segment. Other changes came in Tyco'scorporate governance: Tyco's board re-elected John Krol as lead director, Tyco reorganized the assignments of the board's committee, adopted a new board of governance principles and new Delegation of Authority policy which strengthened control over cash disbursements within the company.[citation needed]
The final improvement on corporate governance came in the Guide to Ethical Conduct. The guide was produced to advise employees as to correct procedures and warn of unethical practices and behavior. All Tyco employees are now required to take a brief ethics course and sign an annual ethics statement.[citation needed]
In an effort to enhance consumer awareness and revive corporate image, in June 2004, Tyco launched a new global print-advertising campaign, "Tyco a vital part of your world." Tyco also began a divestiture program following a review of its core businesses. Part of the plan was to sell TGN, which by then had been entirely written off in value. Agreement for the sale was reached in November.[citation needed]
In the second quarter of 2004, ADT Security sold off Sonitrol.[citation needed]
In all, within its divestiture program, by fiscal year end of 2004, Tyco had divested 21 businesses and liquidated four non-core businesses, primarily within the Fire and Security segment.[citation needed]
In September 2004, Tyco also divested Electrical Contracting Services from the electronics segment, due to a decrease in sales. After September 30, Tyco divested an additional seven non-core businesses, bringing the program aggregate proceeds up to $500 million that year.[citation needed]
By the end of 2004, Tyco employed under 260,000 people, with two-thirds outside the United States. Revenue was up strongly, to over $40 billion for the first time. Once again the strengthening euro against the dollar helped Tyco, accounting primarily for $1.5 billion of the increase in revenue. Various charges, losses, and debt repayment totaled nearly $1 billion in 2004, however, profitability tripled that year to almost $3 billion.[citation needed]
Videsh Sanchar Nigam Limited (VSNL),India acquired the Tyco Global Network (TGN) from Tyco International for $130 million. The chief stockholder in VSNL is India'sTata Group, also one of India's largest conglomerates. It was once valued at $3 billion during the telecommunications bubble.[citation needed]
Tyco continued its divestiture program throughout 2005. The largest divestiture came in the announcement of a definitive agreement to sell its Plastics, Adhesives and Ludlow Coated Products businesses to an affiliate of private investment firmApollo Management, L.P. Tyco believed the segment no longer fit within the company's portfolio.[citation needed]
Tyco was awarded the largest statewide public safety communications project in the United States in 2004 when one ofTyco Electronics' businesses,M/A-COM Technology Solutions, signed a contract to maintain New York's Statewide Wireless Network (SWN). The contract was worth approximately $2 billion and would last for 20 years.[citation needed]
Tyco also acquired two key companies to its Healthcare segment, Vivant Medical Inc. and Floréane Medical Implants.[citation needed]
On February 16, 2006, a group of institutional investors, part of an existing lawsuit against Tyco International, sued the company to stop its proposed breakup plan.[21]
By the end of the fiscal year 2006, Tyco's revenue had eclipsed $17 billion.[22][clarification needed] Despite the strong cash flow, growing revenue and decreased debt, Tyco and its board of directors approved a plan to separate Tyco into three publicly independent companies. Tyco believed that this would allow for each segment to perform better within its particular market and create more value for its shareholders.[citation needed]
The separation was completed in July 2007, when Tyco separated into three publicly independent companies:[5]
Following the separation, chairman and CEO Ed Breen remained at the head of Tyco International, which was then composed of five major business segments: ADT Worldwide, Fire Protection Services, Safety Products, Flow Control and Electrical and Metal Products. The company generated revenue of $18.8 billion in 2007, and employed 118,000 people across all 50 states and in more than 60 countries.[1]
Tyco filed against Kozlowski, asserting that the $500 million in compensation and benefits he received during his time of disloyalty, between 1997 and 2002, were forfeit under New York's "faithless servant" doctrine.[23][24][25] Southern District of New York JudgeThomas Griesa concluded in 2010 that under the faithless servant doctrine, Kozlowski must forfeit all compensation and benefits he earned during his period of disloyalty.[23][26][25]
Tyco International announced in January 2011 that it was acquiring Brink's Home Security Holdings (operating asBroadview Security) in a transaction valued at $2.0 billion.[27] It was reported that Broadview Security would merge into Tyco'sADT Security Services division.
In 2011, Tyco acquired Visonic, a developer and manufacturer of home security alarm systems and components, for $100 million.[28] Visonic was established in 1973 by the brothers Moshe and Yaacov Kotlicki.[29] Visonic had aninitial public offering on theLondon Stock Exchange in 2004 with a valuation of $65 million and removed in 2010 from the LSE. In June 2006, Visonic shares were traded on theTel Aviv Stock Exchange.[28][30]
In September 2011,[31] Tyco International's directors announced plans to split the company once again, separating the company's Flow Control business, North America'sresidential security business and its international fire and security business in a plan that Chief Executive Ed Breen described as: "the best path to create long-term shareholder value."[32]
The separation was completed on October 1, 2012, resulting in the following companies being created:
Tyco retained use of the ADT brand for security installation and services outside of North America. ADT's commercial security installation and services business in North America was rebranded and becameTyco Integrated Security. Tyco had over 70,000 employees worldwide, operating in nearly 50 countries and serving over three million customers.
In September 2012, Tyco was accused of violation of theForeign Corrupt Practices Act (FCPA) and agreed to a payment of around $13 million in civil penalties to theU.S. Securities and Exchange Commission.[33]
In November 2013, Tyco approached variousprivate equity firms offering to sell its Korean security unit, Caps Co.[34]
In February 2014, US private equity firmCarlyle Group entered into talks with Tyco to acquire itsSouth Korean security systems unit, valued at around $2 billion.[35]
In 2014, Tyco International sold its New Zealand based security company Armourguard Security limited to Evergreen International, The cost of the sale is yet to be released.
On January 25, 2016,Johnson Controls announced it would merge with Tyco, and all businesses of Tyco and Johnson Controls would be combined under Tyco International plc, to be renamed asJohnson Controls International plc.[3] The merger was completed on September 9, 2016.[4]
Formerchairman andchief executiveDennis Kozlowski and formerchief financial officer Mark H. Swartz were accused of the theft of more than US$150 million from the company. During their trial in March 2004, they contended the board of directors authorized it as compensation.[36]
During jury deliberations, juror Ruth Jordan, while passing through the courtroom, appeared to make an"okay" sign on the table. She later denied she had intended that gesture, but the incident received much publicity (including a caricature in theWall Street Journal), and the juror received threats after her name became public.[37] Judge Michael Obus declared amistrial on April 4, 2004.
On June 17, 2005, after a retrial, Kozlowski and Swartz were convicted on all but one of the more than 30 counts against them. The verdicts carry potential jail terms of up to 25 years in state prison. Kozlowski and Swartz were each sentenced to no less than eight years and four months and no more than 25 years in prison.[38] Then in May 2007,New Hampshire Federal District Court JudgePaul Barbadoro approved a class action settlement whereby Tyco agreed to pay $2.92 billion (in conjunction with $225 million by Pricewaterhouse Coopers, their auditors) to a class of defrauded shareholders represented byGrant & Eisenhofer P.A., Schiffrin, Barroway, Topaz & Kessler, and Milberg Weiss & Bershad.
On January 17, 2014, Kozlowski was grantedparole fromLincoln Correctional Facility in New York City.[39][40]
| Year | 2011 | 2010 | 2009 | 2008 | 2007 | 2006 | 2005 | 2004 | 2003 | 2002 | 2001 | 2000 | 1999 | 1998 | 1997 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue (in US$ Billion) | $17.3 | $17.0 | $17.2 | $20.2 | $18.5* | $41.0 | $39.3 | $38.0 | $36.8 | $35.6 | $34.0 | $28.9 | $22.5 | $19.1 | $6.6 |
* Denotes the year of Tyco's separation into three publicly independent companies.[41]
Some of the many products made by Tyco included:
Due to theClean Air Act (CAA), Tyco International (US) Inc. was fined over $1.1 million for its previous metal forming and finishing facility in Hamburg, New Jersey because it failed to comply with requirements under CAA regulations.[42] The facility, which Tyco operated from 1963 to 2000, operated trichloroethylene to degrease chromium to metal parts, which are among some of the most toxic, dangerous air pollutants that could cause serious health effects.[43]
In regards to theClean Water Act, a health and safety manager from Enfield, Connecticut, was sentenced guilty on August 5, 2002, for deliberately routing wastewater produced in one of Tyco's manufacturing facilities around a sand filter; it was supposed to remove impurities from the wastewater before discharging into the Manchester sewers.[44] The company used this bypass in order to accelerate production and lessen use of the waste treatment system.[45] However, the wastewater discharged from the factory exceeded the levels of copper and lead, which were both toxic metals and could have led to harmful effects if passed through sewage treatment plants.[44]
Tyco Printed Circuit Group (TPCG) ofStamford,Connecticut, was sentenced on 12 counts of violating theClean Water Act in August 2004. The plea agreement called for TPCG to pay a total of $10 million in fines. Of that amount, $6 million was paid as a federal criminal fine; $2.7 million went to theConnecticut Department of Environmental Protection's (DEP) natural resources fund; the Towns of Stafford and Manchester received $500,000 each to fund improvements in theirsewer andwater treatment system; and $300,000 was paid forrecycling deionized and otherwastewater at the company's Stafford, Staffordville facilities. Between 1999 and June 2001, TPCG managers at the company's Stafford, Staffordville and Manchester facilities engaged in a variety of practices that caused the facilities to discharge wastewater with higher than permitted levels ofpollutants into municipal sewage treatment systems. The illegal practices included, but were not limited to, diluting potentially non-compliant wastewater samples, discarding samples with excessive levels of toxic metals, and omitting samples that were not in compliance forpH.[46] Daniel R. Callahan, the former Director of Environmental Health and Safety ofStafford Division of Tyco Printed Circuit Group, pleaded guilty to violating theClean Water Act on November 17, 2003. Callahan falsified reports submitted to the Connecticut Department of Environmental Protection (DEP). The reports failed to include the fact that a "batch tank" had been discharged into the Manchester public sewer system. Tyco's DEP permit required that all discharges into public sewer systems be reported.[47] Tyco was 41st on the 2002Political Economy Research Institute's (PERI) Toxic 100.[48]
When Tyco acquiredAnsul, it also became responsible for thearsenic saltcontamination to their local environment.[49]
On June 26, 2000, the company restated some figures in 1999 annual report to shareholders.[50]On October 18, 2001, the company adopted the provisions of SAB 101, related to revenue recognition, in the fourth quarter of fiscal 2001, results in the first three quarters of fiscal 2001 be restated.[51] On October 24, 2002, the company restated its earnings for earlier in the year 2002 because of questions raised in an internal audit over it how it accounted for dealer fees involving its ADT home security systems business.[52] On June 16, 2003, the company restated several years of financial results in connection with securities regulators' previously announced review of its filings.[53]
