Tyco Electronics Ltd. ( TEL )

1 tyco Electronics Ltd. ( TEL ). 10 K. Annual report pursuant to section 13 and 15(d). Filed on 11/10/2010. Filed Period 9/24/2010. Table of Contents UNITED STATES. SECURITIES AND EXCHANGE COMMISSION. Washington, 20549. FORM 10 K. (Mark One). ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE. SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended September 24, 2010. or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE. SECURITIES EXCHANGE ACT OF 1934. 001 33260. (Commission File Number). tyco Electronics LTD. (Exact name of registrant as specified in its charter). Switzerland 98 0518048. (Jurisdiction of Incorporation) ( Employer Identification No.). Rheinstrasse 20, CH 8200 Schaffhausen, Switzerland (Address of principal executive offices). +41 (0)52 633 66 61. (Registrant's telephone number). Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Shares, Par Value CHF New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.

2 Yes No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No . Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 K or any amendment to this Form 10 K.

3 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b 2 of the Exchange Act: Large accelerated filer Accelerated filer o Non accelerated filer o Smaller reporting company o (Do not check if a smaller reporting company). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Act). Yes o No . The aggregate market value of the registrant's common shares held by non affiliates of the registrant was $12,534,765,710 as of March 26, 2010, the last business day of the registrant's most recently completed second fiscal quarter. Directors and executive officers of the registrant are considered affiliates for purposes of this calculation but should not necessarily be deemed affiliates for any other purpose.

4 The number of common shares outstanding as of November 5, 2010 was 443,687,034. DOCUMENTS INCORPORATED BY REFERENCE. Portions of the registrant's Proxy Statement filed within 120 days of the close of the registrant's fiscal year in connection with the registrant's 2011. annual general meeting of shareholders are incorporated by reference into Part III of this Form 10 K to the extent described therein. tyco Electronics LTD. TABLE OF CONTENTS. Page Part I. Item 1. Business 1. Item 1A. Risk Factors 12. Item 1B. Unresolved Staff Comments 25. Item 2. Properties 25. Item 3. Legal Proceedings 26. Item 4. Reserved 28. Part II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29. Item 6. Selected Financial Data 31. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 35. Item 7A. Quantitative and Qualitative Disclosures About Market Risk 70.

5 Item 8. Financial Statements and Supplementary Data 71. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 72. Item 9A. Controls and Procedures 72. Item 9B. Other Information 72. Part III. Item 10. Directors, Executive Officers and Corporate Governance 73. Item 11. Executive Compensation 73. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 74. Item 13. Certain Relationships and Related Transactions, and Director Independence 74. Item 14. Principal Accountant Fees and Services 74. Part IV. Item 15. Exhibits and Financial Statement Schedules 75. Signatures 78. Index to Consolidated Financial Statements 80. i SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS. We have made forward looking statements in this Annual Report on Form 10 K, including in the sections entitled "Business," "Risk Factors,". "Properties," "Legal Proceedings," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures about Market Risk," that are based on our management's beliefs and assumptions and on information currently available to our management.

6 Forward looking statements include, among others, the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, acquisitions, the effects of competition, and the effects of future legislation or regulations. Forward looking statements include all statements that are not historical facts and can be identified by the use of forward looking terminology such as the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "potential,". "continue," "may," "should," or the negative of these terms or similar expressions. Forward looking statements involve risks, uncertainties, and assumptions. Actual results may differ materially from those expressed in these forward looking statements. You should not put undue reliance on any forward looking statements.

7 We do not have any intention or obligation to update forward looking statements after we file this report except as required by law. The risk factors discussed in "Risk Factors" and other risks identified in the Annual Report could cause our results to differ materially from those expressed in forward looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. ii Table of Contents PART I. ITEM 1. BUSINESS. Overview tyco Electronics Ltd. ("we," " tyco Electronics ," or the "Company") is a leading global provider of engineered electronic components, network solutions, specialty products, and subsea communication systems. We design, manufacture, and market products for customers in a broad array of industries including automotive; data communications equipment and consumer Electronics ; telecommunications; aerospace, defense, and marine; medical; energy.

8 And lighting. Our products are produced in approximately 90 manufacturing sites in over 20 countries. With approximately 7,000 engineers and worldwide manufacturing, sales, and customer service capabilities, tyco Electronics ' commitment is our customers' advantage. tyco Electronics Ltd. was incorporated in Bermuda in fiscal 2000 as a wholly owned subsidiary of then Bermuda based tyco International Ltd. (" tyco International"). For the period following its incorporation, tyco Electronics Ltd. did not engage in any significant business activities and held minimal assets. Effective June 29, 2007, tyco International distributed all of its shares of tyco Electronics to its common shareholders (referred to in this report as the "separation"). tyco Electronics Ltd. became an independent, publicly traded company owning the former Electronics businesses of tyco International. Our business was formed principally through a series of acquisitions, from fiscal 1999 through fiscal 2002, of established Electronics companies and divisions, including the acquisition of AMP Incorporated and Raychem Corporation in fiscal 1999 and the Electromechanical Components Division of Siemens and OEM Division of Thomas & Betts in fiscal 2000.

9 These companies each have more than 50 years of history in engineering and innovation excellence. We operated as a segment of tyco International prior to our separation. Effective June 25, 2009, we discontinued our existence as a Bermuda company as provided in Section 132G of The Companies Act of 1981 of Bermuda, as amended (the "Bermuda Companies Act"), and, in accordance with article 161 of the Swiss Federal Code on International Private Law, continued our existence as a Swiss corporation under articles 620 et seq. of the Swiss Code of Obligations. The rights of holders of our shares are governed by Swiss law, our Swiss articles of association, and our Swiss organizational regulations. We operate through four reporting segments: electronic Components, Network Solutions, Specialty Products, and Subsea Communications. See Notes 1 and 24 to the Consolidated Financial Statements for additional information regarding our segments.

10 1. Table of Contents Our reporting segments manufacture and distribute our products and solutions to a number of end markets. The table below provides a summary of our reporting segments, the fiscal 2010 net sales contribution of each segment, and the key products and markets that we serve: electronic Network Specialty Subsea Segment Components Solutions Products Communications % of Fiscal 2010 Net Sales 67% 14% 13% 6%. Key Products Connector systems Connector systems Connector systems Undersea Relays Heat shrink tubing Touch screens telecommunication Heat shrink tubing Fiber optics Circuit protection systems Application tooling Wire and cable devices Sensors Racks and panels Wire and cable Antennas Intelligent building Relays Wire and cable controls Heat shrink Fiber optics Network interface tubing devices Key Markets Automotive Energy Aerospace, defense, Communication DataComm Communication and marine service providers Industrial service providers Touch systems Oil and gas Appliance Enterprise networks Circuit protection Computer Medical Consumer devices See Note 24 to the Consolidated Financial Statements for certain segment and geographic financial information relating to our business.