11-K 1 a11-k12x27x13.htm 11-K 11-K 12-27-13







UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

or

o
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-13836

Full title of the plan and the address of the plan, if different from that of the issuer named below:

TYCO INTERNATIONAL
RETIREMENT SAVINGS AND INVESTMENT PLAN

Tyco International Management Company LLC
9 Roszel Road
Princeton, NJ 08540

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

TYCO INTERNATIONAL LTD.
Victor von Bruns-Strasse 21
CH-8212 Neuhausen am Rheinfall, Switzerland









REQUIRED INFORMATION

Item 4.
Financial Statements and Exhibits
 
 
 
Financial Statements:
 
 
 
Financial statements prepared in accordance with the financial reporting requirements of ERISA filed herewith are listed on page 2 hereof below in lieu of the requirements of Items 1 to 3.
 
 
 
Exhibits:
 
 
 
23.1     Consent of Crowe Horwath LLP, Independent Registered Public Accounting Firm

1



Tyco International
Retirement Savings and Investment Plan
Table of Contents

 
Page
Report of Independent Registered Public Accounting Firm
3
Financial Statements:
 
Statements of Net Assets Available for Benefits as of December 31, 2013 and 2012
4
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2013
5
Notes to Financial Statements
6
Supplemental Schedules:
 
Schedule H, Line 4(a)*—Schedule of Delinquent Participant Contributions
13
Schedule H, Line 4(i)*—Schedule of Assets (Held at End of Year)
13


*   Refers to item number Form 5500 (“Annual Return/Report of Employee Benefit Plan”) filed with the Department of Labor for the plan year ended December 31, 2013.
 
Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted as the conditions under which they are required are not present.

2




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Participants and Plan Administrator of the
Tyco International Retirement Savings
and Investment Plan
Princeton, New Jersey



We have audited the accompanying statements of net assets available for benefits of the Tyco International Retirement Savings and Investment Plan (“Plan”) as of December 31, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013 in conformity with U.S. generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4(a) - Schedule of Delinquent Participant Contributions and Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic 2013 financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic 2013 financial statements taken as a whole.


/s/ Crowe Horwath LLP

Crowe Horwath LLP

South Bend, Indiana
June 25, 2014


3




Tyco International
Retirement Savings and Investment Plan
Statements of Net Assets Available for Benefits
As of December 31, 2013 and 2012

 
 
December 31,
 
 
2013
 
2012
Assets
 
 
 
 
Interest in investments of the Tyco International Retirement Savings and Investment Plan Master Trust
 
$
2,064,054,159

 
$
1,770,134,006

Interest in notes receivables and other assets and liabilities of Tyco International
 
 
 
 
Retirement Savings and Investment Plan Master Trust, excluding investments
 
64,490,595

 
63,675,616

Total interest in the net assets of the Tyco International Retirement Savings and Investment Plan Master Trust


 
$
2,128,544,754

 
$
1,833,809,622

Employer contributions receivable
 
1,434,595

 
153,849

Participants’ contribution receivable
 
1,772,552

 
1,961,716

Total receivables
 
3,207,147

 
2,115,565

Net assets available for benefits
 
$
2,131,751,901

 
$
1,835,925,187


The accompanying notes are an integral part of the financial statements.





































4





Tyco International
Retirement Savings and Investment Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2013

Sources of net assets
 
 
Investment income from the Tyco International Retirement Savings and Investment Plan Master Trust
 
$
358,196,029

Employer contributions
 
60,627,105

Participants’ contributions
 
85,224,583

Total contributions
 
145,851,688

Total sources
 
504,047,717

 
 
 
Application of net assets
 
 
Benefits paid to participants
 
206,524,371

Administrative expenses
 
1,328,170

Total applications
 
207,852,541

Net increase prior to transfers
 
296,195,176

Net transfers
 
(368,462
)
Net increase in net assets available for benefits
 
295,826,714

Net assets available for benefits:
 
 
Beginning of year
 
1,835,925,187

End of year
 
$
2,131,751,901


The accompanying notes are an integral part of the financial statements.

5



Tyco International
Retirement Savings and Investment Plan
Notes to Financial Statements
December 31, 2013 and 2012

1.  Description of Plan

The Tyco International Retirement Savings and Investment Plan (the “Plan”) was established December 31, 1996 as a result of a spin-off of the hourly portion of the Kendall Employees’ Savings and Investment Plan (the “Kendall Plan”) and the merging of the Kendall Plan into a prior existing plan (prior to January 1, 2009, the Plan was known as Tyco International (US) Inc. Retirement Savings and Investment Plan III and for the period of January 1, 2009 through October 1, 2010 the Plan was known as Tyco International Retirement Savings and Investment Plan III). Effective October 1, 2010, the Plan name was changed to the Tyco International Retirement Savings and Investment Plan.

The Plan is a defined contribution plan and is available to certain salaried, union and non-union hourly employees of Tyco and Tyco affiliated companies. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”). Selected Plan provisions are described below. Participants should refer to the Plan document and summary plan description for more complete information regarding the terms of the Plan.

Eligibility

Plan participants must be at least eighteen years old. Union employees may have different eligibility requirements. Refer to the Plan document for more details.

Contributions

Contributions are subject to Code limitations. Contributions to the Plan are funded on a per pay period basis.

Participants’ contributions - Participants may contribute a percentage of their eligible compensation up to a specified amount. During 2013, the following contribution limits applied: (i) non-highly compensated employees may contribute up to 35% of eligible compensation on a combined before-tax and/or after-tax basis; (ii) highly-compensated employees may contribute up to 14% of eligible compensation on a before-tax basis and up to an additional 8% on an after-tax basis; and (iii) highly-compensated employees who are eligible to participate in the Tyco Supplemental Savings and Retirement Plan, a non-qualified deferred compensation plan, may contribute up to 14% on a before-tax basis not to exceed $15,000 and such employees are not eligible to make after-tax contributions. Union employees may have different contribution limits. Refer to the Plan document for more details.

Employer contributions - Certain participant contributions are eligible to receive matching contributions. Additionally, certain employees are eligible to receive “supplemental” matching contributions based on their years of service with Tyco and its affiliated companies.  The level of matching contributions and supplemental matching contributions varies for each participating employer in the Plan. Union employees may have different contribution limits. Refer to the Plan document for more details.
    
Participant Accounts

Each participant’s account is credited with the participant’s deferral contributions, employer contributions, and an allocation of earnings or losses, and is charged with participant fees and his or her withdrawals, as applicable. Participants are entitled to the benefit in their respective accounts, to the extent vested.

Vesting

Participants are immediately vested in any contributions they make to the Plan, plus actual earnings thereon. Vesting with respect to any matching contributions, and any associated earnings, is based on a participant’s years of “vesting service.”  Effective January 1, 2002, participants who perform an hour of service on or after that date are fully vested in all employer contributions following completion of three years of vesting service. Any participant who performs an hour of service after January 1, 2002 and is covered under a former employer’s graded vesting schedule will become 100% vested after three years of vesting service, regardless of the prior employer’s graded vesting schedule. Prior to January 1, 2002, a participant was generally 100% vested after five years of vesting service. However, participants from a former employer’s plan that was

6



merged into the Plan could continue to vest in accordance with the former plan’s vesting schedule.

Forfeitures

Upon termination of employment for reasons other than a distributable event, nonvested contributions are forfeited on the earlier of the date the participant receives a total distribution of his vested account balance or the date the participant incurs five consecutive breaks in service.  Nonvested forfeitures may be used to reduce employer contributions or to pay Plan expenses. As of December 31, 2013 and 2012, forfeited nonvested accounts totaled $348,908 and $1,578,323, respectively.

Investment Options

Plan participants are able to direct the investment of their Plan holdings (employer and employee contributions) into various investment options offered under the Plan on a daily basis. Holdings in the ADT and Pentair common stock funds, whose equity holdings are included in other common stock holdings, were liquidated in early January 2014.

Notes receivable from participants

Participants are allowed to borrow from their Plan accounts.  The minimum amount that a participant may borrow is $1,000. The maximum amount that a participant may borrow is the lesser of: (i) 50% of the participant’s vested account balance; or (ii) $50,000 less the highest loan balance outstanding in the previous twelve months.  Participants are allowed to have two loans outstanding at a time. Loans are adequately secured by the participant’s account balance and bear a reasonable interest rate. Loans must be repaid through payroll deductions. Upon termination of service, all loans must be repaid in full. As of December 31, 2013 and 2012, notes receivable from participants totaled $64,608,370 and $63,977,747, respectively.

Payment of Benefits

Upon termination of service, death, disability or retirement, a participant may elect to receive either a lump sum distribution equal to the participant’s vested interest in his or her account, or to have an annuity purchased by the Plan with the vested interest in the participant’s account, in accordance with the terms of the Plan document.

Administrative Expenses

At the present time, some of the expenses of administering the Plan, including the fees of the Plan trustee, consultants and auditor expenses, but excluding certain loan fees, hardship withdrawal fees and Qualified Domestic Relations Order processing fees, are paid by Tyco and its affiliated employers and/or from Plan forfeitures.  The costs associated with certain investment options such as management fees, brokerage fees and transfer taxes are deducted from the assets of the investment options and are generally assessed as a percentage of assets invested. Effective October 1, 2011, plan recordkeeping/administration fees were implemented on plan participants with account balances. Fidelity Management Trust Company ("Fidelity"), the trustee for the Tyco International Retirement Savings and Investor Plan Master Trust (the "Master Trust"), automatically deducts these fees from participant accounts on a quarterly basis. The fees are subject to change and were $2.50 per quarter during 2013.
    
Plan Administration

The Plan is administered by an administrative committee consisting of at least three persons appointed by the Board of Directors of the Plan Sponsor, Tyco International Management Company LLC.  Fidelity Workplace Services LLC maintains the participant accounts as record keeper of the Plan.

Plan Termination

Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to amend or terminate the Plan subject to the provisions of the Plan and ERISA.  In the event of Plan termination, participants will become 100% vested in their accounts.

2.  Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements of the Plan are prepared on the accrual basis of accounting in conformity with

7



U.S. generally accepted accounting principles.

Notes Receivables from Participants

Notes receivables from participants are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes are collateralized by the participants’ account balances. Amounts are presented as other receivables in the Master Trust.

Investment Valuation and Income Recognition

The Plan participates in the Master Trust, which consisted of only the Tyco International Retirement Savings and Investment Plan as of December 31, 2013 and 2012 and for the year ended December 31, 2013.

The Plan’s interest in the investments of the Master Trust is reported at estimated fair value based on the fair values of the underlying investments held in the Master Trust.  Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.  The Plan records its interest in the investments and notes receivable from participants held in the Master Trust and investment income or loss from the Master Trust (including interest, dividends, net unrealized and realized gains and losses) based upon each plan participants’ ownership in the underlying participant-directed investments and notes receivable comprising the Master Trust. Expenses for participant loans and hardship withdrawals are allocated on a participant basis. Other expenses that are offset against forfeitures are specifically charged to the Plan, as applicable. Certain investment management fees are offset against investment income.

Fair value is the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs.  The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and gives the lowest priority to unobservable inputs (level 3 measurements).  The three levels of inputs within the fair value hierarchy are defined as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The fair values of the underlying investments of the Master Trust are determined as follows:

Interest bearing cash is composed of various money market funds. The fair values have been determined based upon their quoted redemption prices and recent transaction prices of $1.00 per share (level 2 inputs), with no discounts for credit quality or liquidity restrictions.

Registered investment companies are valued by obtaining quoted prices on nationally recognized securities exchanges (level 1 inputs).  The Plan’s registered investment companies include equity, bond, balanced (equities and bonds) and money market funds.

Common stocks are valued by obtaining quoted prices on recognized and highly liquid exchanges (level 1 inputs).

Collective trusts are valued based on their net asset values, as reported by custodians as of the financial statement dates and prices of recent transactions (level 2 inputs).  The investment objectives and underlying investments of the collective trusts vary. One of the collective trusts holds an interest in an underlying US debt index fund and a money market fund which seeks investment results that correspond to the price and yield performance, before fees and expenses, of the Barclays U.S.

8



Aggregate Bond Index, another holds a portfolio of equity investments that seek to approximate the performance of the S&P Mid-Cap 400 Index, and a number of collective trusts seek to achieve a high total return through investments in a combination of domestic and international equity and debt based on the fund’s target retirement date. The target retirement date funds automatically reduce the equity allocation as the participant approaches the targeted retirement year and beyond. Each collective trust held through the Plan’s interest in the Master Trust provides for daily redemptions by the Plan at reported net asset values per share with no advance notice requirements.
 
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Benefit Payments

Benefit payments to participants are recorded when distributed.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan Sponsor to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.

3.  Income Tax Status

The Plan was amended and restated effective January 1, 2011. On October 17, 2012 the Internal Revenue Service stated that the Plan, as then designed was in compliance with the applicable requirements of the Code. Although the Plan has been amended since it was restated, Plan management believes that the Plan is designed and being operated in compliance with the applicable requirements of the Code. Therefore Plan management believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013 and 2012, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by the Department of Labor or Internal Revenue Service. There are currently audits in progress for the period of March 2010 to the present. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.

4.  Risk and Uncertainties

The Master Trust, in which the Plan holds an interest, invests in various investments. Investments are exposed to various risks such as interest rate, market, liquidity, and credit risks. Due to the level of risk associated with certain investments and the sensitivity of certain fair value estimates to changes in valuation assumptions, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

Plan participants direct the investment of their Plan holdings into various investment options offered under the Plan and solely bear the risk of loss associated with the investment securities in which they are invested pursuant to ERISA section 404(c).

5.  Investments in the Master Trust

As explained in Note 2, the Plan participates in the Master Trust, which consisted of only the Tyco International Retirement Savings and Investment Plan as of December 31, 2013 and 2012 and for the year December 31, 2013. Fidelity holds the Master Trust’s investment assets, provides administrative functions for each of the plans participating in the Master Trust and executes investment transactions as directed by participants.

The Plan’s relative share of ownership of the total net assets of the Master Trust was 100% as of both December 31, 2013 and 2012. The following table presents net assets held in the Master Trust, including fair value of investments held in the Master Trust, as of December 31, 2013 and 2012.

9




 
 
December 31,
 
 
 
2013
 
2012
 
Investments at fair value
 
 
 
 
 
Interest bearing cash
 
$
5,784,955

 
$
4,948,718

 
Registered investment companies
 
 
 
 
 
U.S. Equity/Bond Mutual Funds
 
 
 
 
 
Fidelity Growth Company Fund
 
453,674,319

*
349,519,884

*
Spartan S&P 500 Index Fund
 
131,155,637

*
100,893,831

*
Vanguard Small-Cap Index Fund
 
71,367,521

 
49,016,022

 
Vanguard Prime Money Market Fund
 
303,527,355

*
328,947,661

*
Vanguard Short Term Bond Index Fund
 
17,739,282

 
16,795,997

 
DFA U.S. Small Cap Portfolio
 
13,383,147

 
5,085,853

 
International Equity Mutual Funds
 
 
 
 
 
Spartan International Index Fund
 
32,177,828

 
25,910,449

 
Dodge & Cox International Stock
 
41,679,986

 
28,795,489

 
Balanced Blend Mutual Fund
 
 
 
 
 
Fidelity Balanced Fund
 
130,642,246

*
114,969,024

*
Total registered investment companies   
 
1,195,347,321

 
1,019,934,210

 
Collective trusts
 
 
 
 
 
Target Date Funds
 
 
 
 
 
Pyramis Index Lifecycle 2000 Fund
 
22,266,547

 
23,499,415

 
Pyramis Index Lifecycle 2010 Fund
 
63,475,078

 
65,401,485

 
Pyramis Index Lifecycle 2020 Fund
 
160,542,518

*
143,207,887

*
Pyramis Index Lifecycle 2030 Fund
 
128,511,856

*
102,429,319

*
Pyramis Index Lifecycle 2040 Fund
 
76,093,374

 
58,439,899

 
Pyramis Index Lifecycle 2050 Fund
 
22,021,712

 
15,594,209

 
U.S. Equity Fund
 
 
 
 
 
SSGA S&P 400 Mid-Cap Index Fund
 
113,213,357

*
83,963,513

 
Blended Bond Fund
 
 
 
 
 
BTC U.S. Debt
 
64,580,536

 
83,924,322

 
Total collective trusts   
 
650,704,978

 
576,460,049

 
Other common stock
 
159,065,919

 
134,475,046

 
Tyco common stock
 
53,150,986

 
34,315,983

 
Total investments at fair value   
 
2,064,054,159

 
1,770,134,006

 
Other receivables
 
65,570,790

 
64,305,478

 
Other liabilities
 
(1,080,195
)
 
(629,862
)
 
Net assets reflecting all investments at fair value held in Master Trust   
 
$
2,128,544,754

 
$
1,833,809,622

 


* Represents investments greater than 5% of net assets as of December 31, 2013 and 2012.












10






Investment income for the Master Trust for the year ended December 31, 2013 is as follows:

 
 
Year Ended
December 31,
2013
Investment income
 
 
Net appreciation in fair value of investments:
 
 
Registered investment companies
 
$
174,877,878

Collective trusts
 
83,016,643

Tyco common stock
 
14,843,141

Other common stock
 
35,167,146

Total net appreciation
 
307,904,808

Interest and dividends
 
50,291,221

Total investment income
 
$
358,196,029


The following table sets forth by level, within the fair value hierarchy, the Master Trust’s investments measured at fair value on a recurring basis as of December 31, 2013.

 
 
 
 
Fair Value
Measurements
as of December 31, 2013 Using
 
 
Total Fair Value
 
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
Interest bearing cash
 
$
5,784,955

 
$

 
$
5,784,955

Common stock
 
 
 
 
 
 
U.S. equity
 
159,065,919

 
159,065,919

 

Tyco common stock
 
53,150,986

 
53,150,986

 

Total common stock
 
212,216,905

 
212,216,905

 

Registered investment companies
 
 
 
 
 
 
Balanced blend mutual fund
 
130,642,246

 
130,642,246

 

Blended bond mutual fund
 
17,739,282

 
17,739,282

 

Money market mutual fund
 
303,527,355

 
303,527,355

 

U.S. equity mutual fund
 
669,580,624

 
669,580,624

 

International equity mutual fund
 
73,857,814

 
73,857,814

 

Total registered investment companies
 
1,195,347,321

 
1,195,347,321

 

Collective trusts
 
 
 
 
 
 
Target date funds
 
472,911,085

 

 
472,911,085

U.S. equity fund
 
113,213,357

 

 
113,213,357

Blended bond fund
 
64,580,536

 

 
64,580,536

Total collective trusts
 
650,704,978

 

 
650,704,978

Total investments at fair value
 
$
2,064,054,159

 
$
1,407,564,226

 
$
656,489,933


11



For the year ended December 31, 2013 there were no transfers of investments between Level 1 and Level 2.

The following table sets forth by level, within the fair value hierarchy, the Master Trust’s investments measured at fair value on a recurring basis as of December 31, 2012.

 
 
 
 
Fair Value
Measurements
as of December 31, 2012 Using
 
 
Total Fair Value
 
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
Interest bearing cash
 
$
4,948,718

 
$

 
$
4,948,718

Common stock
 
 
 
 
 
 
U.S. equity
 
134,475,046

 
134,475,046

 

Tyco common stock
 
34,315,983

 
34,315,983

 

Total common stock
 
168,791,029

 
168,791,029

 

Registered investment companies
 
 
 
 
 
 
Balanced blend mutual fund
 
114,969,024

 
114,969,024

 

Blended bond mutual fund
 
16,795,997

 
16,795,997

 

Money market mutual fund
 
328,947,661

 
328,947,661

 

U.S. equity mutual funds
 
504,515,590

 
504,515,590

 

International equity mutual funds
 
54,705,938

 
54,705,938

 

Total registered investment companies
 
1,019,934,210

 
1,019,934,210

 

Collective trusts
 
 
 
 
 
 
Target date funds
 
408,572,214

 

 
408,572,214

U.S. equity fund
 
83,963,513

 

 
83,963,513

Blended bond fund
 
83,924,322

 

 
83,924,322

Total collective trusts
 
576,460,049

 

 
576,460,049

Total investments at fair value
 
$
1,770,134,006

 
$
1,188,725,239

 
$
581,408,767


The Master Trust did not have any investments measured at fair value on a recurring basis using significant unobservable inputs (level 3) as of December 31, 2013 and 2012 and for the year ended December 31, 2013.

6.  Parties-In-Interest Transactions

The underlying investments of the Master Trust include a unitized stock fund, the Tyco International Ltd. Stock Fund (“Stock Fund”), which is comprised of a short-term investment fund component and common shares of Tyco International Ltd., the parent of the Plan Sponsor. The unit values of the Stock Fund are recorded and maintained by Fidelity, and the Plan. Plan participants may direct up to 25% of their employee and employer contributions to the Stock Fund. In addition, participants may exchange a portion of their account balance into the Stock Fund, provided the transaction does not cause the portion of their account balance invested in the Stock Fund to exceed 25%. During the year ended December 31, 2013, the Plan purchased units in the Stock Fund of approximately $14.0 million, sold units in the Stock Fund of approximately $9.8 million, and had net appreciation in the fair value of investments of approximately $14.9 million. The total value of the Plan’s investment in the Stock Fund was approximately $53.7 million and $34.6 million as of December 31, 2013 and 2012, respectively.

Certain of the assets of the Master Trust are invested in registered investment companies managed by Fidelity Investments, for which Fidelity Management & Research Company (“FMR Co.”) provides investment advisory services. FMR Co. is an affiliate of both Fidelity, and Fidelity Workplace Services, LLC, record keeper of the Plan. Expenses paid to FMR Co. and/or its affiliates by the Plan during the year ended December 31, 2013 were approximately $1,060,182. These transactions and investments, as well as participant loans, qualify as “party-in-interest” transactions, as “party-in-interest” is defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering services to the Plan, the Company and certain others.




12




PLAN SPONSOR:  TYCO INTERNATIONAL MANANGEMENT COMPANY
PLAN NUMBER: 032
EIN: 20-5073412

Tyco International
Retirement Savings and Investment Plan
Schedule H, Line 4(a)—Schedule of Delinquent Participant Contributions
Year Ended December 31, 2013

 
 
Total that Constitute Nonexempt Prohibited Transactions
 
 
Check here if Late
Participant Loan
Repayments are
Included
 
Contributions Not
Corrected
 
Contributions
Corrected Outside
VFCP
 
Contributions
Pending
Correction in VFCP
 
Total Fully
Corrected
Under VFCP and PTE
2002-51
YES
 
$

 
$
212,317

 
$

 
$


Tyco International
Retirement Savings and Investment Plan
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2013

(a)
 
(b)
Identity of Issue, Borrower,
Lessor or Similar Party
 
(c)
Description of Investment Including
Maturity Date, Rate of Interest,
Collateral, Par or Maturity Value
 
(d)
Cost
 
(e)
Current
Value
 
*
 
Notes receivable from participants
 
Interest rates ranging from 3.25% to 9.50%
 
**
 
$
64,608,370
 


*
Denotes a party-in-interest to the Plan.
**
Cost information not required for participant-directed investments.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 
TYCO INTERNATIONAL RETIREMENT
SAVINGS AND INVESTMENT PLAN
 
 
 
 
 
/s/ John G. Nawrath
Date: June 25, 2014
John G. Nawrath
 
Chairperson, Administrative Committee


14