-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q8oJ3muutpTRXf5mLzAgYCQJemC2g/JDcyNvw6anzy0ja4AHrYjvLWn2lnQxeHcV 5KcEkdqmcyGBq6GJOcoZEQ== 0001047469-05-018151.txt : 20050628 0001047469-05-018151.hdr.sgml : 20050628 20050627191554 ACCESSION NUMBER: 0001047469-05-018151 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13836 FILM NUMBER: 05918677 BUSINESS ADDRESS: STREET 1: 90 PITTS BAY ROAD STREET 2: THE ZURICH CENTRE SECOND FLOOR CITY: PEMROKE HM 08 BERMU STATE: D0 BUSINESS PHONE: 4412928674 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL (US) INC STREET 2: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 11-K 1 a2160044z11-k.htm FORM 11-K
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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)  

ý

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

For the fiscal year ended December 31, 2004

or

o

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

For the transition period from                             to                              

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 (US) INC.
RETIREMENT SAVINGS AND INVESTMENT PLAN III
Tyco International (US) Inc.
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.
Second Floor, 90 Pitts Bay Road
Pembroke, HM 08, Bermuda





REQUIRED INFORMATION

Item 4.    Financial Statements and Exhibits

    (a)
    Financial Statements:


    Financial statements prepared in accordance with the financial reporting requirements of ERISA filed herewith are listed on page 4 hereof below in lieu of the requirements of Items 1 to 3.

    (b)
    Exhibits:

    23.1
    Consent of Mitchell & Titus, LLP, Independent Registered Public Accounting Firm

2


Tyco International (US) Inc.
Retirement Savings and Investment Plan III
Financial Statements
December 31, 2004
With Report of Independent Registered Public
Accounting Firm

3



Tyco International (US) Inc.
Retirement Savings and Investment Plan III
Table of Contents

 
  Page
Report of Independent Registered Public Accounting Firm   5
Financial Statements:    
  Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003   6
  Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2004
  7
  Notes to Financial Statements   8

Supplemental Schedules*:


*
Certain schedules are included with Form 5500 of the Master Trust (Annual Return/Report of Employee Benefit Plan) filed with the Department of Labor for the plan year ended December 31, 2004 and are not required to be disclosed for this Plan.

4



Report of Independent Registered Public Accounting Firm

To the Participants and Plan Administrator of
Tyco International (US) Inc. Retirement
Savings and Investment Plan III

        We have audited the accompanying statements of net assets available for benefits of Tyco International (US) Inc. Retirement Savings and Investment Plan III ("Plan") as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year then ended. 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, 2004 and 2003, and the changes in net assets available for benefits for the year ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Mitchell & Titus, LLP
New York, New York
June 23, 2005

5



Tyco International (US) Inc.
Retirement Savings and Investment Plan III
Statements of Net Assets Available for Benefits

 
  December 31,
 
  2004
  2003
Assets            
  Investment in the Tyco International (US) Inc.            
  Retirement Savings and Investment Plan Master Trust:            
Investments            
At fair value:            
  Shares of registered investment companies            
    American Bond Fund of America CL A   $ 19,108,591   $ 18,268,867
    Fidelity Freedom Income Fund     1,698,411     1,343,195
    Fidelity Freedom 2000 Fund     9,235,768     9,750,101
    Fidelity Freedom 2010 Fund     32,252,859     30,649,328
    Fidelity Freedom 2020 Fund     29,326,633     25,349,154
    Fidelity Freedom 2030 Fund     8,293,149     6,163,870
    Fidelity Freedom 2040 Fund     1,888,084     1,151,451
    Fidelity Growth Company Fund     90,582,958     84,838,754
    Fidelity Puritan Fund     34,581,469     31,136,343
    Fidelity U.S. Equity Index Commingled Pool Class 2     57,362,620     51,065,590
    Franklin Small-Mid Cap Growth Class A     57,851,567     53,936,844
    Janus Worldwide Fund         4,881,398
    Neuberger Berman Guardian Trust Fund         21,900,672
    Allianz CCM Capital Appreciation Fund Administrative Class     14,644,705     12,949,454
    Templeton Foreign Class A     17,092,349     10,168,454
    Vanguard Windsor II Admiral Class     42,050,806     14,436,441
   
 
      Total registered investment companies     415,969,969     377,989,916

Tyco Stock Fund

 

 

33,866,072

 

 

28,272,618
Participant notes receivable     15,550,537     15,692,802
   
 
      Total investments at fair value     465,386,578     421,955,336
  At contract value:            
    Interest Income Fund     143,797,860     146,290,519
   
 
      Total investments     609,184,438     568,245,855
   
 
Employer contributions receivable     797,775     491,393
Participants' contributions receivable     950,016     549,345
Net receivable from affiliated plans (see Note 7)     214,500     852,445
   
 
      Total receivables     1,962,291     1,893,183
   
 
Net assets available for benefits   $ 611,146,729   $ 570,139,038
   
 

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

6



Tyco International (US) Inc.
Retirement Savings and Investment Plan III
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2004

Sources of net assets        
  Investment income from the Tyco International (US) Inc.        
    Retirement Savings and Investment Plan Master Trust   $ 57,575,731  
   
 
  Employer contributions     27,883,383  
  Participants' contributions     38,422,154  
   
 
    Total contributions     66,305,537  
   
 
    Total sources     123,881,268  
   
 
Application of net assets        
  Benefits paid to participants     63,458,929  
  Administrative expenses paid from forfeitures     242,385  
  Participant fees     133,434  
   
 
    Total applications     63,834,748  
   
 
Net increase prior to transfers to affiliated and other qualified plans     60,046,520  
Transfers to affiliated and other qualified plans (Note 8)     (19,038,829 )
   
 
Net increase in net assets available for benefits     41,007,691  
Net assets available for benefits:        
  Beginning of year     570,139,038  
   
 
  End of year   $ 611,146,729  
   
 

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

7



Tyco International (US) Inc.
Retirement Savings and Investment Plan III
Notes to Financial Statements

December 31, 2004

1.    Description of Plan

        The Tyco International (US) Inc. Retirement Savings and Investment Plan III (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") into the Plan. The Plan constitutes a successor to and continuation of the portion of the Kendall Plan that contained the account balances of hourly employees (both active and terminated) of the Kendall Company, a division of Tyco International (US) Inc. ("Tyco" or "Plan Sponsor"). Effective August 3, 2002, the Plan was amended and restated to incorporate amendments made to the Plan after the January 1, 2001 restatement and reflects the reorganization of certain of the 401(k) retirement plans sponsored by Tyco International (US) Inc. in order to more closely align the participants in such plans with the various business units of the controlled group.

        The Plan is a defined contribution plan sponsored by Tyco and is available to certain salaried and non-union hourly employees of Tyco affiliated companies (the "Companies") employed by the Tyco Fire Business Segment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Selected Plan provisions are described below. Participants should refer to the Plan agreement and summary plan description for more complete information.

    Eligibility

        Plan participants must be at least eighteen years old and have met certain service requirements with the participating Companies.

    Contributions

        Contributions are subject to Internal Revenue Code ("IRC") limitations. Contributions to the Plan are funded on a per pay period basis.

        Participant contributions—Participants make a minimum voluntary contribution and may increase their voluntary contributions up to a certain limit of compensation. Currently, non highly compensated employees can contribute up to 35% of eligible compensation on a before tax and or after tax basis. Highly compensated employees are limited to 15% of eligible compensation on a before tax and or after tax basis.

        Employer contributions may vary by participating companies. Currently all participating companies provide the same employer contributions based on the following schedule:

Years of Service

  Employee
Contributes

  Employer
Contributes

 
Less than 10   1 % 5 %
10-19   2 % 6 %
20-24   3 % 7 %
25-29   4 % 8 %
30 or more   5 % 9 %

8


    Merger Activity

        As a result of acquisitions and divestitures by Tyco affiliated companies, there are certain plan mergers and related transfers from (to) affiliated and other qualified plans. See Note 8 for detail of transferred balances relating to Plan mergers.

    Participant Accounts

        Each participant's account is credited with the participant's contribution, employer contribution, and an allocation of earnings, and is charged with participant fees, as applicable. Participants are entitled to the benefit that can be provided from the participant's vested account.

    Vesting

        Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Companies' contribution portion of their accounts plus actual earnings thereon is based on years of vesting service. Effective January 1, 2002, participants who perform an hour of service on or after that date are fully vested following three years of vesting service. Additionally, 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 credited service. However, participants from a former employer's plan that was merged into the Plan could continue under the former plan's vesting schedule. Amounts forfeited prior to vesting are used to reduce future employer contributions (including any required qualified non-elective contributions, if any) and/or to pay plan administrative expenses.

    Forfeitures

        Nonvested forfeitures may be used to reduce expenses or matching contributions. During 2004, forfeitures used to reduce administrative expenses and contributions totaled $242,385 and $293,071, respectively. At December 31, 2004 and 2003, forfeited nonvested accounts totaled $53,017 and $198,029, 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. The investment options consist of registered investment companies; the Interest Income Fund (see Note 5) and the Tyco Stock Fund (see Note 6).

    Participant Notes Receivable

        Participants are allowed to borrow from their 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 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

9


secured and bear a reasonable interest rate. Loans must be repaid through payroll deductions and upon termination of service; all loans must be repaid in full. Interest rates ranged from 4.0% to 11.0% at December 31, 2004 and 2003.

    Payment of Benefits

        On termination of service, death, disability or retirement, a participant may elect to receive either a lump sum amount equal to the participant's vested interest in their account or to have an annuity purchased by the Plan on their behalf, in accordance with the terms of the Plan agreement.

    Administrative Expenses

        Expenses for participant loan and hardship withdrawal transactions are paid by the Plan by reducing the balances of those participants initiating the transaction. Other expenses (generally including recordkeeping, communications, legal, consulting, and audit fees) incurred in the administration of the Plan are offset against forfeitures, except for certain investment fees which are offset against investment income.

    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. Fidelity Investments Institution Operations Company, Inc. maintains the participant accounts as recordkeeper 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 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 are prepared under the accrual method of accounting.

    Investments in the Master Trust

        The Plan participates in the Tyco International (US) Inc. Retirement Savings and Investment Plan Master Trust (the "Master Trust") with other Tyco sponsored defined contribution plans.

        The Plan's investment in the Master Trust is recorded at an amount equal to the Plan's interest in the underlying investments of the Master Trust. Investments of the Master Trust are stated at fair value with the exception of investment contracts and insurance contracts. Common shares are valued based on quoted market prices. Registered investment companies and bank collective investment funds are valued based on net asset value. Investment and insurance contracts are valued at contract value (cost

10



plus accrued interest) which approximates fair value. Participant notes receivable are valued at cost which approximates fair value. 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 investment income (loss) from the Master Trust (including interest, dividends, net unrealized and realized gains and losses) based upon each plan's participants' ownership in the underlying investments 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 each plan, as applicable. Certain investment management fees are offset against investment income.

    Benefit Payments

        Benefit payments to participants are recorded when distributed.

    Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 Internal Revenue Service has determined and informed the Plan Sponsor by a letter dated October 8, 2003 that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. Therefore, no provision for income taxes is required.

4.    Investments in the Master Trust

        As explained in Note 2, the Plan's assets are commingled with the assets of several other Tyco sponsored defined contribution plans in the Master Trust. Fidelity Management Trust Company, the trustee for the Master Trust, holds the Master Trust's investment assets, provides recordkeeping and 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 approximately 13% and 14% at December 31, 2004 and 2003, respectively. The Plan's relative share of ownership varies in each of the underlying investments of the Master Trust.

11



        The following table presents the fair values of investments for the Master Trust. Certain amounts in 2003 financial information have been reclassified to conform to the 2004 presentation.

 
  December 31,
 
  2004
  2003
Assets            
Investments at fair value            
  Registered investment companies   $ 2,983,762,804   $ 2,550,508,600
  Common stock funds     519,054,060     428,033,457
  Bank collective investment funds     32,587,744     32,240,848
  Participant notes receivable     139,814,828     123,029,297
   
 
    Total investments at fair value     3,675,219,436     3,133,812,202

Investments at contract value

 

 

 

 

 

 
  Investment contracts     969,763,786     930,828,532
   
 
   
Total Investments

 

$

4,644,983,222

 

$

4,064,640,734
   
 

        Investment income for the Master Trust is as follows:

 
  Year Ended
December 31,
2004

Investment income      
  Net appreciation in fair value of investments:      
    Registered investment companies   $ 259,957,081
    Common stock funds     126,974,789
    Net appreciation in investments contracts, at contract value     39,315,858
    Interest and dividends     42,609,555
   
    Total Investment Income   $ 468,857,283
   

5.    Interest Income Fund

        The Interest Income Fund is an investment option offered to participants and is comprised of investment contracts issued by banks, insurance companies, investment companies and other financial

12



institutions and bank collective investment funds. The following information relates to the Interest Income Fund in the Master Trust:

 
   
  Year Ended December 31, 2004
   
 
  No. of
Contracts

  No. of
Institutions

  Range of
Crediting Rates

  Average
Yield

Interest Income Fund   21   15   3.35%–7.45%   4.30%
 
   
  Year Ended December 31, 2003
   
 
  No. of
Contracts

  No. of
Institutions

  Range of
Crediting Rates

  Average
Yield

Interest Income Fund   28   16   3.66%–7.45%   4.26%

        Interest is credited on the contributions deposited in these contracts at a fixed rate as stipulated in the contracts.

        The investment committee manages the Interest Income Fund through an investment management agreement which requires issuers to maintain certain credit ratings and serves to limit the total exposure to any single investment contract or issuer.

6.    Related Party Transactions

        The Plan invests in a unitized stock fund, Tyco Stock Fund ("Fund"), which is comprised of a short-term investment fund component and common shares of Tyco International Ltd., ultimate parent of the Plan Sponsor. The unit values of the Fund are recorded and maintained by Fidelity Management Trust Company, Trustee of the Master Trust and the Plan. Plan participants may direct 0% to 25% of their employee and employer contributions to the Tyco Stock Fund. In addition, participants may exchange a portion of their account balance into the Tyco Stock Fund, provided the transaction does not cause the portion of their account balance invested in the Tyco Stock Fund to exceed 25%. During the year ended December 31, 2004, the Plan purchased units in the Fund in the approximate amount of $4,800,000, sold units in the Fund in the approximate amount of $8,600,000, and had net appreciation in the fair value of investments of approximately $9,400,000. The total value of the Plan's investment in the Fund was approximately $33,900,000 and $28,300,000 at December 31, 2004 and 2003, respectively.

        Certain of the Plan's assets are invested in registered investment companies for which Fidelity Management and Research Company ("FMR Corp.") provides investment advisory services. FMR Corp. is an affiliate of both Fidelity Management Trust Company, the Trustee of the Plan, and Fidelity Investments Institutional Operations Company, Inc., recordkeeper of the Plan. Expenses paid to FMR Corp. and/or its affiliates by the Plan during the year ended December 31, 2004 were approximately $133,648. These transactions, as well as participant loans, qualify as party in interest transactions.

13



Tyco International (US) Inc.
Retirement Savings and Investment Plan III
Notes to Financial Statements

December 31, 2004

7.    Net Receivable From Affiliated Plans Resulting From Reorganization

        The Plan is one of six Retirement Savings and Investment Plans ("RSIPs" or "Plans") sponsored by Tyco. Effective August 3, 2002, Tyco elected to restructure the various RSIPs so that the organization of the RSIPs more closely aligned with the organization of Tyco's business units. This restructuring involved transferring participant balances of certain Tyco divisions from one RSIP to another. Net receivable to affiliated plans represent pending transfers between the various RSIPs resulting from final adjustments to the reorganization balances of the RSIPs. Net receivable from affiliated plans, RSIPs I and II, was approximately $214,500 and $852,445, at December 31, 2004 and December 31, 2003, respectively.

8.    Transfers to Affiliated and Other Qualified Plans

        During the year ended December 31, 2004, assets transferred to affiliated and other qualified plans were as follows:

Plan Name

  Date
Transferred

  Assets
Transferred

Avox Systems 401(K) Plan   11/19/04   $ 8,091,970
Graphics Control LLC Personal Retirement and Savings Plan   08/02/04     10,946,859
       
        $ 19,038,829
       

9.    Litigation Contingency

        Tyco International Ltd ("TIL") and certain of its current and former employees, officers and directors, have been named as defendants in eight class actions brought under ERISA. The complaints purport to bring claims on behalf of the Plans and the participants therein. Two of the actions were filed in the United States District Court for the District of New Hampshire and the six remaining actions were transferred to that Court by the Judicial Panel on Multidistrict Litigation. All eight actions have been consolidated in the District Court in New Hampshire (the "Court").

        On February 3, 2003 the plaintiffs filed a Consolidated Amended Complaint asserting causes of action under ERISA. That complaint named as defendants TIL and certain of its present and former officers and directors, its wholly owned subsidiary Tyco, its retirement committee, and certain of its present and former officers, directors and employees. The complaint asserts that the defendants breached their fiduciary duties under ERISA by negligently misrepresenting and negligently failing to disclose material information concerning, among other things, the following in TIL's financial statements: related-party transactions and executive compensation; mergers and acquisitions and the accounting thereof, as well as allegedly undisclosed acquisitions; and misstatements of financial results. The complaint also asserts that the defendants breached their fiduciary duties by allowing the Plans to invest in TIL shares when it was not a prudent investment. The plaintiffs seek a declaration that the defendants are not entitled to protection under ERISA's safe harbor provision; an order compelling the defendants to make good to the Plans all losses caused by the defendants' alleged breaches of fiduciary duty; imposition of a constructive trust on any amount by which any defendant was unjustly enriched; and order enjoining future violations of ERISA; actual damages in the amount of any losses the Plans

14



suffered; costs and attorneys' fees; and an order for equitable restitution and other appropriate equitable monetary relief.

        On April 4, 2003, TIL and several other defendants moved to dismiss the consolidated complaint. Shortly thereafter the other defendants also moved to dismiss. On November 6, 2003, the plaintiffs filed a motion to add eleven current and former employees as defendants. On December 2, 2004, the United States District Court for the District of New Hampshire granted Tyco's motion, in part, and denied it in part. The Court granted Tyco's motion to dismiss two employee defendants, all former directors of Tyco International Ltd. and the former officers of Tyco International Ltd., other than the former Chief Executive Officer, as defendants in the case. The Court also dismissed Count II asserting negligent misrepresentation claims against Tyco International Ltd. and its former Chief Executive Officer. The Court denied Tyco's motion to dismiss Count I alleging breach of fiduciary duty against Tyco International Ltd., Tyco International (US) Inc., the Board of Directors of Tyco International (US) Inc., the Tyco (US) Retirement Committee and the former Chief Executive Officer of Tyco International Ltd., as well as Count II alleging negligent misrepresentation against Tyco International (US) Inc., the Tyco (US) Retirement Committee and the Board of Directors of Tyco International (US) Inc.

        On January 12, 2005, the United States District Court for the District of New Hampshire denied, without prejudice, TIL's motion to dismiss certain additional individual defendants from the action. On January 20, 2005, Plaintiffs filed a motion for class certification, which motion remains pending before the Court. On January 27, 2005, the Company answered the plaintiffs' consolidated complaint. Also, on January 28, 2005, the Company and certain individual defendants filed a motion for reconsideration of the Court's January 12, 2005 order, insofar as it related to the Tyco (US) Retirement Committee, which remains pending before the court.

        On July 24, 2002, TIL received notice that the U.S. Department of Labor ("DOL") had initiated a review of one of the seven RSIPs. As the investigation progressed, it expanded to encompass all seven of the RSIPs.

        In conjunction with the inquiry, the DOL made several requests for documentation and information regarding the Plans. The DOL issued subpoenas for records from TIL and from Fidelity Management Trust and Fidelity Investments Institutional Operations Company, Inc. in their capacity as trustee and recordkeeper respectively, for the RSIPs. Recently, the DOL has advised us that it will begin conducting discovery interviews with certain former employees.

        The current focus of the DOL's inquiry concerns investment losses allegedly experienced by the RSIPs due to their investments in TIL common shares. The DOL has authority to bring suit on behalf of the RSIPs and their participants against those acting as fiduciaries to the RSIPs for recovery of losses and additional penalties, although it has not informed TIL of any intention to do so. The DOL has given no indication of any preliminary conclusions based on its inquiry to date, nor has it offered a timeframe in which it anticipates concluding its inquiry.

15



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 (US) INC. RETIREMENT
SAVINGS AND INVESTMENT PLAN III

Date: June 27, 2005

 
  Jane F. Greenman
Chairperson, Administrative Committee

16




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REQUIRED INFORMATION
Tyco International (US) Inc. Retirement Savings and Investment Plan III Table of Contents
Report of Independent Registered Public Accounting Firm
Tyco International (US) Inc. Retirement Savings and Investment Plan III Statements of Net Assets Available for Benefits
Tyco International (US) Inc. Retirement Savings and Investment Plan III Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2004
Tyco International (US) Inc. Retirement Savings and Investment Plan III Notes to Financial Statements December 31, 2004
Tyco International (US) Inc. Retirement Savings and Investment Plan III Notes to Financial Statements December 31, 2004
SIGNATURES
EX-23.1 2 a2160044zex-23_1.htm EXHIBIT 23.1
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EXHIBIT 23.1


Consent of Independent Registered Public Accounting Firm

        We consent to the incorporation by reference in the Registration Statement No. 333-33999 of Tyco International Ltd. on Form S-8 of our report dated June 23, 2005, relating to the financial statements of the Tyco International (US) Inc. Retirement Savings and Investment Plan III as of and for the years ended December 31, 2004 and 2003, which appears in this Form 11-K.


 

 

 

 

/s/  
MITCHELL & TITUS, LLP    
New York, New York
June 27, 2005



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-----END PRIVACY-ENHANCED MESSAGE-----