-----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, N2aQjNRwHbukZB0jgCv9Qw++kNZcyLIoYWrUATa67i5iMx0fWIUvV4zZ9KqJZy40 6DZ0xhFRZyzsLHlbubx3Cw== 0001047469-06-009073.txt : 20060629 0001047469-06-009073.hdr.sgml : 20060629 20060629142342 ACCESSION NUMBER: 0001047469-06-009073 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 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: 06933108 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 a2171382z11-k.htm 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, 2005

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 I
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 I
Financial Statements and Supplemental Schedule
December 31, 2005
With Report of Independent Registered Public
Accounting Firm

3



Tyco International (US) Inc.
Retirement Savings and Investment Plan I
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, 2005 and 2004   6
  Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2005   7
  Notes to Financial Statements   8
Supplemental Schedule:    
  Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)   16

4



Report of Independent Registered Public Accounting Firm

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

        We have audited the accompanying statements of net assets available for benefits of Tyco International (US) Inc. Retirement Savings and Investment Plan I ("Plan") as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. 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, 2005, and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

        Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2005 is presented for the purpose of additional analysis and is not a required part of the financial statements, but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/  MITCHELL & TITUS, LLP     
New York, New York
June 26, 2006

5



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

 
  December 31,
 
  2005
  2004
Assets            
  Investment in the Tyco International (US) Inc.            
  Retirement Savings and Investment Plan Master Trust:            
Investments            
  At fair value:            
    Interest in registered investment companies:            
      American Bond Fund of America CL A   $   $ 51,671,119
      Fidelity Freedom Income Fund     6,436,359     5,925,334
      Fidelity Freedom 2000 Fund     11,294,936     10,383,292
      Fidelity Freedom 2010 Fund     49,555,451     42,378,952
      Fidelity Freedom 2020 Fund     59,895,266     49,161,032
      Fidelity Freedom 2030 Fund     37,817,637     32,026,479
      Fidelity Freedom 2040 Fund     7,472,281     4,672,515
      Fidelity Growth Company Fund     311,214,164     278,316,144
      Fidelity Puritan Fund         106,516,122
      Fidelity U.S. Equity Index Commingled Pool Class 2     200,502,965     199,552,898
      Fidelity Balanced Fund     113,166,780    
      Franklin Small-Mid Cap Growth Class A     86,964,489     75,086,191
      Allianz CCM Capital Appreciation Fund Administrative Class     40,197,775     30,700,215
      Templeton Foreign Class A     67,259,609     51,176,049
      Vanguard Windsor II Admiral Class     161,278,645     138,641,693
   
 
        Total registered investment companies     1,153,056,357     1,076,208,035
    Intermediate Term Bond     58,141,789    
    Tyco Stock Fund     120,690,773     163,140,132
   
 
        Total investments at fair value     1,331,888,919     1,239,348,167
  At cost:            
    Participant notes receivable     44,097,893     42,410,227
  At contract value:            
    Interest Income Fund     362,071,072     349,472,816
   
 
        Total investments     1,738,057,884     1,631,231,210
   
 
Employer contributions receivable     11,555,149     11,053,737
Participants' contributions receivable     2,847,874     487,129
   
 
        Total receivables     14,403,023     11,540,866
   
 
        Total assets     1,752,460,907     1,642,772,076
Liabilities            
Net payable to affiliated plans (see Note 8)         371,470
   
 
Net assets available for benefits   $ 1,752,460,907   $ 1,642,400,606
   
 

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

6



Tyco International (US) Inc.
Retirement Savings and Investment Plan I
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2005

Sources of net assets        
  Investment income from the Tyco International (US) Inc.        
    Retirement Savings and Investment Plan Master Trust   $ 78,804,373  
   
 
  Employer contributions     70,194,530  
  Participants' contributions     85,245,196  
   
 
    Total contributions     155,439,726  
   
 
    Total sources     234,244,099  
   
 

Application of net assets

 

 

 

 
  Benefits paid to participants     117,714,610  
  Administrative expenses paid from forfeitures     387,817  
  Participant fees     255,297  
   
 
    Total applications     118,357,724  
   
 
Net increase prior to transfer to affiliated and other qualified plan     115,886,375  
Transfer to affiliated and other qualified plans (Note 9)     (5,826,074 )
   
 
Net increase in net assets available for benefits     110,060,301  
Net assets available for benefits:        
  Beginning of year     1,642,400,606  
   
 
  End of year   $ 1,752,460,907  
   
 

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

7



Tyco International (US) Inc.

Retirement Savings and Investment Plan I

Notes to Financial Statements

December 31, 2005

1.    Description of Plan

        Effective October 1, 1978, the Simplex Salaried Employee Money Purchase Plan was established for the benefit of eligible salaried employees. Following the establishment of the plan, subsequent amendments were adopted. Effective January 1, 1988, the Plan was again amended and restated in its entirety to change the name of the Plan to the Tyco Laboratories, Inc. and Affiliate Companies Retirement Savings and Investment Plan. Effective July 1, 1997, the Plan was further amended and restated to change the name of the Plan to Tyco International (US) Inc. Retirement Savings and Investment Plan I to allow basic after-tax contributions.

        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 Tyco International (US) Inc. Retirement Savings and Investment Plan I (the "Plan") is a defined contribution plan sponsored by Tyco International (US) Inc. ("Tyco" or "Plan Sponsor"), and is available to certain salaried and non-union hourly employees of Tyco affiliated companies (the "Companies") employed by Tyco Electronics and Tyco Corporate. 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.

    Contributions

        Contributions are subject to Internal Revenue Code ("IRC") limitations. Contributions to the Plan are funded on a per pay period basis, except for transitional benefits, which are paid annually.

        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 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 after tax basis. Highly compensated employees eligible for Tyco's non qualified plan (Supplemental Savings and Retirement Plan) are limited to 8% on a before tax basis. They are not eligible to make after tax contributions.

        Employer contributions—Certain voluntary contributions are matched by the Companies. Certain supplemental employer contributions are made based on the participants' years of service in accordance with the terms of the Plan agreement. Employer contributions vary by participating Companies. Participants in the Plan who previously participated in certain plans sponsored by former employers may be eligible for transitional benefits.

8



    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 2005, forfeitures used to pay for administrative expenses and reduce employer contributions totaled $387,817 and $60,799, respectively. At December 31, 2005 and 2004, forfeited nonvested accounts totaled $39,885 and $180,861, 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, a managed bond fund (see Note 5); the Interest Income Fund (see Note 6) and the Tyco Stock Fund (see Note 7).

    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 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% to 12% at December 31, 2005 and 2004.

9


    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 participant by reducing the participant's account balance. 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 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.

10



        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 Plan obtained its latest determination letter on October 8, 2003, in which the Internal Revenue Service stated that the plan, as then designed, was in compliance with the applicable requirements of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.

4.    Risk and Uncertainties

        The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities 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.

5.    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 35% at December 31, 2005 and 2004. 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 the 2004 financial information have been reclassified to conform to the 2005 presentation.

 
  December 31,
 
  2005
  2004
Assets            
Investments at fair value            
  Registered investment companies   $ 3,241,557,160   $ 2,983,762,804
  Managed bond fund     180,018,745    
  Common stock funds     366,877,853     519,054,060
   
 
    Total investments at fair value     3,788,453,758     3,502,816,864
Investments at cost            
  Participant notes receivable     151,068,110     139,814,828
Investments at contract value            
  Investment contracts     1,061,336,879     1,002,351,530
   
 
    Total investments   $ 5,000,858,747   $ 4,644,983,222
   
 

        Investment income for the Master Trust is as follows:

 
  Year Ended
December 31,
2005

 
Investment income        
  Net appreciation in fair value of investments:        
    Registered investment companies   $ 188,106,365  
    Common stock funds     (90,328,590 )
    Net appreciation in investments contracts, at contract value     43,153,425  
    Interest and dividends     71,417,912  
   
 
      Total investment income   $ 212,349,112  
   
 

6.    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, 2005
 
 
  No. of
Contracts

  No. of
Institutions

  Range of
Crediting Rates

  Average
Yield

 
Interest Income Fund   17   12   3.35%–5.55%   4.52 %
 
  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 %

        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 the investment manager to invest only in issuers with certain credit ratings; and to maintain a minimum average credit rating for the fixed income portfolio, this serves to limit the total exposure to any single investment contract or fixed income issuer other than securities of the U. S. government and U. S. government agencies.

7.    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, 2005, the Plan purchased units in the Fund of approximately $16,200,000, sold units in the Fund of approximately $29,400,000 and had net depreciation in the fair value of investments of approximately $29,200,000. The total value of the Plan's investment in the Fund was approximately $120,700,000 and $163,100,000 at December 31, 2005 and 2004, 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, 2005 were approximately $201,800. These transactions, as well as participant loans, qualify as party in interest transactions.

13



8.    Net Payable to 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 payable to affiliated plans represent pending transfers between the various RSIPs resulting from final adjustments to the reorganization balances of the RSIPs. Net payable to affiliated plans, RSIPs II, III, and IV, was approximately $0 and $371,470, at December 31, 2005 and December 31, 2004, respectively.

9.    Net Transfer to Affiliated and Other Qualified Plans

        During the year ended December 31, 2005, assets transferred (to) from affiliated and other qualified plans were as follows:

Plan Name

  Date Transferred
  Assets Transferred
 
Net transfers to other RSIPs   Various   $ (374,156 )
VSNL Telecommunications (US) Inc. 401(k) Savings Plan   7/29/05     (5,451,918 )
       
 
        $ (5,826,074 )
       
 

10.    Litigation Contingency

        Tyco International Ltd and its subsidiaries ("TIL") and certain of its current and former employees, officers and directors, have been named as defendants in eight class actions brought under ERISA. 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"). The complaints purported to bring claims on behalf of the Plans and the participants therein.

        On January 12, 2005, the United States District Court for the District of New Hampshire denied, without prejudice, TIL's motion to dismiss certain individual defendants from the action. On January 20, 2005, Plaintiffs filed a motion for class certification. On January 27, 2005, TIL answered the plaintiffs' consolidated complaint. Also, on January 28, 2005, TIL 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. On May 25, 2005, the Court denied the motion for reconsideration. On July 11, 2005, TIL and certain individual defendants opposed plaintiffs' motion for class certification. That motion is still pending.

        In addition, TIL and certain of its current and former executives have received requests from the United States Department of Labor ("DOL") for information concerning the administration of the RSIPs. The current focus of the DOL's inquiry concerns investment losses allegedly experienced by the RSIPs due to their investments in TIL's common shares. The DOL has authority to bring suit on behalf

14



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.

11.    Subsequent Events

        On January 13, 2006, TIL announced that its Board of Directors approved a plan to separate into three separate, publicly traded companies, Tyco Healthcare, Tyco Electronics, and a combination of Tyco Fire and Security and Engineered Products and Services. The transaction is expected to occur during the first quarter of calendar 2007. It is anticipated that as a result of this transaction several of the RSIP plans will be changing plan sponsors. In addition assets will be transferred between the RSIPs prior to the transaction to align participants with their respective post separation company.

        On February 16, 2006, Tyco announced that it had closed the previously announced sale of the Plastics, Adhesives and Ludlow Coated Products businesses to an affiliate private investment company, Apollo Management, L.P. Effective April 13, 2006, based on the terms of the purchase agreement, a balance of approximately $121,200,000 was transferred for all Plastics, Adhesives and Ludlow Coated Products plan participants who were active at the time of the transaction to the new Company's 401(k) plan, "Covalence Specialty Materials Corporation Retirement Savings and Incentive Plan". At December 31, 2005, the majority of these participants had account balances in RSIP II, however there were some union employees with balances in RSIP V. In addition, there were some Corporate and Electronics employees who transferred with the sale that had balances in RSIP I.

15


PLAN NUMBER 008
EIN 58-1113677

 

Tyco International (US) Inc.
Retirement Savings and Investment Plan I
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)
December 31, 2005


(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


*   Participant Loans   Interest rates ranging from
4.00% to 12.00%
  $   $ 44,097,893



 


*
Denotes a party-in-interest to the Plan.

16



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 I

Date: June 26, 2006

 

/s/  
JANE F. GREENMAN      
Jane F. Greenman
Chairperson, Administrative Committee



QuickLinks

REQUIRED INFORMATION
Tyco International (US) Inc. Retirement Savings and Investment Plan I Table of Contents
Report of Independent Registered Public Accounting Firm
Tyco International (US) Inc. Retirement Savings and Investment Plan I Statements of Net Assets Available for Benefits
Tyco International (US) Inc. Retirement Savings and Investment Plan I Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2005
Tyco International (US) Inc. Retirement Savings and Investment Plan I Notes to Financial Statements December 31, 2005
SIGNATURES
EX-23.1 2 a2171382zex-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 26, 2006, relating to the financial statements of the Tyco International (US) Inc. Retirement Savings and Investment Plan I as of December 31, 2005 and 2004 and for the year ended December 31, 2005, and the related schedule as of December 31, 2005, which appears in this Form 11-K.

    /s/  MITCHELL & TITUS, LLP    
New York, New York
June 26, 2006



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Consent of Independent Registered Public Accounting Firm
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