0001104659-12-045893.txt : 20120626 0001104659-12-045893.hdr.sgml : 20120626 20120626164802 ACCESSION NUMBER: 0001104659-12-045893 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111231 FILED AS OF DATE: 20120626 DATE AS OF CHANGE: 20120626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13836 FILM NUMBER: 12927633 BUSINESS ADDRESS: STREET 1: FREIER PLATZ 10 CITY: SCHAFFHAUSEN STATE: V8 ZIP: CH-8200 BUSINESS PHONE: 609-720-4200 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL MANAGEMENT CO STREET 2: 9 ROSZEL ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ DATE OF NAME CHANGE: 19970715 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 11-K 1 a12-14440_211k.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)

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

 

For the fiscal year ended December 31, 2011

 

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

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.

Freier Platz 10

Schaffhausen, CH-8200 Switzerland

 

 

 



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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 5 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

 

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Tyco International

Retirement Savings and Investment Plan

Financial Statements and Supplemental Schedules

December 31, 2011 and 2010

With Report of Independent Registered Public

Accounting Firm

 

3



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Tyco International

Retirement Savings and Investment Plan

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, 2011 and 2010

6

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2011

7

Notes to Financial Statements

8

Supplemental Schedules:

 

Schedule H, Line 4(a)*—Schedule of Delinquent Participant Contributions

18

Schedule H, Line 4(i)*—Schedule of Assets (Held at End of Year)

18

 


*                           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, 2011.

 

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.

 

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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, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011.  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, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011 in conformity with U.S. generally accepted accounting principles.

 

Our audit was conducted for the purpose of expressing 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 2011 financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic 2011 financial statements taken as a whole.

 

 

/s/ Crowe Horwath LLP

 

 

Oak Brook, Illinois

June 26, 2012

 

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Tyco International

Retirement Savings and Investment Plan

Statements of Net Assets Available for Benefits

As of December 31, 2011 and 2010

 

 

 

December 31,

 

 

 

2011

 

2010

 

Assets

 

 

 

 

 

Interest in the Tyco International Retirement Savings and Investment Plan Master Trust

 

$

2,218,300,138

 

$

2,113,996,448

 

Employer contributions receivable

 

2,097,348

 

1,617,004

 

Participants’ contribution receivable

 

2,611,925

 

2,043,361

 

Total receivables

 

4,709,273

 

3,660,365

 

Total assets

 

2,223,009,411

 

2,117,656,813

 

 

 

 

 

 

 

Net assets reflecting all investments at fair value

 

2,223,009,411

 

2,117,656,813

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

 

(8,300,189

)

Net assets available for benefits

 

$

2,223,009,411

 

$

2,109,356,624

 

 

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

 

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Tyco International

Retirement Savings and Investment Plan

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2011

 

Sources of net assets

 

 

 

Investment income from the Tyco International Retirement Savings and Investment Plan Master Trust

 

$

19,548,659

 

Employer contributions

 

92,119,179

 

Participants’ contributions

 

129,296,502

 

Total contributions

 

221,415,681

 

Total sources

 

240,964,340

 

 

 

 

 

Application of net assets

 

 

 

Benefits paid to participants

 

213,584,542

 

Administrative expenses

 

1,717,556

 

Total applications

 

215,302,098

 

Net increase prior to transfers from affiliated plans

 

25,662,242

 

Net transfers from affiliated plans (Note 8)

 

87,990,545

 

Net increase in net assets available for benefits

 

113,652,787

 

Net assets available for benefits:

 

 

 

Beginning of year

 

2,109,356,624

 

End of year

 

$

2,223,009,411

 

 

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

 

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Tyco International

Retirement Savings and Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

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”) merging 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.

 

Effective October 1, 2010, in anticipation of the sale of a majority interest in Tyco Electrical and Metal Products (“TEMP”), a business segment within Tyco International, the Tyco International Savings and Investment Plan V (“RSIP V”) was merged into the Plan after the transfer of RSIP V assets for all TEMP employees to Tyco International Retirement Savings and Investment Plan IV (“RSIP IV”). In conjunction with the aforementioned transfer, assets for non-TEMP employees were transferred from RSIP IV into the Plan.

 

On May 14, 2010 Tyco, International Ltd. (“Tyco”, “TIL” or “Company”) completed the acquisition of Brink’s Home Security Holdings, Inc. (“Brink’s Home Security”).  On January 28, 2011, the assets relating to the Brink’s Home Security Plan were transferred to the Tyco Retirement Savings and Investment Plan.  See Note 8.

 

On September 19, 2011, Tyco announced that its Board of Directors (“the Board”) approved a plan to separate the Company into three separate, publicly traded companies consisting of the Company’s North American residential security business, its flow control business, and its commercial fire and security by spinning off the North American residential security business and flow control business in a tax free pro rata distribution to shareholders. On March 28, 2012, Tyco announced that it entered into a definitive agreement to combine its flow control business with Pentair, Inc. (“Pentair”) in a tax-free, all-stock merger (“the Merger”), immediately following the spin off of the flow control business.  See Note 10.

 

It is anticipated upon the Merger, plan assets attributable to North American residential security participants and Flow participants respectively, will be spun off to two new plans. Each new plan will be sponsored by their respective new company.

 

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 2011, 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 13% of eligible compensation on a before-tax basis and up to an additional 7% 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 13% on a before-tax basis not to exceed $14,000 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.

 

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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, 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 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 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, 2011 and 2010, forfeited nonvested accounts totaled $554,520 and $276,486, 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.

 

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.

 

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 (“QDRO”) 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 of $6 per quarter were implemented on plan participants with account balances.   Fidelity automatically deducts these fees from participant accounts on a quarterly basis.

 

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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 Institutional Operations Company, Inc. 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 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 Tyco International Retirement Savings and Investment Plan Master Trust (the “Master Trust”) with other Tyco sponsored defined contribution plans, which consist of the Tyco International Retirement Savings and Investment Plan V (through October 1, 2010), the Tyco International Retirement Savings and Investment Plan IV(through June 2, 2011), and the Tyco International Retirement Savings and Investment Plan VI (“RSIP VI”) (with respect to the Tyco International Ltd. Stock Fund, Interest Income Fund,  Mid-Cap Equity Blend Fund, and the Large Cap Equity Fund only) (collectively with the Plan, the “RSIPs”).

 

The Plan’s investment in 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 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 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.

 

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

 

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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:

 

Cash and interest bearing cash are 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 U.S. equity, balanced (equities and bonds) and target retirement age mutual funds.  The target retirement age mutual funds automatically reduce the equity allocation as the participant approaches the targeted retirement year and beyond.

 

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 a diversified portfolio of large international equities, another holds an interest in an underlying US debt index fund and a money market fund, 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 that seek to achieve a high total return through investments in a combination of domestic and international equity and debt until the trusts’ target retirement date.  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.

 

Fully benefit-responsive investment contract values are estimated by discounting the projected cash flows based upon current yields for contracts with comparable durations and credit quality of the issuers (level 2 inputs).

 

Wrapper contracts, or synthetic guaranteed investment contracts, generally cover a diversified portfolio of government and corporate bonds and collective trusts. The contract amortizes the realized and unrealized gains from the underlying investments through adjustments to the crediting rate earned by the Participants in the fund. The writer of the contract provides assurances that adjustments to the rate earned by participants do not result in a future rate less than zero. A rate less than zero would result in a partial loss of principal and accumulated earnings.  Fair values of wrapper contracts associated with synthetic contracts are determined through matrix pricing models incorporating inputs for comparable contract size, duration, cash flows, the credit quality of the underlying portfolio and other terms (level 2 inputs).

 

U.S. Treasury securities and government agency securities traded on a national exchange or reported on the National Association of Securities Dealers Automated Quotations (“ NASDAQ”) are valued based upon the closing price reported in the active market in which the security is traded (level 1 inputs).  When no sales price is available, the fair values of U.S. Treasury securities and government agency securities may be determined through pricing models, such as a single cash flow model, that incorporate data on interest rate movements, pass-thru securities markets, bid evaluations and other pertinent data (level 2 inputs).  Residential mortgage-backed securities are priced using the most recent bid prices or potentially the mean of the latest bid and asked prices (level 2 inputs).

 

Corporate debt securities are valued based upon the closing price reported in the active market in which the security is traded, when available (level 1 inputs).  Other corporate bonds are valued based upon recent bid prices or the average of recent bid and asked prices when available (level 2 inputs) and, if not available, they are valued through matrix pricing models developed by sources considered by management to be reliable.  Matrix pricing, which is a mathematical technique commonly used to price debt securities that are not actively traded, values debt securities without relying exclusively on quoted prices for specific securities but rather by relying on securities’ relationship to other benchmark quoted securities (level 2 inputs).  Commercial mortgage-backed securities and other asset-backed securities are valued using matrix pricing

 

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(level 2 inputs).

 

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.

 

Fully Benefit-Responsive Investment Contracts

 

Net assets available for benefits reflect the Plan’s interest in the contract value of the fully benefit-responsive investment contracts held in the Master Trust, because the Plan’s allocable share of the difference between fair value and contract value for these investments is presented as a separate adjustment in the statement of net assets available for benefits.  Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses.   Participants in fully benefit-responsive contracts may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.   As of December 31, 2010 the Plan held a fully benefit-responsible investment contract in its interest in the Master Trust.  As of December 31, 2011, the Plan no longer held this investment in its interest in the Master Trust.

 

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 April 20, 2012 the Internal Revenue Service stated that the plan, as then designed was in compliance with the applicable requirements of the Internal Revenue Code (“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 they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.

 

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’s assets are commingled with the assets of other Tyco-sponsored defined contribution plans in the Master Trust. Fidelity Management Trust Company (“Fidelity”), the trustee for the Master Trust, 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.

 

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The Plan’s relative share of ownership of the total net assets of the Master Trust was approximately 99% and 94% as of December 31, 2011 and 2010, respectively. The Plan’s relative share of ownership varies in each of the underlying investments of the Master Trust.

 

The following table presents net assets held in the Master Trust, including fair value of investments held in the Master Trust, and the contract value adjustment, as applicable, pertaining to the Interest Income Fund held in the Master Trust as of December 31, 2011 and 2010.

 

 

 

December 31,

 

 

 

2011

 

2010

 

Investments at fair value

 

 

 

 

 

Interest bearing cash

 

$

2,200,914

 

$

143,441,948

 

Registered investment companies

 

 

 

 

 

U.S. Equity/Bond Mutual Funds

 

 

 

 

 

Fidelity Growth Company Fund

 

418,037,437

 

412,519,697

 

Vanguard Windsor II Fund

 

 

130,537,066

 

Spartan U.S. Equity Index Fund

 

 

108,395,121

 

Spartan S&P 500 Index Fund

 

111,334,862

 

 

Allianz CCM Capital Appreciation Fund

 

 

49,393,962

 

Vanguard Small-Cap Index Fund

 

59,637,045

 

56,410,683

 

Vanguard Prime Money Market Fund

 

463,357,962

 

 

Vanguard Short Term Bond Index Fund

 

12,385,496

 

4,159,331

 

DFA U.S. Small Cap Portfolio

 

1,473,685

 

 

International Equity

 

 

 

 

 

Spartan International Index Fund

 

29,148,906

 

 

Dodge & Cox International Stock

 

29,826,104

 

 

Target Date Mutual Funds

 

 

 

 

 

Fidelity Freedom 2000 Fund

 

 

21,844,040

 

Fidelity Freedom 2010 Fund

 

 

83,186,357

 

Fidelity Freedom 2020 Fund

 

 

159,117,982

 

Fidelity Freedom 2030 Fund

 

 

106,460,168

 

Fidelity Freedom 2040 Fund

 

 

56,577,189

 

Fidelity Freedom 2050 Fund

 

 

11,611,125

 

Balanced Blend Mutual Funds

 

 

 

 

 

Fidelity Balanced Fund

 

130,794,882

 

143,169,960

 

Fidelity Freedom Income Fund

 

 

12,785,899

 

Total registered investment companies

 

1,255,996,379

 

1,356,168,580

 

Collective Trusts

 

 

 

 

 

Target Date Funds

 

 

 

 

 

Pyramis Index Lifecycle 2000 Fund

 

30,505,771

 

 

Pyramis Index Lifecycle 2010 Fund

 

76,839,204

 

 

Pyramis Index Lifecycle 2020 Fund

 

164,791,551

 

 

Pyramis Index Lifecycle 2030 Fund

 

125,754,452

 

 

Pyramis Index Lifecycle 2040 Fund

 

78,275,251

 

 

Pyramis Index Lifecycle 2050 Fund

 

18,457,235

 

 

U.S. Equity Fund

 

 

 

 

 

SSGA S&P 400 Mid-Cap Index Fund

 

93,088,461

 

 

International Equity Fund

 

 

 

 

 

Alliance Bernstein International Style Fund

 

 

73,807,128

 

Blended Bond Fund

 

 

 

 

 

BTC U.S. Debt

 

95,402,739

 

79,095,135

 

Total collective trusts

 

683,114,664

 

152,902,263

 

U.S. Treasury securities and government agency securities

 

 

226,686,441

 

Corporate debt instruments

 

 

88,691,961

 

Other common stock

 

116,756,459

 

90,140,923

 

Tyco common stock

 

69,006,271

 

59,129,493

 

Investment contracts

 

 

48,711,324

 

Total investments at fair value

 

2,127,074,687

 

2,165,872,933

 

Other receivables

 

92,585,421

 

86,139,464

 

Other liabilities

 

(410,340

)

(653,363

)

Net assets reflecting all investments at fair value

 

2,219,249,768

 

2,251,359,034

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

 

(9,075,486

)

Net assets held in Master Trust

 

$

2,219,249,768

 

$

2,242,283,548

 

 

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Investment income for the Master Trust for the year ended December 31, 2011 is as follows:

 

 

 

Year Ended
December 31,
2011

 

Investment income

 

 

 

Net appreciation/(depreciation) in fair value of investments:

 

 

 

Registered investment companies

 

$

(37,351,684

)

Collective trusts

 

8,424,227

 

Fixed Income Securities

 

5,260,944

 

Tyco common stock

 

7,683,370

 

Other common stock

 

3,820,597

 

Total net depreciation

 

(12,162,546

)

Interest and dividends

 

37,857,485

 

Total investment income

 

$

25,694,939

 

 

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, 2011.

 

 

 

 

 

 

Fair Value
Measurements
as of December 31, 2011 Using

 

 

 

 

 

Quoted Prices in
Active Markets
for Identical Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Interest bearing cash

 

$

2,200,914

 

$

 

$

2,200,914

 

Common stock

 

 

 

 

 

 

 

U.S. equity

 

116,756,459

 

116,756,459

 

 

Tyco common stock

 

69,006,271

 

69,006,271

 

 

Total common stock

 

185,762,730

 

185,762,730

 

 

Registered investment companies

 

 

 

 

 

 

 

Balanced blend mutual funds

 

130,794,882

 

130,794,882

 

 

Blended bond mutual funds

 

12,385,496

 

12,385,496

 

 

Money market mutual funds

 

463,357,962

 

463,357,962

 

 

U.S. equity

 

590,483,029

 

590,483,029

 

 

International equity

 

58,975,010

 

58,975,010

 

 

Total registered investment companies

 

1,255,996,379

 

1,255,996,379

 

 

Collective trusts

 

 

 

 

 

 

 

Target date funds

 

494,623,464

 

 

494,623,464

 

U.S. equity

 

93,088,461

 

 

93,088,461

 

Blended bond fund

 

95,402,739

 

 

95,402,739

 

Total collective trusts

 

683,114,664

 

 

683,114,664

 

Total investments at fair value

 

$

2,127,074,687

 

$

1,441,759,109

 

$

685,315,578

 

 

The following table sets forth by level, within the fair value hierarchy, the Master Trust’s investments measured at

 

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fair value on a recurring basis as of December 31, 2010.

 

 

 

 

 

Fair Value
Measurements
as of December 31, 2010 Using

 

 

 

 

 

Quoted Prices in
Active Markets
for Identical Assets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Interest bearing cash

 

$

143,441,948

 

$

 

$

143,441,948

 

Common stock

 

 

 

 

 

 

 

U.S. equity

 

90,140,923

 

90,140,923

 

 

Tyco common stock

 

59,129,493

 

59,129,493

 

 

Total common stock

 

149,270,416

 

149,270,416

 

 

Fixed income

 

 

 

 

 

 

 

U.S. treasury securities and government agency securities

 

155,228,786

 

155,228,786

 

 

Corporate bonds

 

88,157,202

 

88,157,202

 

 

Asset-backed securities

 

534,759

 

 

534,759

 

Mortgage-backed securities

 

71,457,655

 

 

71,457,655

 

Total fixed income

 

315,378,402

 

243,385,988

 

71,992,414

 

Registered investment companies

 

 

 

 

 

 

 

US equity/bond mutual funds

 

761,415,860

 

761,415,860

 

 

Target date mutual funds

 

438,796,861

 

438,796,861

 

 

Balanced blend mutual funds

 

155,955,859

 

155,955,859

 

 

Total registered investment companies

 

1,356,168,580

 

1,356,168,580

 

 

Collective trusts

 

 

 

 

 

 

 

International equity fund

 

73,807,128

 

 

73,807,128

 

Blended bond fund

 

79,095,135

 

 

79,095,135

 

Total collective trusts

 

152,902,263

 

 

152,902,263

 

Others

 

 

 

 

 

 

 

Investment contracts

 

48,711,324

 

 

48,711,324

 

Wrapper contracts

 

 

 

 

Total other

 

48,711,324

 

 

48,711,342

 

Total investments at fair value

 

$

2,165,872,933

 

$

1,748,824,984

 

$

417,047,949

 

 

The Master Trust did not have any investments measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the years ended December 31, 2011 and 2010.

 

6.  Interest Income Fund

 

The Interest Income Fund (“Fund”) was a unitized fund offered exclusively to plans participating in the Master Trust, and was comprised of fully benefit-responsive investment contracts, synthetic investment contracts, government and corporate fixed income securities, and common collective trusts.  Contracts were issued by banks, insurance companies and other financial institutions (“Issuers”).  During 2011, the Fund was liquidated and there are no holdings of this Fund as of December 31, 2011.  All principal and net capital gains were distributed to participants.  The Fund was credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses.  Participants could ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.  Contract value represented contributions made under the contracts, plus earnings, less participant withdrawals and administrative expenses.

 

The investment contracts specified certain conditions under which distributions from the contracts would be payable at amounts below contract value.  Such circumstances include but were not limited to:

 

·                  Fund’s failure to qualify for exemption under Code Section 501(a) or qualification as a group trust under IRS Revenue Ruling 81-100;

·                  Establishment of a competing fund or transfers to competing funds without equity wash;

·                  Adoption of amendments to Fund documents unless agreed to by issuer;

 

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Table of Contents

 

·                  Partial or complete termination of the Fund or any plan;

·                  Participant communications designed to induce or influence participants not to invest in Fund or to transfer assets out of the Fund;

·                  Group termination, group layoff, early retirement program;

·                  Merger or consolidation of any plan with another plan;

·                  Changes in laws, regulations or administrative positions that could result in substantial withdrawals from or transfers out of the Fund; and

·                  Insolvency or bankruptcy with regard to the Fund or the contract holder.

 

The contracts limited the circumstances under which the Issuers could terminate the contracts.  Examples of circumstances which would allow the Issuers to terminate the contracts include but were not limited to:

 

·                  Management of the portfolio is not in accordance with investment management guidelines;

·                  Contract holder breaches any of its obligations under the wrap agreements (such as the obligation to pay wrap fees);

·                  Any representation or warranty made by the contract holder becomes untrue;

·                  Replacement of investment manager without prior issuer consent;

·                  Qualified plans cease to meet the requirements of Code Sections 401(a), 401(k) or 457; and

·                  Wrap becomes a prohibited transaction within the meaning of Section 406 of ERISA.

 

If one of these events had occurred, the Issuers could terminate the contracts at an amount less than contract value.

 

The crediting interest rates of the contracts were based on an agreed-upon formula with the Issuer, as defined in the contract agreements, but could not be less than 0%.  The interest rates were reviewed on a monthly basis for resetting.  The key factors that influenced future interest crediting rates included the following: the level of market interest rates; the amount and timing of participant contributions, transfers and withdrawals into/out of the contract; and the duration of the underlying investments backing the contracts.  The Plan’s allocable share of the resulting gains and losses in the fair value of the investment contracts relative to the contract value, if any, is reflected in the Statement of Net Assets Available for Benefits as adjustment from fair value to contract value for fully benefit-responsive investment contracts (“adjustment”).  A positive adjustment would indicate that the contract value is greater than the fair value.  A negative adjustment would indicate that the contract value is less than the fair value.  The embedded losses were amortized through a lower interest crediting rate than would otherwise be the case.

 

 

 

2010

 

Average contract yield in the aggregate for all contracts:

 

 

 

Based on annualized earnings(1)

 

0.93

%

Based on interest rate credited to participants(2)

 

2.00

%

 


(1) Computed by dividing the annualized one-day actual earnings on the contracts on the last day of the Plan year by the fair value of the contract investments on the same date.

 

(2) Computed by dividing the annualized one-day earnings credited to participants on the last day of the Plan year by the fair value of the contract investments on the same date.

 

7.  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 TIL, 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, 2011, the Plan purchased units in the Stock Fund of approximately $18.3 million, sold units in the Stock Fund of approximately $13.7 million, and had net appreciation in the fair value of investments of approximately $7.5 million. The total value of the Plan’s investment in the Stock Fund was approximately $69.7 million and $57.6 million as of December 31, 2011 and 2010, respectively.

 

Certain of the assets of the Master Trust are invested in registered investment companies managed by Fidelity

 

16



Table of Contents

 

Investments, for which Fidelity Management & Research Company (“FMR Co.”) provides investment advisory services. FMR Co. is an affiliate of both Fidelity, and Fidelity Investments Institutional Operations Company, Inc., record keeper of the Plan. Expenses paid to FMR Co. and/or its affiliates by the Plan during the year ended December 31, 2011 were approximately $452,348. 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.

 

8.  Net Transfers and Mergers

 

During the year ended December 31, 2011, net assets transferred or merged primarily related to the Brink’s Home Security Plan.  In addition, there were various other transfers into the Plan from other affiliated plans.

 

Plan Name

 

Date Transferred/Merged

 

Assets
Transferred/Merged

 

Net mergers from Brink’s Home Security Plan

 

1/28/2011

 

$83,765,624

 

Net transfers from other RSIPs

 

Various

 

4,224,921

 

 

 

Total

 

$87,990,545

 

 

9.  Litigation Contingency

 

In April 2006, the U.S. Securities and Exchange Commission (the “Commission”) filed a complaint the (“Complaint”) with the U.S. District Court for the Southern District of New York (the “District court”) alleging that TIL violated the federal securities laws. In May 2006, the District Court entered final judgment (the “Final Judgment”) against TIL. The Final Judgment ordered TIL to pay an immaterial disgorgement and a civil penalty of $50,000,000, and directed that the funds were to be deposited in the Court Registry Investment System (“CRIS”) in an interest-bearing account.  Subsequently, in December 2006, the Commission filed a related case against three former TIL officers and employees alleging violations related to the accounting misconduct that was the basis of the Complaint and the Final Judgment. Final judgments were entered against all three of the defendants in that action, ordering that the disgorgement and civil penalties paid by the individual defendants be deposited into the TIL CRIS account as well. The final judgments entered in these matters provided that the Commission could propose a plan to distribute the funds in the TIL CRIS account, subject to the Court’s approval, and that such plan may provide that the funds be distributed pursuant to the SEC Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002, 15 U.S.C. § 7246(a).  In August 2009, the District Court granted the Commission’s motion to establish an SEC Fair Fund and appointed The Garden City Group, Inc. (“Garden City Group”) to serve as the fund administrator (“Fund Administrator”) to assist in developing a Plan of Distribution pursuant to which monies in the SEC Fair Fund will be distributed to investors harmed by the violations alleged in the Complaint and to oversee the administration of claims and the distribution of the SEC Fair Fund pursuant to the terms of the Plan of Distribution, subject to oversight by the Court.  The District Court approved the Plan of Distribution in November 2010.  As a result, as of December 31, 2011, the TIL CRIS account’s balance was approximately $56,100,000.  In 2011, claims were filed for the allocation of a portion of the SEC Fair Fund to the TIL-sponsored RSIPs, in respect of participants in TIL’s pre-separation retirement plans (including the RSIPs) for whose individual accounts the plans purchased and/or held shares of the Tyco Stock Fund during the period.  However, no amounts have yet been certified or distributed under the terms of the Plan of Distribution and therefore no amount has been recorded in the financial statements of the Plan as of December 31, 2011 to reflect the gain from the SEC Fair Fund distribution referenced above.

 

10.  Subsequent Events

 

On March 28, 2012, the Company announced that it entered into a definitive agreement to combine its flow control business with Pentair, Inc. (“Pentair”) in a tax-free, all-stock merger (“the Merger”), immediately following the spin off of the flow control business. Upon completion of the Merger, which has been unanimously approved by the Boards of both companies, Tyco shareholders are expected to own approximately 52.5% of the combined company and Pentair shareholders are expected to own approximately 47.5%.  Completion of the separation transactions, including the Merger, is subject to the approval of the distributions by Tyco Shareholders, the approval of the Merger by Pentair shareholders, regulatory approvals and customary closing conditions.

 

It is anticipated upon the separation and Merger that  plan assets attributable to North American residential security participants and Flow Control participants, respectively, will be spun off to create two new plans.  Each plan will be sponsored by their respective new company.

 

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Table of Contents

 

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, 2011

 

 

 

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

 

$

74,425

 

$

 

$

 

$

 

 

Tyco International

Retirement Savings and Investment Plan

Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)

 

December 31, 2011

 

(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 3.25% to 11.50%

 

**

 

$

91,959,751

 

 


*

Denotes a party-in-interest to the Plan.

**

Cost information not required for participant-directed investments.

 

18



Table of Contents

 

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 III

 

 

 

 

 

/s/ John G. Nawrath

Date: June 26, 2012

John G. Nawrath

 

Chairperson, Administrative Committee

 

19


EX-23.1 2 a12-14440_2ex23d1.htm EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement No. 333-33999 and No. 333-148096 on Form S-8 of Tyco International Ltd of our report dated June 26, 2012, appearing in this Annual Report on Form 11-K of the Tyco International Retirement Savings and Investment Plan for the year ended December 31, 2011.

 

 

/s/ Crowe Horwath LLP

 

 

Oak Brook, Illinois

June 26, 2012