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
REQUIRED INFORMATION
Item 4. |
Financial Statements and Exhibits |
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Financial Statements: |
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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. |
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Exhibits: |
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23.1 Consent of Crowe Horwath LLP, Independent Registered Public Accounting Firm |
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
Tyco International
Retirement Savings and Investment Plan
* 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. |
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Other schedules required by 29 CFR 2520.103-10 of the Department of Labors 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. |
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 Plans 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plans 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 |
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Oak Brook, Illinois | |
June 26, 2012 |
Tyco International
Retirement Savings and Investment Plan
Statements of Net Assets Available for Benefits
As of December 31, 2011 and 2010
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December 31, |
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2011 |
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2010 |
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Assets |
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Interest in the Tyco International Retirement Savings and Investment Plan Master Trust |
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$ |
2,218,300,138 |
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$ |
2,113,996,448 |
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Employer contributions receivable |
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2,097,348 |
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1,617,004 |
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Participants contribution receivable |
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2,611,925 |
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2,043,361 |
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Total receivables |
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4,709,273 |
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3,660,365 |
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Total assets |
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2,223,009,411 |
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2,117,656,813 |
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Net assets reflecting all investments at fair value |
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2,223,009,411 |
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2,117,656,813 |
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Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
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|
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(8,300,189 |
) | ||
Net assets available for benefits |
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$ |
2,223,009,411 |
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$ |
2,109,356,624 |
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The accompanying notes are an integral part of the financial statements.
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 |
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Investment income from the Tyco International Retirement Savings and Investment Plan Master Trust |
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$ |
19,548,659 |
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Employer contributions |
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92,119,179 |
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Participants contributions |
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129,296,502 |
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Total contributions |
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221,415,681 |
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Total sources |
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240,964,340 |
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Application of net assets |
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Benefits paid to participants |
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213,584,542 |
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Administrative expenses |
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1,717,556 |
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Total applications |
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215,302,098 |
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Net increase prior to transfers from affiliated plans |
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25,662,242 |
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Net transfers from affiliated plans (Note 8) |
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87,990,545 |
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Net increase in net assets available for benefits |
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113,652,787 |
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Net assets available for benefits: |
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Beginning of year |
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2,109,356,624 |
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End of year |
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$ |
2,223,009,411 |
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The accompanying notes are an integral part of the financial statements.
Tyco International
Retirement Savings and Investment Plan
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 Brinks Home Security Holdings, Inc. (Brinks Home Security). On January 28, 2011, the assets relating to the Brinks 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 Companys 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.
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 participants account is credited with the participants 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 participants 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 employers graded vesting schedule will become 100% vested after three years of vesting service, regardless of the prior employers 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 employers plan that was merged into the Plan could continue to vest in accordance with the former plans 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 participants 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 participants 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 participants vested interest in his or her account, or to have an annuity purchased by the Plan with the vested interest in the participants 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.
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 Plans 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 Plans principal or most advantageous market for the asset or liability. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and gives the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market
data.
Level 3: Significant unobservable inputs that reflect the Plans 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 Plans 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 Plans 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
(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 Plans interest in the contract value of the fully benefit-responsive investment contracts held in the Master Trust, because the Plans 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 Plans 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 Trusts investment assets, provides administrative functions for each of the plans participating in the Master Trust and executes investment transactions as directed by participants.
The Plans 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 Plans 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.
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December 31, |
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|
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2011 |
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2010 |
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Investments at fair value |
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|
|
|
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Interest bearing cash |
|
$ |
2,200,914 |
|
$ |
143,441,948 |
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Registered investment companies |
|
|
|
|
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U.S. Equity/Bond Mutual Funds |
|
|
|
|
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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 |
|
Investment income for the Master Trust for the year ended December 31, 2011 is as follows:
|
|
Year Ended |
| |
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 Trusts investments measured at fair value on a recurring basis as of December 31, 2011.
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|
|
|
Fair Value |
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|
|
|
|
Quoted Prices in |
|
Significant |
| |||
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 Trusts investments measured at
fair value on a recurring basis as of December 31, 2010.
|
|
|
|
Fair Value |
| |||||
|
|
|
|
Quoted Prices in |
|
Significant |
| |||
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:
· Funds 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;
· 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 Plans 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 Plans 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
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 Brinks Home Security Plan. In addition, there were various other transfers into the Plan from other affiliated plans.
Plan Name |
|
Date Transferred/Merged |
|
Assets |
|
Net mergers from Brinks 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 Courts 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 Commissions 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 accounts 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 TILs 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.
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 |
|
Contributions Not |
|
Contributions |
|
Contributions |
|
Total Fully |
| ||||
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) |
|
(c) |
|
(d) |
|
(e) |
| |
* |
|
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. |
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 |
|
|
|
|
|
/s/ John G. Nawrath |
Date: June 26, 2012 |
John G. Nawrath |
|
Chairperson, Administrative Committee |
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 |