1385157--11/10/2010--Tyco_Electronics

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{condition, economic, financial}

{cost, regulation, environmental}

{operation, international, foreign}

{acquisition, growth, future}

{customer, product, revenue}

{stock, price, share}

{debt, indebtedness, cash}

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Risks Relating to Our Business Conditions in global or regional economies, capital and money markets, and banking systems and cyclical industry demand may adversely affect our results of operations, financial position, and cash flows. We are dependent on the automotive industry which experienced significant declines in the recent economic environment. We are dependent on the telecommunications, computer, and consumer electronics industries. We encounter competition in substantially all areas of the electronic components industry. We are dependent on market acceptance of new product introductions and product innovations for future revenue. Like other suppliers to the electronics industry, we are subject to continuing pressure to lower our prices. Our results are sensitive to raw material availability, quality, and cost. Foreign currency exchange rates may adversely affect our results. We may be negatively affected as our customers and vendors continue to consolidate. The life cycles of our products can be very short. The ADC Telecommunications, Inc. acquisition and future acquisitions may not be successful. Future acquisitions could require us to issue additional debt or equity. Our future success is substantially dependent on our ability to attract and retain highly qualified technical, managerial, marketing, finance, and administrative personnel. We may use components and products manufactured by third parties. Our ability to compete effectively depends, in part, on our ability to maintain the proprietary nature of our products and technology. A decline in the market value of our pension plans' investment portfolios or a reduction in returns on plan assets could adversely affect our results of operations, financial position, and cash flows. Disruption in credit markets and volatility in equity markets may affect our ability to access sufficient funding. Divestitures of some of our businesses or product lines may materially adversely affect our results of operations, financial position, and cash flows. Recognition of impairment charges for our goodwill could negatively affect our results of operations. If any of our operations are found not to comply with applicable antitrust or competition laws or applicable trade regulations, our business may suffer. We are subject to global risks of political, economic, and military instability. We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws. Our operations expose us to the risk of material environmental liabilities, litigation, and violations. Our products are subject to various requirements related to chemical usage, hazardous material content, and recycling. We are a defendant to a variety of litigation in the course of our business that could cause a material adverse effect on our results of operations, financial position, and cash flows. Covenants in our debt instruments may adversely affect us. Risks Relating to Our Separation from Tyco International We share responsibility for certain of our, Tyco International's, and Covidien's income tax liabilities for tax periods prior to and including the distribution date. If the distribution or certain internal transactions undertaken in anticipation of the separation are determined to be taxable for U.S. federal income tax purposes, we could incur significant U.S. federal income tax liabilities. Risks Relating to Our Swiss Jurisdiction of Incorporation Legislative and other proposals in Switzerland, the United States, and other jurisdictions could cause a material change in our worldwide effective corporate tax rate. Legislation in the United States could adversely impact our results of operations, financial position, and cash flows. As a Swiss corporation, we have less flexibility with respect to certain aspects of capital management. Swiss law differs from the laws in effect in the United States and may afford less protection to holders of our securities. Risks Relating to Our Shares The market price of our shares may fluctuate widely. We might not be able to make distributions on our shares without subjecting shareholders to Swiss withholding tax. Currency fluctuations between the U.S. Dollar and the Swiss Franc may limit the amount available for any future distributions on our shares without subjecting shareholders to Swiss withholding tax. We have certain limitations on our ability to repurchase our shares. Registered holders of our shares must be registered as shareholders with voting rights in order to vote at shareholder meetings. Certain provisions of our articles of association may reduce the likelihood of any unsolicited acquisition proposal or potential change of control that our shareholders might consider favorable.

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1385157--11/10/2010--Tyco_Electronics_Ltd.