1385157--12/14/2007--Tyco_Electronics

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Risks Relating to Our Business 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 continued revenue growth. Like other suppliers to the electronics industry, we are subject to continuing pressure to lower our prices. The life cycles of our products can be very short. Divestitures of some of our businesses or product lines may materially adversely affect our financial condition, results of operations, and cash flows. We may be negatively affected as our customers and vendors continue to consolidate their supply base. We are dependent on the automotive industry. We are dependent on the telecommunications, computer, and consumer electronics industries. Cyclical industry and economic conditions may adversely affect our financial condition, results of operations, and cash flows. Our results are sensitive to raw material availability, quality, and cost. Foreign currency exchange rates may adversely affect our results. We may use components and products manufactured by third parties. Our future success is substantially dependent on our ability to attract and retain highly qualified technical, managerial, marketing, finance, and administrative personnel. If any of our operations are found not to comply with applicable antitrust or competition laws, our business may suffer. We are subject to the risks of political, economic, and military instability in countries outside the United States. 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 financial condition, results of operations, and cash flows. Covenants in our debt instruments may adversely affect us. Downgrades of our debt ratings could adversely affect us. Future acquisitions may not be successful. Future acquisitions could require us to issue additional debt or equity. Our ability to compete effectively depends, in part, on our ability to maintain the proprietary nature of our technology. Risks Relating to Our Separation from Tyco International Our historical combined financial information is not necessarily representative of the results we would have achieved as an independent, publicly-traded company and may not be a reliable indicator of our future results. We are responsible for a portion of Tyco International's contingent and other corporate liabilities, including those relating to shareholder litigation. 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. The ownership by our executive officers and some of our directors of common shares, options, or other equity awards of Tyco International or Covidien may create, or may create the appearance of, conflicts of interest. 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. In some cases, we might have received better terms from unaffiliated third parties than the terms we received in our agreements with Tyco International and Covidien. If we fail to comply with the requirements of Section 404 of Sarbanes-Oxley, our business prospects and the value of our securities could be adversely affected. We might not be able to engage in desirable strategic transactions and equity issuances because of restrictions relating to U.S. federal income tax requirements for tax-free distributions. Risks Relating to Our Jurisdictions of Incorporation Legislation and negative publicity regarding Bermuda companies could increase our tax burden and adversely affect our financial condition, results of operations, and cash flows. Bermuda 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 Common Shares The market price of our common shares may fluctuate widely. Investors may be unable to accurately value our common shares. Certain provisions of our bye-laws may reduce the likelihood of any unsolicited acquisition proposal or potential change of control that you might consider favorable.

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1385157--12/14/2007--Tyco_Electronics_Ltd.