833444--11/17/2009--TYCO_INTERNATIONAL_LTD

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Risks Relating to Our Businesses General economic and cyclical industry conditions may adversely affect our financial condition, results of operations or cash flows. We face intense competition in each of our businesses, and competitive challenges from lower cost manufacturers. If we cannot successfully compete in an increasingly global market-place, our operating results may be adversely affected. Our future growth is largely dependent upon our ability to develop or acquire new technologies that achieve market acceptance with acceptable margins. Our ADT business may experience higher rates of customer attrition, which may reduce our future revenue and cause us to change the estimated useful lives of assets related to our security monitoring customers, increasing our depreciation and amortization expense. We have significant operations outside of the United States, which are subject to political, economic and other risks inherent in operating outside of the United States. Volatility in currency exchange rates, commodity prices and interest rates may adversely affect our financial condition, result of operations or cash flows. Divestitures of some of our businesses or product lines may materially adversely affect our financial condition, results of operations or cash flows. Our business strategy includes acquiring companies and making investments that complement our existing businesses. These acquisitions and investments could be unsuccessful or consume significant resources, which could adversely affect our operating results. If we cannot obtain sufficient quantities of materials, components and equipment required for our manufacturing activities at competitive prices and quality and on a timely basis, or if our manufacturing capacity does not meet demand, our financial condition, results of operations or cash flows may suffer. Failure to retain or attract qualified personnel could adversely affect our business. We have recently recognized substantial impairment charges and may be required to recognize additional impairment charges in the future. Risks Related to Legal, Regulatory and Compliance Matters We are named as a defendant in a variety of litigation that could cause a material adverse effect on our financial condition, results of operations or cash flows. Legislative action by the U.S. Congress could materially, adversely affect us despite our Change of Domicile. Changes in legislation or governmental regulations or policies can have a significant impact on our financial condition, results of operations or cash flows. We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws outside the United States. Our failure to satisfy international trade compliance regulations may adversely affect us. We continue to be responsible for a portion of our contingent and other corporate liabilities following the Separation, primarily those relating to shareholder litigation and pre-Separation income tax liabilities. We could face product liability and asbestos claims relating to products we manufacture or install. These claims could result in significant costs and liabilities and reduce our profitability. Our operations expose us to the risk of material environmental liabilities, litigation and violations. Risks Related to Our Liquidity Recent disruptions in the financial markets could have adverse effects on us, our customers and our suppliers, as access to liquidity may be negatively impacted by disruptions in the credit markets, leading to increased funding costs or unavailability of credit. Covenants in our debt instruments may adversely affect us. Material adverse legal judgments, fines, penalties or settlements could adversely affect our financial health and prevent us from fulfilling our obligations under our outstanding indebtedness. Risks Relating to Tax Matters Examinations and audits by tax authorities, including the Internal Revenue Service, could result in additional tax payments for prior periods. We share responsibility for certain of our, Covidien's and Tyco Electronics' income tax liabilities for tax periods prior to and including June 29, 2007. If the distribution of Covidien and Tyco Electronics common shares to our shareholders or certain internal transactions undertaken in connection with 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 Jurisdiction of Incorporation in Switzerland Swiss laws differ from the laws in effect in the United States and may afford less protection to holders of Tyco's securities. Until January 1, 2011, Tyco must declare and pay dividends in the form of reductions of registered share capital, which must be stated in Swiss francs, to avoid adverse tax consequences. Any currency fluctuations between the U.S. dollar and Swiss francs will affect the dollar value of the dividends Tyco pays. As a result of our Change of Domicile and the increase in the par value of our shares, we may have less flexibility with respect to certain aspects of capital management.

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833444--11/17/2009--TYCO_INTERNATIONAL_LTD_/BER/