833444--11/27/2007--TYCO_INTERNATIONAL_LTD

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Risks Relating to Our Businesses Cyclical industry and economic conditions have affected and may continue to adversely affect our financial condition, results of operations or cash flows. Our operations expose us to the risk of material environmental liabilities, litigation and violations. We may be required to recognize additional impairment charges. We are named as a defendant in a variety of litigation in the course of our business that could cause a material adverse effect on our financial condition, results of operations or cash flows. 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. Our future growth is largely dependent upon our ability to develop new technologies that achieve market acceptance with acceptable margins. Our failure to satisfy International Trade Compliance regulations may adversely affect us. We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws. Covenants in our debt instruments may adversely affect us. Changes in legislation or governmental regulations or policies can have a significant impact on our financial condition, results of operations or cash flows. Legislative and other measures that may be taken by U.S. governmental authorities could materially increase our tax burden or otherwise adversely affect our financial conditions, results of operations or cash flows. We could face product liability claims relating to products we manufacture or install. These claims could result in significant costs and liabilities and reduce our profitability. We have significant foreign operations, which are subject to political, economic and other risks inherent in operating in foreign countries. Volatility in currency exchange rates, commodity prices and interest rates may adversely affect our financial condition, result of operations or cash flows. 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. Divestitures of some of our businesses or product lines may materially adversely affect our financial condition, results of operations or cash flows. We have disclosed a material weakness in our internal control over financial reporting relating to our accounting for income taxes which could adversely affect our ability to report our financial condition, results of operations or cash flows accurately and on a timely basis. Risks Relating to Actions of Tyco's Former Senior Corporate Management Pending litigation could have a material adverse effect on our liquidity and financial condition. Continued scrutiny resulting from ongoing governmental investigations may have an adverse effect on our business. Examinations and audits by tax authorities, including the Internal Revenue Service, could result in additional tax payments for prior periods. 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. Additional negative publicity may adversely affect our business. Our senior corporate management team is required to devote significant attention to matters arising from actions of prior management. Risks Relating to the Separations 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. We continue to be responsible for a portion of our contingent and other corporate liabilities following the Separation, primarily those relating to shareholder litigation. 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. We might not be able to engage in desirable strategic transactions and equity issuances following the Separation because of restrictions relating to U.S. federal income tax requirements for tax-free distributions. Continuing demands on our management team as a result of the Separation could distract management's attention from operating the business. We may be unable to achieve some or all of the benefits that we expect will be achieved from the Separation. Risks Related to Corporate Governance We are subject to governmental investigations that might have serious consequences. Risks Relating to Our Jurisdiction of Incorporation Legislation and negative publicity regarding Bermuda companies could affect our financial condition, results of operations or cash flows. Bermuda law differs from the laws in effect in the United States and may afford less protection to holders of our securities.

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833444--11/27/2007--TYCO_INTERNATIONAL_LTD_/BER/