833444--12/11/2006--TYCO_INTERNATIONAL_LTD

related topics

{financial, litigation, operation}

{regulation, change, law}

{tax, income, asset}

{cost, operation, labor}

{acquisition, growth, future}

{debt, indebtedness, cash}

{capital, credit, financial}

{operation, international, foreign}

{condition, economic, financial}

{cost, regulation, environmental}

{provision, law, control}

Risks Relating to the Proposed Separation The cost to complete the transaction could be significant. We may be unable to complete the transaction. Increased demands on our management team as a result of the Proposed Separation could distract management's attention from operating the business. Each of the independent companies resulting from the completion of the Proposed Separation may be unable to achieve some or all of the benefits that we expect will be achieved from the separation transactions. If certain internal restructuring transactions and the distribution relating to the Proposed Separation are determined to be taxable for U.S. federal income tax purposes, we and our shareholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities. 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 IRS, 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 Our Businesses Cyclical industry and economic conditions have affected and may continue to adversely affect our financial condition and results of operations. Our operations expose us to the risk of material environmental liabilities, litigation and violations. We may be required to recognize additional impairment charges. Foreign currency exchange rate, commodity price and interest rate fluctuations may adversely affect our results. We are named as 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 and financial condition. Our Healthcare business is subject to extensive regulation by the government and failure to comply with those regulations could have a material adverse effect on our results of operations and financial condition. Our ADT business may experience higher rates of customer attrition, which may reduce our future revenue and has caused us to change the useful life of accounts, increasing our depreciation and amortization expense. Our reputation and our ability to do business may be impaired by improper conduct by any of our employees or agents or those of our subsidiaries. Covenants in our debt instruments may adversely affect us. Downgrades of our debt ratings would adversely affect us. Risks Relating to Our Jurisdiction of Incorporation Legislation and negative publicity regarding Bermuda companies could increase our tax burden and affect our operating results. 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--12/11/2006--TYCO_INTERNATIONAL_LTD_/BER/