Fitch Rates Tyco's New Commercial Paper Program 'F2'

Business Wire, April 11, 2008

CHICAGO -- Fitch Ratings has assigned a rating of 'F2' to a new private placement commercial paper (CP) program implemented by Tyco International Finance S.A. (TIFSA) and guaranteed by Tyco International Ltd. (TIL).

Current ratings for TIL and TIFSA are as follows:

--Issuer Default Rating (IDR) at 'BBB';

--Senior unsecured revolving credit facility at 'BBB';

--Senior unsecured bridge loan facility at 'BBB';

--Senior unsecured bridge letter of credit facility at 'BBB';

--Senior unsecured notes at 'BBB';

--Short-term IDR at 'F2'.

--CP at 'F2'.

The Rating Outlook is Stable.

Tyco's new $1.0 billion commercial paper program will be available for general corporate purposes. It will provide additional financing flexibility and is backed by a $1.25 billion bank revolver that matures in 2012. At Dec. 31, 2007 Tyco's liquidity included the revolver and cash balances of nearly $1.1 billion. Tyco also has a $500 million bridge letter of credit facility that matures in June 2008 and a $4 billion bridge facility that can be used only for funding related to existing bond litigation. Liquidity was offset by loans payable and current maturities of long term debt totaling $693 million. Total debt has been stable at around $4.5 billion since Tyco's separation in June 2007. Debt includes approximately $3.7 billion of bonds affected by ongoing litigation.

Earlier today Tyco announced that it has reached a preliminary agreement to settle its bondholder litigation. Under the agreement, Tyco would make a cash payment of $250 million to bondholders in exchange for the dismissal of the lawsuit and waiver of any alleged default. Tyco would also exchange notes due 2028 and 2029 for notes due 2019 and 2021, respectively. Completion of the settlement would reduce uncertainty surrounding Tyco's debt structure and long term financial profile as well as potential liquidity concerns related to the bondholder litigation.

The ratings incorporate Fitch's view that Tyco will continue to maintain solid financial measures in support of its operating and financial strategies. The ratings also consider Tyco's leading market positions, geographic diversification, significant proportion of recurring revenue, and conservative financial policies. In December 2007 much of Tyco's shareholder litigation was resolved when a federal judge approved a $2.975 billion settlement. The settlement was pre-funded by Tyco in May 2007.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.