8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2007

TYCO INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in its Charter)

Bermuda	98-0390500
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

001-13836

(Commission File Number)

Second Floor, 90 Pitts Bay Road

Pembroke, HM 08, Bermuda

(Address of Principal Executive Offices, including Zip Code)

441-292-8674

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

       On January 18, 2007, the Company announced that it filed with the U.S. Securities and Exchange Commission certain documents to register equity and debt securities in connection with the Company’s upcoming separation into three independent, publicly-traded companies. The Company also is providing certain financial schedules to supplement the financial information included in the Company’s Registration Statement on Form S-1.

A copy of the press release is furnished as Exhibit 99.1 to this report.

A copy of the financial schedules is furnished as Exhibit 99.2 to this report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Description

99.1	Press release issued January 18, 2007
99.2	Financial Schedules

2

SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TYCO INTERNATIONAL LTD.
(Registrant)
By:	/s/ Carol Anthony Davidson
	Carol Anthony Davidson
	Senior Vice President, Controller and
	Chief Accounting Officer

Date: January 18, 2007

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Media Relations	Tyco International Investor Relations	Tyco Electronics Investor Relations	Tyco Healthcare Investor Relations
Sheri Woodruff	Ed Arditte	John Roselli	Cole Lannum
609-720-4399	609-720-4621	609-720-4624	508-452-4343
swoodruff@tyco.com	Karen Chin	Keith Kolstrom	Wayde McMillan
	609-720-4398	717-986-7689	508-452-4387

TYCO INTERNATIONAL FILES FORM 10 AND S-1 DOCUMENTS WITH
THE SECURITIES AND EXCHANGE COMMISSION

PEMBROKE, Bermuda — Jan. 18, 2007 — Tyco International Ltd. (NYSE: TYC; BSX: TYC) today announced that it filed documents with the U.S. Securities and Exchange Commission (SEC) to register equity securities (on SEC Form 10) for Tyco Electronics and Tyco Healthcare, and debt offerings (on SEC Form S-1) for all three entities — together known as the “Registration Statements” — in connection with its upcoming separation into three independent, publicly-traded companies.  Tyco announced in January of 2006 its intent to divide the company’s portfolio of diverse businesses that generated $41 billion in net revenue in fiscal 2006, into three independent companies through tax-free stock dividends to Tyco shareholders — after which they will own 100 percent of the equity in three public companies.   Subject to review by the SEC and subsequent Registration Statement effectiveness, the separation is expected to occur early in the second calendar quarter of 2007.

The Registration Statements provide details about each company’s structure and risks, and include an overview of the markets and industries in which the companies will operate, the management and boards of directors, along with each company’s financial statements.

TYCO INTERNATIONAL

The combination of Tyco Fire & Security and Engineered Products & Services will continue to be known as Tyco International Ltd.  Following the completion of the spin-offs, Tyco International will continue to be a leading provider of electronic security, fire and safety services and products, valves and controls, and other industrial products.  Tyco International Ltd. will be organized after the spin-offs into business segments including: ADT Worldwide; Fire Protection Services; Flow Control; Safety Products; and Electrical and Metal Products.  The company will continue to list its common stock on the New York Stock Exchange (NYSE) and Bermuda Stock Exchange (BSX) under the ticker symbol “TYC.”

TYCO ELECTRONICS

Tyco Electronics is a leading global provider of engineered electronic components including connectors and interconnect systems, relays, switches, circuit protection devices, sensors and wire and cable; network solutions including infrastructure components and systems for telecommunications and energy networks; and wireless systems for critical communications, radar and defense applications.  Tyco Electronics designs, manufactures and markets products for customers in industries from automotive, appliances and aerospace and defense, to telecommunications, computers and consumer electronics.  Tyco Electronics has retained its name and will apply to list its common stock on the NYSE and BSX under the ticker symbol “TEL.”

TYCO HEALTHCARE

Tyco Healthcare is a global leader in developing, manufacturing and distributing medical devices and supplies, diagnostic imaging agents, pharmaceuticals and other healthcare products for use in clinical and home settings.  Tyco Healthcare’s products are found in almost every hospital in the U.S., and the company has a significant and growing presence in non-U.S. markets.  Tyco Healthcare’s portfolio of products is sold under brand names including United States Surgical, AutoSuture, Valleylab, Mallinckrodt, Nellcor, Puritan Bennett and Kendall.  Tyco Healthcare is expected to announce a name change, and the NYSE and BSX ticker symbol for which it will apply, later this month.

To further assist in understanding the financial statements that were included as part of Tyco International’s S-1 filing with the SEC, please refer to the Company’s Form 8-K furnished today which is also available on the Investor Relations portion of the Company’s website at www.tyco.com.

ABOUT TYCO INTERNATIONAL

Tyco International Ltd. is a global, diversified company that provides vital products and services to customers in four business segments: Electronics, Fire & Security, Healthcare, and Engineered Products & Services.  With 2006 revenue of $41 billion, Tyco employs approximately 250,000 people worldwide.  More information on Tyco can be found at www.tyco.com.

2

OTHER INFORMATION

The Registration Statements relating to these securities have been filed with the SEC, but have not yet become effective.  These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statements become effective.

Prospectus information, when available, may be obtained from Edward Arditte, Senior Vice President of Strategy & Investor Relations, Tyco International, 2nd Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda.

#  #  #

3

EX-99.2

Exhibit 99.2

Tyco International Ltd.

(in millions)

	For the Fiscal Year Ended
	September 29, 2006		September 30, 2005		September 30, 2004
Operating Income as reported on Form 10-K filed December 11, 2006:
Fire & Security *	$1,190		$1,216		$899
Engineered Products & Services *	676		672		620
Corporate *	(400	)	(255	)	(482	)
Reconciling Adjustments to Pro Forma Operating Income in Tyco Form S-1 filed January 18, 2007:
Corporate expenses previously allocated to Healthcare now absorbed in Corporate	(66	)	(66	)	(66	)
Corporate expenses previously allocated to Electronics now absorbed in Corporate	(84	)	(86	)	(86	)
Separation Cost adjusted in Pro Forma	164		—		—
TGN reclassified from Tyco Corporate to Tyco Electronics	5		(247	)	78
Other	—		1		1
Operating Income As Shown Pro Forma in Tyco Form S-1 filed January 18, 2007	$1,485		$1,235		$964
Divestiture Losses	2		22		60
Voluntary Product Replacement Program	100		—		—
Former Executive Settlement	(72	)	—		—
Reduction in estimated workers’ compensation liabilities	(48	)	—		—
SEC Settlement	—		50		—
Restructuring Program Charges	—		—		273
Restructuring Program Savings	—		—		(94	)
Legacy Contingencies - Former Executives	—		70		—

* We continue to manage the business consistent with our historical segmentation as shown in our Annual Report on Form 10-K for fiscal 2006, filed on December 11, 2006. Shortly before or upon completion of the separation, we will reorganize to a new management and segment reporting structure.

Tyco International Ltd.

For the Fiscal Year Ended September 29, 2006

As Shown Pro Forma in Tyco Form S-1 filed January 18, 2007

(in millions)

			Fire						Electrical
	ADT		Protection		Flow		Safety		& Metal		Corporate		Net
Future Segments *	Worldwide		Services		Control		Products		Products		& Other		Revenue
Net Revenue	$	7,205	$	3,281	$	3,135	$	1,675	$	1,949	$	1,351	$	18,596

			Fire							Electrical
	ADT		Protection			Flow		Safety		& Metal		Corporate			Operating
	Worldwide		Services			Control		Products		Products		& Other			Income
Operating Income (Loss)	$	907	$	239		$	356	$	202	$	319	$	(538	)	$	1,485
Divestiture Losses (Gains)	2		(1		)							1			2
Voluntary Product Replacement Program								100							100
Former Executive Settlement												(72		)	(72		)
Reduction in estimated workers’ compensation liabilities												(48		)	(48		)

*We continue to manage the business consistent with our historical segmentation as shown in our Annual Report on Form 10-K for fiscal 2006, filed on December 11, 2006. Shortly before or upon completion of the separation, we will reorganize to a new management and segment reporting structure.

Tyco International Ltd.

For the Fiscal Year Ended September 30, 2005

As Shown Pro Forma in Tyco Form S-1 filed January 18, 2007

(in millions)

			Fire						Electrical
	ADT		Protection		Flow		Safety		& Metal		Corporate		Net
Future Segments*	Worldwide		Services		Control		Products		Products		& Other		Revenue
Net Revenue	$	7,104	$	3,182	$	2,806	$	1,682	$	1,798	$	1,386	$	17,958

			Fire						Electrical
	ADT		Protection		Flow		Safety		& Metal		Corporate			Operating
	Worldwide		Services		Control		Products		Products		& Other			Income
Operating Income (Loss)	$	952	$	202	$	336	$	278	$	295	$	(828	)	$	1,235
Divestiture Losses	11		4				2				5			22
SEC Settlement											50			50
Legacy Contingencies - Former Executives											70			70

*We continue to manage the business consistent with our historical segmentation as shown in our Annual Report on Form 10-K for fiscal 2006, filed on December 11, 2006. Shortly before or upon completion of the separation, we will reorganize to a new management and segment reporting structure.

Tyco International Ltd.

Reconciliation of Corporate Expenses

(in millions)

	For the Fiscal Year Ended
	September 29, 2006			September 30, 2005
Corporate Operating Loss as reported on Form 10-K filed December 11, 2006	$	(400	)	$	(255	)
Separation Cost adjusted in Pro Forma	164			—
TGN reclassified from Tyco Corporate to Tyco Electronics	5			(247		)
Corporate expenses previously allocated to Healthcare now absorbed in Corporate	(66		)	(66		)
Corporate expenses previously allocated to Electronics now absorbed in Corporate	(84		)	(86		)
Fire & Security and Engineered Products & Services headquarters expenses previously reported in segment operating income and to be reported and managed in Corporate when we realign the operating and management structure of our businesses	(242		)	(237		)
Corporate Expenses As Shown Pro Forma in Tyco Form S-1 filed January 18, 2007	$	(623	)	$	(891	)
Divestiture Losses	1			5
Former Executive Settlement	(72		)	—
Reduction in estimated workers’ compensation liabilities	(48		)	—
SEC Settlement	—			50
Legacy Contingencies - Former Executives	—			70