SecProbe.io

February 5, 2013

Via E -mail
Mr. Arun Nayar
Chief Financial Officer
Tyco International Ltd.
Freier Platz 10,
CH-8200 Schaffhausen, Switzerland

Re: Tyco International Ltd.
Form 10-K for the Fiscal  Year Ended  September 28, 2012
Filed November 16, 2012
  File No. 001-13836

Dear Mr. Nayar :

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with  information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
infor mation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comme nts, we may
have  additional comments.

Form 10 -K for the Fiscal Year Ended September 28 , 2012
Non-US GAAP Measure, page 63
1. Please revise to disclose how you calculate the foreign currency adjustment.
Item 7A.   Quantitative and Qualitative Disclosures about Market Risk, page 66
2. Per your disclosure on page 14, you are a large buyer of metals and other non -metal
commodities including fossil fuels for your manufacturing operations and vehicle fleet
and are expose d to price volatility which could have a material adverse effect on your
financial condition, results of operations or cash flows.   As stated hereunder, your

Mr. Arun Nayar
Tyco International Ltd.
February 5, 2013
Page 2

 portfolio of derivative financial instruments includes, from time to time, commodity
swaps and fo rward commodity contracts.  Tell us how you considered qualitative and
quantitative disclosures on market price risk inherent in derivative commodity
instruments and other commodity instruments with similar characteristics, to the extent
that such instrume nts are not derivative instruments.  Refer to Item 305 of Regulation S -
K.  If your commodity swap activity is not fully captured in your period -end balance
sheets, please enhance your disclosure to describe intra -period commodity swap activity
to facilitat e investor understanding of the impact of the transactions on your liquidity or
results of operations.  Refer to http://www.sec.gov/rules/interp/2010/33 -9144fr.pdf.  As
applicable, please revise Note 13 , Financial Instruments , to disclose the  derivative
commodity instruments.
Asbestos Matters, page 126
3. If there is at least a reasonable possibility that a loss exceeding amounts already
recognized may have been incurred,  please either disclose an estimate (or, if true, state
that the estimate is immaterial i n lieu of providing quantified amounts) of the additional
loss or range of loss, or state that such an estimate cannot be made. Please refer to ASC
450-20-50.

4. Per your annual valuation process, you revised your look -back period from five to three
years an d your look -forward period from seven to fifteen years.  Please disclose the
effect of the change in your estimate on income from continuing operations, net income,
and any related per -share amounts.  Refer to ASC 250 -10-50-4.

5. We note your disclosure that the amounts recorded for asbestos -related liabilities and
insurance -related assets are based on your strategies for resolving asbestos claims,
currently available information and a number of estimates and assumptions, which
include the number and type of new claims, the average cost of claim resolutions, the
resolution of coverage issues with insurance carriers, amount of insurance and the
solvency risk with respect to your insurance carriers.  We further note your disclosure on
page 22 that a change in one or more of the inputs or the methodology that you use to
estimate the asbestos liability (such as policy triggers, policy or contract interpretation,
success in litigation in certain cases, the methodology for allocating claim s to policies,
etc.) could materially change the estimated liability and associated cash flows for
pending and future claims.  Please expand your discussion of critical accounting policies
and estimates concerning asbestos -related contingencies and insuran ce receivables,
including a sensitivity analysis on certain changes to inputs or methodology that could
materially impact the estimated liability and associated cash flows for pending and
future claims.

Please file all correspondence over EDGAR.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable Exchange Act rules

Mr. Arun Nayar
Tyco International Ltd.
February 5, 2013
Page 3

 require.   Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.

In responding to our comments, please provide  a written statement from the compan y
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to t he filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson , Senior Staff Accountant, at (202) 551-3365  or Dean
Suehiro, Senior Staff Accountant , at (202) 551 -3384 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director

Cc: Judith Reinsdorf, General Counsel