SecProbe.io

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 March 24, 2026

Marc Vandiepenbeeck
Chief Financial Officer
Johnson Controls International plc
One Albert Quay
Cork, Ireland T12 X8N6

 Re: Johnson Controls International plc
 Form 10-K for the Fiscal Year Ended September 30, 2025
 File No. 001-13836
Dear Marc Vandiepenbeeck:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: John Donofrio
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</DOCUMENT>

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 Document Johnson Controls, Inc. 5757 N Green Bay Ave, Milwaukee, WI 53209 March 18, 2026 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Washington, D.C. 20549-9303 Attention:    Ms. Megan Masterson Ms. Christine Dietz Re:    Johnson Controls International plc Form 10-K for the Fiscal Year Ended September 30, 2025 File No. 001-13836 Dear Ms. Masterson and Ms. Dietz:     This letter is in response to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”) dated February 26, 2026. Your comments are reproduced below in bold italics, followed in each case by the response of Johnson Controls International plc (the “Company”). Form 10-K for the Fiscal Year Ended September 30, 2025 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 31 1. We note your disclosure on page 6 indicates that management uses backlog and orders as tools to monitor the performance of the business and provide management with a deeper level of insight into the progress of specific strategic and growth initiatives. Please revise to include a qualitative and quantitative discussion of such metrics for each period presented to enhance a readers understanding of your business similar to slides 9 and 10 of your Fiscal Q4 2025 Earnings Conference Call investor presentation which addresses changes by segment and solution. Refer to SEC Release No. 33-10751. Response: The Company acknowledges the Staff’s comment and hereby confirms to the Staff that it will include in future periodic reports a qualitative and quantitative discussion of orders and backlog similar in scope to the information included in the Company’s Q4 Fiscal Year 2025 earnings presentations.                                                          Johnson Controls, Inc. 5757 N Green Bay Ave, Milwaukee, WI 53209 Segment Analysis, page 35 2. We note your disclosure of Segment EBITA appears to be an additional segment measure of profit. Please revise to identify this additional measure of segment profit or loss as non-GAAP and provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K. Similar concerns apply to your disclosures in your earnings releases furnished on Form 8-K. Response: The Company acknowledges the Staff’s comment and hereby confirms that it will include in future periodic reports and disclosures revised disclosure and presentation of Segment EBIT and Segment EBITA that identifies Segment EBITA as non-GAAP and includes the disclosures required by Item 10(e)(1)(i) of Regulation S-K. The Company will also make corresponding revisions to its future earnings releases. Consolidated Financial Statements Note 18. Segment Information Geographic Areas, page 100 3.     We note approximately 44% of your revenue was from foreign jurisdictions. Please tell us whether revenue from any individual foreign country is material and if so, how you considered the guidance in ASC 280-10-50-41(a). Response: The Company acknowledges the Staff’s comment and hereby advises the Staff that, other than the United States, no individual country contributed revenue that was material for the year ended September 30, 2025. In assessing materiality, the Company referenced the 10% tests provided in ASC 280-10-50-12. We acknowledge that the Company is responsible for the accuracy of its disclosures, that the Commission is not foreclosed from taking action with respect to its filing and that the Company may not use the staff comments as a defense in any proceeding. Please contact me at (414) 524-2108 if you need any additional information. Sincerely, /s/ Marc Vandiepenbeeck Marc Vandiepenbeeck Chief Financial Officer cc: Daniel “Skip” McConeghy, Chief Accounting and Tax Officer, Johnson Controls International plc

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 Document Richard Dancy Vice President, Associate General Counsel & Corporate Secretary Johnson Controls www.johnsoncontrols.com March 2, 2026 Via EDGAR Ms. Megan Masterson Ms. Christine Dietz U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re:    Johnson Controls International plc Form 10-K for the Fiscal Year Ended September 30, 2025 File No. 001-13836 Dear Ms. Masterson and Ms. Dietz:     Johnson Controls plc (the “ Company ”) is in receipt of your letter, dated February 26, 2026, regarding the above-referenced filing (the “ Comment Letter ”). This letter confirms that, pursuant to my telephone conversation with Ms. Dietz and Ms. Masterson on March 2, 2026, the Company will provide a response to the Comment Letter by March 19, 2026. Thank you for your assistance. If you have any additional questions or comments, you may reach me at 414-524-6294. Sincerely, /s/ Richard J. Dancy Richard J. Dancy cc: Marc Vandiepenbeeck John Donofrio                                                               Johnson Controls International plc

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 February 26, 2026

Marc Vandiepenbeeck
Chief Financial Officer
Johnson Controls International plc
One Albert Quay
Cork, Ireland T12 X8N6

 Re: Johnson Controls International plc
 Form 10-K for the Fiscal Year Ended September 30, 2025
 File No. 001-13836
Dear Marc Vandiepenbeeck:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended September 30, 2025
Management's Discussion and Analysis of Financial Condition and Result of
Operations, page
31

1. We note your disclosure on page 6 indicates that management uses backlog
and orders as
 tools to monitor the performance of the business and provide management
with a deeper
 level of insight into the progress of specific strategic and growth
initiatives. Please revise
 to include a qualitative and quantitative discussion of such metrics for
each period
 presented to enhance a readers understanding of your business similar to
slides 9 and 10
 of your Fiscal Q4 2025 Earnings Conference Call investor presentation
which addresses
 changes by segment and solution. Refer to SEC Release No. 33-10751.
Segment Analysis, page 35

2. We note your disclosure of Segment EBITA appears to be an additional
segment
 measure of profit. Please revise to identify this additional measure of
segment profit or
 loss as non-GAAP and provide the disclosures required by Item
10(e)(1)(i) of Regulation
 S-K. Similar concerns apply to your disclosures in your earnings
releases furnished on
 Form 8-K.
 February 26, 2026
Page 2

Consolidated Financial Statements
Note 18. Segment Information
Geographic Areas, page 100

3. We note approximately 44% of your revenue was from foreign
jurisdictions. Please tell
 us whether revenue from any individual foreign country is material and
if so, how you
 considered the guidance in ASC 280-10-50-41(a).
 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Megan Masterson at 202-551-3407 or Christine Dietz at
202-551-3408
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
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February 27, 2025
Marc Vandiepenbeeck
Chief Financial Officer
Johnson Controls International plc
One Albert Quay
Cork, Ireland T12 X8N6
T12 X8N6
Re:Johnson Controls International plc
Form 10-K for the Fiscal Year Ended September 30, 2024
File No. 001-13836
Dear Marc Vandiepenbeeck:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:John Donofrio

CORRESP
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Document

Marc Vandiepenbeeck

EVP and Chief Financial Officer

Johnson Controls

5757 N. Green Bay Avenue

Glendale, WI 53209

February 26, 2025

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549-9303

Attention:    Ms. Megan Masterson

Ms. Christine Dietz

Re:    Johnson Controls International plc

Form 10-K for the Fiscal Year Ended September 30, 2024

Form 8-K furnished on November 6, 2024

File No. 001-13836

Dear Ms. Masterson and Ms. Dietz:

This letter is in response to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”) dated February 18, 2025. Your comments are reproduced below in bold italics, followed in each case by the response of Johnson Controls International plc (the “Company”).

Form 10-K for the Fiscal Year Ended September 30, 2024

Management's Discussion and Analysis of Financial Condition and Results of Operations Segment Analysis, page 38

1.As previously requested in comment 2 of our letter dated January 25, 2024, please revise to remove the non-GAAP measure total segment EBITA from your periodic filings. Please refer to your response letter dated February 16, 2024 where you indicated that you would not present this measure in future filings.

Response:

The Company acknowledges the Staff’s comment and had revised its filings to remove total segment EBITA from its previously filed Quarterly Reports on Form 10-Q for all quarterly periods during fiscal year 2024 and for the most recent quarter ended December 31, 2024.  The revisions were inadvertently omitted from the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.  The Company will not present the non-GAAP measure total segment EBITA in future periodic filings.

Liquidity and Capital Resources

Working Capital, page 40

2.In your response letter dated February 16, 2024, you stated you would revise future filings to only include a calculation of working capital as defined in the FASB Codification Master Glossary, however,

Marc Vandiepenbeeck

EVP and Chief Financial Officer

Johnson Controls

5757 N. Green Bay Avenue

Glendale, WI 53209

we note your disclosure of working capital is not consistent with the cited definition and is therefore a non-GAAP measure. Please tell us how your presentation complies with Item 10(e)(1)(ii)(A) of Regulation S-K which prohibits excluding charges or liabilities that required or will require cash settlement from non-GAAP liquidity measures or revise your disclose accordingly.

Response:

The Company acknowledges the Staff’s comment and had revised its disclosures to only present a calculation of working capital as defined in the FASB Codification Master Glossary in its previously filed Quarterly Reports on Form 10-Q for all quarterly periods during fiscal year 2024 and for the most recent quarter ended December 31, 2024. The revisions were inadvertently omitted from the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.  The Company will only include a calculation of working capital as defined in the FASB Codification Master Glossary in its future periodic filings.

Form 8-K furnished on November 6, 2024

Cash Flow, Free Cash Flow and Free Cash Flow Conversion, page 17

3.You present the measures free cash flow and adjusted free cash flow conversion without presenting the most directly comparable GAAP measure of operating cash flow conversion with equal or greater prominence. Please revise. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP C&DIs.

Response:

The Company acknowledges the Staff’s comment and will include a presentation of operating cash flow conversion with equal or greater prominence when also presenting free cash flow and adjusted free cash flow conversion in its future earnings releases furnished on Form 8-K.

Statements of Income, page 23

4.We note your presentation of Combined results here and on page 24 which combine the results of continuing and discontinued operations. We also note your references to revenue throughout the filing, including the tables on page 14 and 15 are that of combined revenue and not of GAAP revenue. As the R&LC HVAC business is classified as a discontinued operation and therefore the historical financial results are reflected as a discontinued operation in all periods presented, the combined results presented in your Form 8-K have the effect of changing the principles required to be applied in accordance with GAAP and would be considered individually tailored. Please revise in future filings to remove these presentations. Refer to Question 100.04 of the Non-GAAP C&DIs.

Response:

The Company acknowledges the Staff’s comment and will not include presentations of combined continuing and discontinued operations results in future filings.

Marc Vandiepenbeeck

EVP and Chief Financial Officer

Johnson Controls

5757 N. Green Bay Avenue

Glendale, WI 53209

We acknowledge that the Company is responsible for the accuracy of its disclosures, that the Commission is not foreclosed from taking action with respect to its filing and that the Company may not use the staff comments as a defense in any proceeding.

Please contact me at (414) 524-2108 if you need any additional information.

Sincerely,

/s/ Marc Vandiepenbeeck

Marc Vandiepenbeeck

Chief Financial Officer

cc:   John Donofrio, Executive Vice President and General Counsel, Johnson Controls International plc

Daniel “Skip” McConeghy, Chief Accounting and Tax Officer, Johnson Controls International plc

February 18, 2025
Marc Vandiepenbeeck
Chief Financial Officer
Johnson Controls International plc
One Albert Quay
Cork, Ireland T12 X8N6
T12 X8N6
Re:Johnson Controls International plc
Form 10-K for the Fiscal Year Ended September 30, 2024
Form 8-K furnished on November 6, 2024
File No. 001-13836
Dear Marc Vandiepenbeeck:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Segment Analysis, page 38
1.As previously requested in comment 2 of our letter dated January 25, 2024, please
revise to remove the non-GAAP measure total segment EBITA from your periodic
filings. Please refer to your response letter dated February 16, 2024 where you
indicated that you would not present this measure in future filings.
Liquidity and Capital Resources
Working Capital, page 40
In your response letter dated February 16, 2024, you stated you would revise future
filings to only include a calculation of working capital as defined in the FASB
Codification Master Glossary, however, we note your disclosure of working capital is
not consistent with the cited definition and is therefore a non-GAAP measure. Please 2.

February 18, 2025
Page 2
tell us how your presentation complies with Item 10(e)(1)(ii)(A) of Regulation S-K
which prohibits excluding charges or liabilities that required or will require cash
settlement from non-GAAP liquidity measures or revise your disclose accordingly.
Form 8-K furnished on November 6, 2024
Cash Flow, Free Cash Flow and Free Cash Flow Conversion, page 17
3.You present the measures free cash flow and adjusted free cash flow conversion
without presenting the most directly comparable GAAP measure of operating cash
flow conversion with equal or greater prominence. Please revise. Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP  C&DIs.
Statements of Income , page 23
4.We note your presentation of Combined results here and on page 24 which combine
the results of continuing and discontinued operations. We also note your references to
revenue throughout the filing, including the tables on page 14 and 15 are that of
combined revenue and not of GAAP revenue. As the R&LC HVAC business is
classified as a discontinued operation and therefore the historical financial results are
reflected as a discontinued operation in all periods presented, the combined results
presented in your Form 8-K have the effect of changing the principles required to be
applied in accordance with GAAP and would be considered individually
tailored. Please revise in future filings to remove these presentations. Refer to
Question 100.04 of the Non-GAAP C&DIs.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Megan Masterson at 202-551-3407 or Christine Dietz at 202-551-3408
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:John Donofrio

United States securities and exchange commission logo
February 22, 2024
Marc Vandiepenbeeck
Chief Financial Officer
Johnson Controls International plc
One Albert Quay
Cork, Ireland T12 X8N6
Re:Johnson Controls International plc
Form 10-K for the Fiscal Year Ended September 30, 2023
File No. 001-13836
Dear Marc Vandiepenbeeck:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John Donofrio

CORRESP
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Marc Vandiepenbeeck

EVP and Chief Financial Officer

Johnson Controls

5757 N. Green Bay Avenue

Glendale, WI 53209

February 16, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549-9303

Attention:    Ms. Megan Akst

Ms. Christine Dietz

Re:    Johnson Controls International plc

Form 10-K for the Fiscal Year ended September 30, 2023

Filed December 14, 2023

Form 8-K Furnished December 12, 2023

File No. 001-13836

Dear Ms. Akst and Ms. Dietz:

This letter is in response to the comment letter from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) dated January 25, 2024. Your comments are reproduced below in bold italics, followed in each case by the response of Johnson Controls International plc (the “Company”).

Form 10-K for the Fiscal Year Ended September 30, 2023

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Fiscal Year 2023 Compared to Fiscal Year 2022, page 32

1.Please tell us whether you use any metrics to monitor your ability to retain customers, acquire new customers or expand sales to existing customers. For example, we note in your quarterly earnings slides that you highlight sites under long-term service agreements, and order growth for install and service on a consolidated and segmental basis. Tell us your consideration of disclosing these or other metrics for each period presented and any related trends that affect your revenues or results of operations. We refer you to Item 303(a) of Regulation S-K and SEC Release No. 33-10751.

Response:

The Company generally measures and manages the performance of its business and segments based on revenue, profit (including margin), cash flow and earnings.  From time to time the Company will utilize metrics regarding its ability to retain customers, acquire new customers or expand sales to existing customers to examine performance and trends with respect to specific lines of business, customer relationships or strategic initiatives.  These additional metrics are meant to provide management with a deeper level of insight into the progress of specific strategic and growth initiatives and may not necessarily be reflective of

Marc Vandiepenbeeck

EVP and Chief Financial Officer

Johnson Controls

5757 N. Green Bay Avenue

Glendale, WI 53209

the performance of the Company’s operating segments or business as a whole.  For example, the Company’s use and related disclosure of sites under long-term service agreements illustrates the Company’s value proposition and strategy as a provider of building products and solutions over the lifecycle of a building, but this metric is not used as a performance indicator to manage the Company’s operating segments or predict future performance. The Company does not use key performance indicators specific to line of business, customer type or strategic initiative to manage the performance of the Company’s business or segments.

The Company considers Item 303(a) of Regulation S-K and SEC Release No. 33-10751 when preparing its MD&A disclosures.  Within MD&A, the Company has disclosed the key financial metrics the Company believes are material to the users of the financial statements in addition to a narrative discussion of why the Company believes these metrics are helpful in understanding our results of operations.  This includes discussion of macroeconomic and performance trends that may impact the Company’s results of operations, in addition to discussion of changes in demand,  backlog and other factors that have affected or may affect the Company’s results of operations.  While the Company views the acquisition, expansion and retention of customers as important to support growth and the Company’s long-term strategy, the Company does not view any particular measure of the acquisition, expansion or retention of customers as a key indicator of its operating performance from quarter to quarter and, accordingly, has not included these metrics within its MD&A disclosure.

The Company has considered the Staff’s comment, in addition to Item 303(a) of Regulation S-K and SEC Release No. 33-10751, with respect to other measures that were not specifically identified in the Staff’s comment. The Company will include information on orders for its Building Solutions operating segments in future annual and quarterly reports filed with the Commission.

Segment Analysis, page 35

2.We note that you present total segment EBITA, which is a non-GAAP measure and should be reconciled to the most directly comparable GAAP measure. However, once reconciled it would appear that such measure may include adjustments that are inconsistent with the applicable non-GAAP guidance. In this regard, adjusting for “Corporate” expenses" appears to present a non-GAAP measure that excludes normal, recurring, cash operating expenses. Therefore, please revise to remove this measure from your periodic filings, Form 8-K earnings releases, and earnings presentations. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Questions 100.01 and 104.04 of the non-GAAP C&DIs.

Response:

The Company acknowledges the Staff’s comment and has removed presentation of total segment EBITA from its earnings materials and Quarterly Report Form 10-Q for its first fiscal quarter ended December 31, 2023, and will not present this measure in future periodic filings, Form 8-K earnings releases, and earnings presentations.

Marc Vandiepenbeeck

EVP and Chief Financial Officer

Johnson Controls

5757 N. Green Bay Avenue

Glendale, WI 53209

Liquidity and Capital Resources Working Capital, page 36

3.We note your disclosure of working capital is not consistent with the definition of working capital in the FASB Codification Master Glossary and is therefore a non-GAAP measure. Please tell us how your presentation complies with Item 10(e)(1)(ii)(A) of Regulation S-K which prohibits excluding charges or liabilities that required or will require cash settlement from non-GAAP liquidity measures.

Response:

The Company acknowledges the Staff’s comment and has revised its disclosure to only include a calculation of working capital as defined in the FASB Codification Master Glossary in its Quarterly Report on Form 10-Q for its first fiscal quarter ended December 31, 2023, and will continue to do so in future annual and quarterly reports filed with the Commission.

Capitalization, page 37

4.We note you present the non-GAAP ratio, net debt as a % of total capitalization without presenting the ratio calculated using the most directly comparable GAAP measure(s) with equal or greater prominence. Please revise future filings accordingly. Refer to Question 102.10(a) of the Non-GAAP C&DIs.

Response:

The Company acknowledges the Staff’s comment and has revised its disclosure to include the ratio calculated with the most comparable GAAP measures, which is total debt as a percentage of total capitalization, in its Quarterly Report on Form 10-Q for its first fiscal quarter ended December 31, 2023. The Company has also included additional disclosure to provide clarity on the calculations of the ratios. The Company will continue to include these disclosures in future annual and quarterly reports filed with the Commission.

Form 8-K furnished on December 12, 2023

Exhibit 99.1, page 1

5.We note that you discuss the percentage changes in non-GAAP EPS, adjusted net income, EBIT and EBIT margin on page 1 without providing a similar discussion of the percentage changes in the most directly comparable GAAP measure. Also, you disclose EBIT and adjusted EBIT margins without disclosing the comparable GAAP margin. Please revise to present and discuss the most directly comparable GAAP measure with equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the non-GAAP C&DIs.

Response:

Marc Vandiepenbeeck

EVP and Chief Financial Officer

Johnson Controls

5757 N. Green Bay Avenue

Glendale, WI 53209

The Company acknowledges the Staff’s comment and has removed discussion of the changes in non-GAAP EPS, adjusted net income, EBIT and EBIT margin in the earnings release furnished on Form 8-K for its first fiscal quarter ended December 31, 2023, and will continue to do so in future earnings releases furnished on Form 8-K unless accompanied by a discussion of the most directly comparable GAAP measure with equal or greater prominence.

The Company has also removed the presentation and discussion of EBIT and Adjusted EBIT margin in the earnings release furnished on Form 8-K for its first fiscal quarter ended December 31, 2023, and will continue to do so in future earnings releases furnished on Form 8-K unless accompanied by the most directly comparable GAAP measure with equal or greater prominence.

6.Please revise to remove the “GAAP” header in the table on page 2 as total segment EBITA and EBIT are non-GAAP measures.

Response:

The Company acknowledges the Staff’s comment and has removed the identified table in its entirety in the earnings release furnished on Form 8-K for the quarter ended December 31, 2023, and will continue to do so in future earnings releases furnished on Form 8-K.

7.Please revise the reconciliations on page 15 to begin with the most directly comparable GAAP measure and reconcile to the non-GAAP. For example, your reconciliation should start with net income and reconcile down to EBIT and Adjusted EBIT. Refer to Question 102.10(b) of the Non-GAAP C&DIs.

Response:

The Company acknowledges the Staff’s comment and has revised its reconciliation to start with net income attributable to JCI and reconcile down to EBIT in the earnings release furnished on Form 8-K for the quarter ended December 31, 2023, and will continue to do so in future earnings releases furnished on Form 8-K. The reconciliation of EBIT to adjusted EBIT is no longer applicable as a result of revisions made to disclosures in response to Comment 5 as discussed above.

8.Please revise the title of your free cash flow measure to adjusted free cash flow or similar description as your calculation differs from the typical calculation of cash flows from operating activities less capital expenditures. Refer to Question 102.07 of the Non-GAAP C&DIs.

Response:

The Company acknowledges the Staff’s comment and has revised the title of the Company’s free cash flow measure to “adjusted free cash flow” in the earnings release furnished on Form 8-K for the quarter ended December 31, 2023, and will continue to do so in future earnings releases furnished on Form 8-K.

Marc Vandiepenbeeck

EVP and Chief Financial Officer

Johnson Controls

5757 N. Green Bay Avenue

Glendale, WI 53209

We acknowledge that the Company is responsible for the accuracy of its disclosures, that the Commission is not foreclosed from taking action with respect to its filing and that the Company may not use the staff comments as a defense in any proceeding.

Please contact me at (414) 469-8420 if you need any additional information.

Sincerely,

/s/ Marc Vandiepenbeeck

Marc Vandiepenbeeck

EVP & Chief Financial Officer

cc:   John Donofrio, Executive Vice President and General Counsel, Johnson Controls International plc

Daniel “Skip” McConeghy, Chief Accounting and Tax Officer, Johnson Controls International plc

CORRESP
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Document

Johnson Controls

Richard Dancy

Vice President, Associate General Counsel

& Corporate Secretary

Johnson Controls

www.johnsoncontrols.com

January 30, 2024

Via EDGAR

Ms. Megan Akst

Ms. Christine Dietz

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Re:    Johnson Controls International plc
Form 10-K for the Fiscal Year Ended September 30, 2023
Form 8-K Furnished December 12, 2023
File No. 001-13836

Dear Ms. Akst and Ms. Dietz:

Johnson Controls plc (the “Company”) is in receipt of your letter, dated January 25, 2024, regarding the above-referenced filings (the “Comment Letter”).  This letter confirms that, pursuant to my telephone conversation with Ms. Dietz on January 29, 2024, the Company has requested, and you have agreed to, an extension to the deadline for the Company’s response to the Comment Letter until February 23, 2024.

Thank you for your assistance.  If you have any additional questions or comments, you may reach me at 414-524-6294.

Sincerely,

/s/ Richard J. Dancy

Richard J. Dancy

cc:  Marc Vandiepenbeeck

       John Donofrio

Johnson Controls International plc

United States securities and exchange commission logo
January 25, 2024
Marc Vandiepenbeeck
Chief Financial Officer
Johnson Controls International plc
One Albert Quay
Cork, Ireland T12 X8N6
Re:Johnson Controls International plc
Form 10-K for the Fiscal Year Ended September 30, 2023
Form 8-K Furnished December 12, 2023
File No. 001-13836
Dear Marc Vandiepenbeeck:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Fiscal Year 2023 Compared to Fiscal Year 2022, page 32
1.Please tell us whether you use any metrics to monitor your ability to retain customers,
acquire new customers or expand sales to existing customers. For example, we note in
your quarterly earnings slides that you highlight sites under long-term service agreements,
and order growth for install and service on a consolidated and segmental basis. Tell us
your consideration of disclosing these or other metrics for each period presented and any
related trends that affect your revenues or results of operations. We refer you to Item
303(a) of Regulation S-K and SEC Release No. 33-10751.

 FirstName LastNameMarc Vandiepenbeeck
 Comapany NameJohnson Controls International plc
 January 25, 2024 Page 2
 FirstName LastName
Marc Vandiepenbeeck
Johnson Controls International plc
January 25, 2024
Page 2
Segment Analysis, page 35
2.We note that you present total segment EBITA, which is a non-GAAP measure and
should be reconciled to the most directly comparable GAAP measure. However, once
reconciled it would appear that such measure may include adjustments that are
inconsistent with the applicable non-GAAP guidance. In this regard, adjusting for
“Corporate” expenses" appears to present a non-GAAP measure that excludes normal,
recurring, cash operating expenses. Therefore, please revise to remove this measure from
your periodic filings, Form 8-K earnings releases, and earnings presentations. Refer to
Item 10(e)(1)(i)(B) of Regulation S-K and Questions 100.01 and 104.04 of the non-GAAP
C&DIs.
Liquidity and Capital Resources
Working Capital, page 36
3.We note your disclosure of working capital is not consistent with the definition
of working capital in the FASB Codification Master Glossary and is therefore a non-
GAAP measure. Please tell us how your presentation complies with Item 10(e)(1)(ii)(A)
of Regulation S-K which prohibits excluding charges or liabilities that required or will
require cash settlement from non-GAAP  liquidity measures.
Capitalization, page 37
4.We note you present the non-GAAP ratio, net debt as a % of total capitalization without
presenting the ratio calculated using the most directly comparable GAAP measure(s) with
equal or greater prominence. Please revise future filings accordingly. Refer to
Question 102.10(a) of the Non-GAAP C&DIs.
Form 8-K furnished on December 12, 2023
Exhibit 99.1, page 1
5.We note that you discuss the percentage changes in non-GAAP EPS, adjusted net income,
EBIT and EBIT margin on page 1 without providing a similar discussion of the
percentage changes in the most directly comparable GAAP measure. Also, you disclose
EBIT and adjusted EBIT margins without disclosing the comparable GAAP margin.
Please revise to present and discuss the most directly comparable GAAP measure with
equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10(a) of the non-GAAP C&DIs.
6.Please revise to remove the “GAAP” header in the table on page 2 as total segment
EBITA and EBIT are non-GAAP measures.
7.Please revise the reconciliations on page 15 to begin with the most directly comparable
GAAP measure and reconcile to the non-GAAP. For example, your reconciliation should
start with net income and reconcile down to EBIT and Adjusted EBIT. Refer to Question

 FirstName LastNameMarc Vandiepenbeeck
 Comapany NameJohnson Controls International plc
 January 25, 2024 Page 3
 FirstName LastName
Marc Vandiepenbeeck
Johnson Controls International plc
January 25, 2024
Page 3
102.10(b) of the Non-GAAP C&DIs.
8.Please revise the title of your free cash flow measure to adjusted free cash flow or a
similar description as your calculation differs from the typical calculation of cash flows
from operating activities less capital expenditures. Refer to Question 102.07 of the Non-
GAAP C&DIs.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Megan Akst at 202-551-3407 or Christine Dietz at 202-551-3408 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John Donofrio

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Response Letter

Simpson Thacher & Bartlett LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

 TELEPHONE: +1-212-455-2000

 FACSIMILE: +1-212-455-2502

 Direct Dial Number

 (212) 455-2303

 E-mail Address

MSTAVENAS@STBLAW.COM

 May 8, 2019

VIA EDGAR

 Christina Chalk

Senior Special Counsel

 Office of Mergers and Acquisitions

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Johnson Controls International plc

Schedule TO-I filed May 3, 2019

SEC File No. 5-43685

Dear Ms. Chalk:

 On behalf of Johnson
Controls International plc (the “Company”), set forth below are responses to comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
set forth in its letter dated May 6, 2019 (the “Comment Letter”) with respect to the Schedule TO-I filed by the Company on May 3, 2019 (SEC File
No. 5-43685) (the “Schedule TO”).

 For the Staff’s convenience, the
text of the Staff’s comment is set forth below in bold, followed by the Company’s response. Concurrently with filing this letter, the Company is filing Amendment No. 2 to the Schedule TO (“Amendment
No. 2”), which includes revisions to the Schedule TO in response to the Staff’s comments.

Securities and Exchange Commission

May 8, 2019

 Exhibit (a)(1)(A)—Offer to Purchase

Section 5. Purchase of Shares and Payment of Purchase Price; Redemption, page 28

1.
 In this Section on page 29, you state that the Company is authorized under its Articles of Association to
effect repurchases of Shares as “redemptions” and any purchases of Shares in the Offer will be considered redemptions. Revise to explain the impact of the redemption designation and how (if at all) it differs from an ordinary purchase. If
this is related to the matters addressed in our next two comments, please so note.

 Response: Under Irish
law, a company must acquire its own shares either by purchase or by redemption. The Company’s Articles of Association, which have been approved by its shareholders, permit share acquisitions by redemption. Acquisition of shares by redemption in
this manner is a standard way for companies incorporated in Ireland with a U.S. listing to carry out the acquisition of its own shares and this approach allows such acquisitions to be implemented by the exercise of board authority consistent with
the corporate governance norms for U.S. listed companies. From the perspective of a shareholder accepting the tender offer, there is no difference in outcome whether the tender offer is effected by way of a purchase or a redemption, nor is there any
difference in the tendering shareholder’s rights pending the consummation of the transfer/redemption of the shares tendered. The financial requirements of the tender offer from the perspective of the Company are identical whether effected as a
purchase or a redemption: the acquired shares are subject to the same rules regarding the treatment of treasury shares, the same rules relating to the permitted sources of funding for the acquisition and the same balance sheet outcome and accounting
impacts result under either mechanism.

 The Company has revised the disclosure in Amendment No. 2 to explain that there is no impact
of the redemption designation or difference to tendering shareholders as compared to a purchase. For ease of reference, the revised language is set out below (with new text underlined):

Under Irish law, a company must acquire its own shares either by purchase or by redemption and, in either case, the financial requirements
of the Offer from the perspective of the Company are the same. The Company is authorized under Article 3(d) of our Articles of Association to effect repurchases of Shares as redemptions and any repurchases of Shares pursuant to the Offer will be
effected by redemption. References in this Offer to Purchase to an “offer to purchase,” “purchase,” “repurchase,” “tender” or “purchase price” means “offer to redeem,” “redeem,”
“redemption,” “tender for redemption” or “redemption price” as the context permits and similar terms shall be construed accordingly. The proper tendering or deemed tendering of Shares pursuant to the Offer to Purchase /
redemption in accordance with the terms and subject to the conditions of the Offer, which are capable of purchase under the Offer, shall constitute an agreement, transaction or trade with the Company within the meaning of Article 3(d) of our
Articles of Association and such Shares shall be deemed to be Redeemable Shares within the meaning of our Articles of Association. The Company’s redemption of Shares, as opposed to a purchase, pursuant to the Offer will have no impact on
tendering shareholders or such holders’ rights pending the consummation of the Offer.

 2

Securities and Exchange Commission

May 8, 2019

 Conditions of the Offer, page 30

2.
 Refer to the conditions listed in the third and fourth bullets in this Section. To avoid an illusory offer,
all conditions must be outside of the control of the bidder. In this context, determining whether a condition has been satisfied “in [bidder’s] absolute discretion,” is problematic. Please revise the last sentence of each condition to
include a reasonableness standard.

 Response: The Company has revised the disclosure in Amendment No. 2
to make changes to the conditions of the Offer to clarify that whether the Irish legal test has been satisfied is a question of fact. While the directors are responsible for making this assessment correctly, ultimately the assessment is objective.
For ease of reference, the revised language is set out below (with new text underlined and deleted text with a strike through):

•

 the Company having insufficient profits available for distribution within the meaning of section 117 of the Irish
Companies Act to complete the purchase of the Shares tendered under the Offer in compliance with Irish law based on the Company’s relevant financial records;, or the directors of the Company otherwise determining such an
insufficiency (or risk of insufficiency) in their absolute discretion at the time of commencement of the Offer, the Company had sufficient profits available for distribution to consummate the Offer;

•

 the Company having net assets of less than its called-up share
capital and its undistributable reserves (as defined in section 1082 of the Irish Companies Act) to complete the purchase of Shares tendered under the Offer in compliance with Irish law based on the Company’s relevant financial
records;, or the directors of the Company otherwise determining such an insufficiency (or risk of insufficiency) in their absolute discretion at the time of commencement of the Offer, the Company had sufficient net assets to
consummate the Offer;

3.
 See our last comment above. In your response letter, with a view to additional disclosure if necessary,
explain who will determine whether these conditions have been satisfied and when they will do so. State whether Irish regulatory authorities will play a role in this determination.

Response: These conditions reflect the mandatory Irish legal requirements relating to the funding of an acquisition of shares by the
Company. Whether the conditions are met is a question of fact which, under Irish law, the directors of the Company have a responsibility to correctly assess, by reference to the relevant financial records of the Company. No Irish regulatory
authority will play a role in this determination; in particular, no regulatory approvals, notifications or consents are required or will be sought in determining whether these conditions are satisfied. As stated in the Offer to Purchase, as of
March 31, 2019, the Company had approximately $33.0 billion of profits available for distribution, an amount the Company had determined was sufficient at the time of launching of the tender offer to consummate the purchase of shares in the
Offer.

 3

 Please feel free to contact me at (212) 455-2303
with any questions regarding this filing or if you wish to discuss any of the above responses.

Very truly yours,

 /s/ Marisa D. Stavenas

Marisa D. Stavenas

cc:

 Michael R. Peterson, Vice President and Corporate Secretary

Johnson Controls International plc

Alan M. Klein

 Kenneth B. Wallach

Simpson Thacher & Bartlett LLP

Stephen Ranalow

 Arthur
Cox

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 May 6 , 2019

Via Email

Alan M. Klein
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017

Re:  Johnson Controls International plc
Schedule TO-I filed May  3, 2019
SEC File No. 5-43685

Dear Mr. Klein :

The staff in the Office of Mergers and Acquisitions in the Division of Corporation
Finance has conducted a limited review  of the filing listed above , focused on the matter s
identified in our comments below . All defined terms have the same meaning as in your
filing, unless otherwise noted.

Please respond to this letter promptly  by filing an amendment , by providing the
requested information, or by advising us when you will provide the  requested response. If
you do not believe our comments apply to your facts and circumstances or do not believe
an amendment is appropriate, please tell us why in your response.

After reviewing any amendment and  the information you provide in response to
these comments, we may have additional comments.   In some of our comments, we may
ask you to provide us with information so we may better understand your disclosure.

Exhibit (a)(1)(A) - Offer to Purchase

Section 5.  Purchase of Shares and Payment of Purchase Price; Redemption, page 28

1. In this Section on page 29, you state that the Company is authorized under its
Article s of Ass ociation to effect repurchases of Shares as “redemptions ” and any
purchases of Shares in the  Offer will be considered re demptions.  Revise to
explain the impact  of the redemption designation and how (if at all) it differs from

Alan M. Klein , Esq.
Simpson Thacher & Bartlett  LLP
May 6, 201 9
Page 2

 an ordinary purchase.   If this is related to the matters addressed in our next two
comments, please so note.

Conditions of the Offer, page 30

2. Refer to the conditions listed in the third  and fourth bullets in this Section.  To
avoid an illusory offer, all conditions must be outside of  the control of the bidder.
In this context, determining  whether a condition has been satisfied “in [bidder ’s]
absolute discretion ,” is problematic.  Please revise the last sentence of each
condition to include  a reasonableness standard.

3. See our last comment  above.  In your response letter , with a view to additional
disclosure  if necessary, explain who  will determine whether these conditions have
been sati sfied  and when they will do so.  State whether Irish regulatory  authorities
will play a role in this determination.

We remind you that the filing person is responsible for the accuracy and adequacy
of their disclosures, notwithstanding an y review, comments, action or absence of action
by the staff.  Please contact me at (202) 551 - 3263 with any questions about these
comments.

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and
Acquisitions

April 3, 2018
Brian Stief
Executive Vice President and Chief Financial Officer
Johnson Controls International plc
One Albert Quay
Cork, Ireland
Re:Johnson Controls International plc
Form 10-K for the Fiscal Year Ended September 30, 2017
Filed November 21, 2017
File No. 001-13836
Dear Mr. Stief:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Telecommunications

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		Document

Johnson Controls International plc

One Albert Quay

Cork, Ireland

Tel 353-21-423-5000

March 19,  2018

Mr. Robert Littlepage

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC 20549

Re:

 Johnson Controls International plc

Commission letter dated February 23, 2018

Commission File No. 001-13836

Response letter dated March 19,  2018

Dear Mr. Littlepage:

In response to the comment letter dated February 23, 2018 relating to Johnson Controls International plc’s (the "Company's") Annual Report on Form 10-K for its fiscal year ended September 30, 2017 ("Form 10-K"), the following is the Company's response. For your convenience, we have included the text of the Staff’s comment.

Form 10-K for the Fiscal Year Ended September 30, 2017

18. Income Taxes, page 114

1.

 The Commission's comment was as follows:

We note your disclosure stating “the U.S. federal statutory tax rate is being used as a comparison since the Company was a U.S. domiciled company in fiscal 2015 and 11 months of 2016 and due to the Company’s current legal entity structure.” Given that you were re-domiciled in Ireland in September 2016, please present your reconciliation of the statutory tax rate to the effective tax rate using the statutory tax rate of your country of domicile. Refer to Rule 4-08 (h) (2) of Regulation S-X.

The Company is respectfully aware of the disclosure requirements of Regulation S-X Rule 4-08 (h) (2) which indicate the income tax rate reconciliation should normally start using the income tax rate of the Company’s country of domicile.  In the Company’s fiscal 2017 Annual Report on Form 10-K, the U.S. federal statutory tax rate was used in the rate reconciliation for all periods presented.  The U.S. federal statutory tax rate was used for fiscal 2015 and 2016 since the Company was a U.S. domiciled company in fiscal 2015 and 11 months of fiscal 2016. The U.S. federal statutory tax rate was used for fiscal 2017 due to the Company’s legal entity structure as a material concentration of the Company’s operations are within the U.S. Additional factors considered by the Company in reconciling income tax expense to the U.S. federal statutory rate for fiscal 2017 included the relevance to investors and other end users of the Company’s financial statements of a reconciliation to the U.S. federal statutory rate and the fact that our peers are U.S.-based companies and/or continue to reconcile their income tax expense to the U.S. federal statutory rate. We believe that having a similar starting point in the income tax rate reconciliation assisted investors with comparability among companies.

1

Nonetheless, upon further consideration of Regulation S-X Rule 4-08 (h) (2), in future Annual Report on Form 10-K filings the Company will present its income tax rate reconciliation using the statutory tax rate of its country of domicile for periods after fiscal 2016. The Company will continue to use the U.S. federal statutory tax rate in the income tax rate reconciliation for fiscal 2016 since the Company was a U.S. domiciled company for 11 months of fiscal 2016. The following income tax rate reconciliation for fiscal 2017 is illustrative of what will be presented in the Company’s fiscal 2018 Annual Report on Form 10-K (in millions), as accompanied with revised footnote disclosures, as appropriate:

 Year Ended

September 30,

2017

Tax expense at Ireland statutory rate

 $

 320

U.S. state income tax, net of federal benefit

 23

Income subject to the U.S. federal tax rate

 (188

 )

Income subject to rates different than the statutory rate

 256

Reserve and valuation allowance adjustments

 (164

 )

Impact of acquisitions and divestitures

 475

Restructuring and impairment costs

 (17

 )

Income tax provision

 $

 705

We appreciate the opportunity to provide a response and clarification to the comment raised in your correspondence of February 23, 2018. If there are any further comments or questions, please do not hesitate to contact me at 414-524-2277.

Very truly yours,

JOHNSON CONTROLS INTERNATIONAL PLC

/s/ Brian J. Stief

Brian J. Stief

Executive Vice President and Chief Financial Officer

2

February 23, 2018
Brian Stief
Executive Vice President and Chief Financial Officer
Johnson Controls International plc
One Albert Quay
Cork, Ireland
Re:Johnson Controls International plc
Form 10-K for the Fiscal Year Ended September 30, 2017
Filed November 21, 2017
File No. 001-13836
Dear Mr. Stief:
            We have reviewed your filing and have the following comment.  Please comply with the
following comment in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.
             Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
             After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2017
18. Income Taxes, page 114
1.We note your disclosure stating "the U.S. federal statutory tax rate is being used as a
comparison since the Company was a U.S. domiciled company in fiscal 2015 and 11
months of 2016 and due to the Company's current legal entity structure."  Given that you
were re-domiciled in Ireland in September 2016, please present your reconciliation of the
statutory tax rate to the effective tax rate using the statutory tax rate of your country of
domicile.  Refer to Rule 4-08(h)(2) of Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameBrian Stief
 Comapany NameJohnson Controls International plc
 June 16, 2017 Page 2
 FirstName LastName
Brian Stief
Johnson Controls International plc
February 23, 2018
Page 2
            You may contact Kathryn Jacobson, Senior Staff Accountant, at 202-551-3365 or Robert
Littlepage, Accountant Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Courtney Lindsay,
Staff Attorney, at 202-551-7237 or Celeste Murphy, Legal Branch Chief, at 202-551-3257 with
any other questions.
Division of Corporation Finance
AD 11- Office of
Telecommunications

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[Johnson Controls International plc Letterhead]

December 15, 2016

VIA EDGAR AND EMAIL

Larry Spirgel

Assistant Director, Telecommunications

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE, Washington, D.C. 20549

Re:

Johnson Controls International plc

Registration Statement on Form S-4

Filed November 28, 2016

File No. 333-214806

Dear Mr. Spirgel:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Johnson Controls International plc (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-4, as amended by Amendment No. 1 filed on December 8, 2016, so that it will become effective at 1:00 p.m., Eastern Time, on Monday, December 19, 2016 or as soon thereafter as is practicable.

Please contact Michael S. Benn (212-403-1158) of Wachtell, Lipton, Rosen & Katz with any questions you may have regarding this request.  In addition, please notify Mr. Benn by telephone when this request for acceleration has been granted.

JOHNSON CONTROLS INTERNATIONAL PLC

By:

/s/ Judith A. Reinsdorf

Name:

Judith A. Reinsdorf

Title:

Executive Vice President and General Counsel

cc:

Tiffany Piland Posil, Special Counsel,   Office of Mergers & Acquisitions, Division of Corporation Finance,   U.S. Securities and Exchange Commission

Kate Beukenkamp, Attorney-Advisor, Division of Corporation Finance,   U.S. Securities and Exchange Commission

Brian J. Stief, Executive Vice President and Chief Financial   Officer, Johnson Controls International plc

Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz

David K. Lam, Wachtell, Lipton, Rosen & Katz

Michael S. Benn, Wachtell, Lipton, Rosen & Katz

CORRESP
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[WLRK Letterhead]

December 8, 2016

Via EDGAR and E-mail

Tiffany Piland Posil

Special Counsel, Office of Mergers & Acquisitions

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Re:          Johnson Controls International plc

Registration Statement on Form S-4

Filed November 28, 2016

File No. 333-214806

Dear Ms. Posil:

On behalf of our client, Johnson Controls International plc (“Johnson Controls” or the “Company”), set forth below are the responses of the Company to the comments of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) in your letter, dated December 6, 2016, regarding Johnson Controls’ Registration Statement on Form S-4 filed on November 28, 2016 (the “Registration Statement”).  This letter, together with Amendment No. 1 to the Registration Statement filed today by Johnson Controls (“Amendment No. 1”), provides Johnson Controls’ response to the Staff’s comments.

For your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company.  All page references in the responses set forth below refer to pages of Amendment No. 1.  We have enclosed a copy of Amendment No. 1 marked to show changes from the Registration Statement.  Capitalized terms used but not defined herein have the meanings specified in Amendment No. 1.

Conditions to the Exchange Offers and Consent Solicitations, page 45

1.             Disclosure indicates that Johnson Controls may determine in its “sole discretion” whether the offer conditions have occurred or have been satisfied.  Please revise the conditions in the second, sixth and seventh bullet points of paragraph (d)(2) to include an objective standard, such as a standard of reasonableness or quantifiable threshold, for the determination of whether these conditions have been satisfied.

Response:  In response to the Staff’s comment, the discussion on page 46 of the Registration Statement has been revised as follows to remove the conditions in the second, sixth and seventh bullet points of paragraph (d)(2):

(2) None of the following has occurred:

Tiffany Piland Posil

Securities and Exchange Commission

December 8, 2016

Page 2

·      any general suspension of or limitation on trading in securities on any United States national securities exchange or in the over-the-counter market (whether or not mandatory);

·      a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States (whether or not mandatory);

·      a commencement or escalation of a war, armed hostilities, terrorist act or other national or international crisis directly or indirectly relating to the United States, if the effect of any such event, in Johnson Controls’ reasonable judgment, makes it impracticable or inadvisable to proceed with the exchange offers or consent solicitations; or

·      any limitation (whether or not mandatory) by any governmental authority on, or other event, in Johnson Controls’ reasonable judgment, having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in the United States; and

Expiration Date; Extensions; Amendments, page 47

2.             Disclosure indicates that if Johnson Controls extends the exchange offers, it will make a public announcement thereof “as promptly as practicable.” Please revise to be consistent with Exchange Act Rule 14e-1(d).

Response: In response to the Staff’s comment, the discussion on page 47 of the Registration Statement has been revised as follows:

If Johnson Controls exercises any such right, it will give written notice thereof to the exchange agent and will make a public announcement thereof as promptly as practicable and, in the case of an extension of the expiration date for an exchange offer, no later than 9:00 a.m. Eastern time, on the next business day after the scheduled expiration date of such exchange offer. Without limiting the manner in which it may choose to make a public announcement of any extension, amendment or termination of the exchange offers and consent solicitations, Johnson Controls will not be obligated to publish, advertise or otherwise communicate any such public announcement, other than by making a timely press release to any appropriate news agency.

Withdrawal of Tenders and Revocation of Corresponding Consents, page 54

3.             Please disclose the date after which noteholders may withdraw Subsidiary Notes tendered in the exchange offers if not yet accepted for payment.  Refer to Securities Act Rule 162(a)(2) and Exchange Act Rule 13e-4(f)(2)(ii).

Response: In response to the Staff’s comment, the discussion on pages 14 and 54 of the Registration Statement has been revised as follows:

2

Tiffany Piland Posil

Securities and Exchange Commission

December 8, 2016

Page 3

Page 14

Tenders of Subsidiary Notes may be validly withdrawn at any time before the Expiration Date of the particular exchange offer or, if such Subsidiary Notes have not been accepted for payment, on or after January 26, 2017, the forty-first business day after the commencement of the exchange offers.

Page 54

Tenders of Subsidiary Notes in connection with any of the exchange offers may be withdrawn at any time prior to the Expiration Date of the particular exchange offer or, if such Subsidiary Notes have not been accepted for payment, on or after January 26, 2017, after the forty-first business day after the commencement of the exchange offers.

*            *            *            *            *

If you have any questions concerning the registration statement or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at 212-403-1158.

Sincerely,

/s/Michael S. Benn

Michael S. Benn

Wachtell, Lipton,   Rosen & Katz

cc:           Judith A. Reinsdorf, Executive Vice President and General Counsel, Johnson Controls International plc

Brian J. Stief, Executive Vice President and Chief Financial Officer, Johnson Controls International plc

Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz

David K. Lam, Wachtell, Lipton, Rosen & Katz

3

December 6 , 2016

Via E -mail
Judith A. Reinsdorf
Executive Vice President and General Counsel
Johnson Controls International plc
5757 North Green Bay Avenue
Milwaukee, Wisconsin 53209

Re: Johnson Controls International plc
Registration Statement on Form S -4
Filed November 28, 2016
File No. 333-214806

Dear M s. Reinsdorf :

We have limited our review of the filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand the disclosure.

Please respond to this letter by amending the filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to the facts and circumstanc es or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to the filing and the information you provide in response
to these comments, we may have additional comments.

Conditions to the Exchange Offers and Consent Solicitations, page  45

1. Disclosure indicates  that Johnson Controls  may determine in its “ sole discretion” whether
the offer condition s have occurred  or have been satisfied.  Please revise the conditions in
the second, sixth and seventh bullet points of paragraph (d)(2)  to include an objective
standard, such as a standard of reasonableness or quantifiable threshold, for the
determination of whether these  condition s have  been satisfied.

Expiration Date; Extens ions; Amendments, page 47

2. Disclosure indicates that if Johnson Controls extends the exchange offers, it will make a
public announcement  thereof “as promptly as practicable. ”  Please revise to be consistent
with Exchange Act Rule 14e -1(d).

Judith A. Reinsdorf
Johnson Controls International plc
December 6 , 2016
Page 2

 Withdrawal of Tenders and Revocation of Corresponding Consents, page 54

3. Please disclose the date  after which noteholder s may withdraw  Subsidiary Notes  tendered
in the exchange offers  if not yet accepted for payment .  Refer to Securities Act Rule
162(a)(2)  and Exchange Act Rule 13e -4(f)(2)(ii) .

 We remind you that the company and its management are responsible for the accuracy
and adequacy of t heir disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Securities Act Rules 460 and 461 regarding requests for  acceleration .  Please
allow adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

 Please contact me at (202) 551 -3589  if you have any questions regarding our comments .

Sincerely,

 /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc: Via E -mail
Michael S. Benn
Wachtell, Lipton, Rosen  & Katz

Mail Stop 3720

July 6, 2016

George R. Oliver
Chief Executive Officer
Tyco International plc
Unit 1202 Building 1000 City Gate
Mahon, Cork, Ireland

Re: Tyco International plc
Form 10-K for Fis cal Year Ended September 25, 2015
Filed November 13 , 2015
File No. 001-13836

Dear Mr. Oliver :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose  the Commission from taking
any action with respect to the company or the filing s 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.   We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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July 1, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Larry Spirgel

Re:

Tyco International plc

Registration Statement on   Form S-4

Filed April 5, 2016

File No. 333-210588

Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Tyco International plc (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-4, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto, so that it will become effective at 11:00 a.m., Eastern Time, on Wednesday, July 6, 2016 or as soon thereafter as is practicable.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

·                  the Registrant is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Elizabeth Cooper (212-455-3407) of Simpson Thacher & Bartlett LLP with any questions you may have regarding this request.  In addition, please notify Ms. Cooper by telephone when this request for acceleration has been granted.

TYCO   INTERNATIONAL PLC

By:

/s/ Judith A. Reinsdorf

Name:

Judith A. Reinsdorf

Title:

Executive Vice   President and General Counsel

cc:                                                                                                                                                                                Securities and Exchange Commission

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[STB Letterhead]

June 6, 2016

Via EDGAR and Courier

Larry Spirgel

Assistant Director, Telecommunications

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Re:                             Tyco International plc

Registration Statement on Form S-4

Amended May 17, 2016

File No. 333-210588

Dear Mr. Spirgel:

On behalf of our client, Tyco International plc (“Tyco” or the “Company”), set forth below are the responses of the Company to the comments of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) that were set forth in your letter dated May 24, 2016, regarding Tyco’s Registration Statement on Form S-4 initially filed on April 5, 2016 (the “Registration Statement”) as amended by Amendment No. 1 on May 17, 2016.  In connection with this letter responding to the Staff’s comments, we are filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), and we have forwarded to your attention three courtesy copies of such Amendment No. 2 marked to show changes from the Registration Statement.  Capitalized terms used but not defined herein have the meanings specified in Amendment No. 2.

For your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company.  All page references in the responses set forth below refer to pages of Amendment No. 2.

Risk Factors, page 42

The Internal Revenue Service may not agree that the combined company should be treated as a non-U.S. corporation for U.S. federal income tax purposes…, page 54

1.              Tell us whether management plans to obtain a tax opinion prior to closing of the merger supporting the tax conclusions relating to Section 7874 of the Tax Code.

Response:  Neither management of Johnson Controls nor management of Tyco currently plans to obtain a tax opinion prior to the closing of the merger supporting the tax conclusions relating to Section 7874 of the Tax Code.

The Merger, page 95

Background of the Merger, page 97

2.              We note that the Johnson Controls’ Board and its financial advisor considered potential annual tax savings of $150 million resulting from the merger. Clarify the effect of the Temporary Section 7874 Regulations and the future potential changes to the tax laws identified in your risk factor on page 56 on the anticipated annual tax savings.

Response:  The discussion on pages 111 and 115 has been revised in response to the Staff’s comment.

U.S. Federal Income Tax Consequences of the Merger to the Combined Company, page 219

3.              Please discuss whether the contemplated spin-off of Adient Corporation would potentially impact the determination of the 60% and 80% ownership tests under Temporary Section 7874 Regulations.

Response:  The Staff is supplementally advised that the contemplated spin-off of Adient is not expected to impact the determination of the relevant ownership percentages in the merger under Section 7874 of the Internal Revenue Code (taking into account the Temporary Section 7874 Regulations).  The reason is that the ownership percentages in the combined company for purposes of Section 7874 will be determined prior to (and without giving effect to) the spin-off of Adient.  Further, all of the assets and entities transferred to Adient in connection with the spin-off will be assets and entities formerly owned (directly or indirectly) by Johnson Controls, Inc. and, in the spin-off, Adient stock will be received by all shareholders of the combined company (i.e., both the former Johnson Controls shareholders and the former Tyco shareholders) on a pro rata basis.

4.              We note that in paragraphs six and ten you make conclusions about the application of the 80% ownership text and 60% ownership test, respectively, of Johnson Controls under Temporary Section 7874 Regulations. Please advise us whether these conclusions represent the opinion of the company, or are the opinion of tax counsel.

Response:  The Staff is supplementally advised that these conclusions represent the views of the company.  The discussion on pages 220 and 221 has been revised in response to the Staff’s comment.

Unaudited Pro Forma Combined Financial Information, page 238

6. Balance Sheet Adjustments, page 255

5.              Refer to adjustment (m)(3)(i). Please explain to us why $1.5 billion of incremental deferred tax liabilities (i.e., $1.9 billion less $334 million in jurisdictions with offsetting deferred tax assets) was accounted for as a purchase accounting adjustment instead of recorded in Tyco’s historical financial statements.

2

Response:  The Staff is supplementally advised that the adjustment to deferred tax liabilities recorded in the unaudited pro forma statement of financial position at March 31, 2016 relates to the recognition of a net deferred tax liability as a result of the differences in the estimated fair values of Tyco’s net assets to be acquired by Johnson Controls as compared to the historical net book values of such assets.  The increase in fair value of the net assets acquired is primarily due to acquired intangible assets resulting from the application of purchase accounting pursuant to ASC 805, “Business Combinations.”

The disclosure in note (m)(3)(i) on page 255 has been revised to clarify that the net deferred tax liabilities recognized relate to the difference between the estimated fair value and historical net book value of the net assets to be acquired.

*                                         *                                         *                                         *                                         *                                         *

If you have any questions concerning the registration statement or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at 212-455-3407 or Alan M. Klein at 212-455-3188.

Sincerely   yours,

/s/   Elizabeth A. Cooper

Elizabeth   A. Cooper

Simpson   Thacher & Bartlett LLP

cc:        Judith A. Reinsdorf, Executive Vice President and General Counsel, Tyco International plc

Brian J. Cadwallader, Vice President, Secretary and General Counsel, Johnson Controls, Inc.

Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz

David K. Lam, Wachtell, Lipton, Rosen & Katz

3

Mail Stop 3720

May 24, 2016

Ms. Judith A. Reinsdorf
General Counsel
Tyco International plc
9 Roszel Road
Princeton, NJ 08540

Re:  Tyco International plc
  Registration Statement on  Form S -4
Amended May 17, 2016
  File No. 333 -210588

Dear Ms. Reinsdorf:

We have limited our review of your amended registration statement to those issues we
have addressed in our comments.  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 by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration st atement and the information you
provide in response to these comments, we may have additional comments.

Risk Factors, page 42

The Internal Revenue Service may not agree that the combined company should be treated as a
non-U.S. corporation for U.S. federal income tax purposes…, page 54

1. Tell us whether management plans to obtain a tax opinion prior to closing of the merger
suppor ting the tax conclusions relating to Section 7874 of the Tax Code.

Ms. Judith A. Reinsdorf
Tyco International plc
May 24, 2016
Page 2

 The Merger, page 95

Background of the Merger, page 97

2. We note that the Johnson Controls’ Board and its financial advisor considered potential
annual tax savings of $150 million resulting  from the merger.  Clarify the effect of the
Temporary Section 7874 Regulations and the future potential changes to the tax laws
identified in your risk factor on page 56 on the anticipated annual tax savings.

U.S. Federal Income Tax Consequences of the M erger to the Combined Company, page 219

3. Please discuss whether the contemplated spin -off of Adient Corporation would
potentially impact the determination of the 60% and 80% ownership tests under
Temporary Section 7874 Regulations.

4. We note that in paragraphs six and ten you make conclusions about the application of the
80% ownership text and 60% ownership test, respectively, of Johnson Controls under
Temporary Section 7874 Regulations. Please advise us whether these conclusions
represent the opinion  of the company, or are the opinion of tax counsel.

Unaudited Pro Forma Combined Financial Information, page 238

6. Balance Sheet Adjustments, page 255

5. Refer to adjustment (m)(3)(i).   Please explain to us why $1.5 billion of incremental
deferred tax lia bilities (i.e., $1.9 billion less $334 million in jurisdictions with offsetting
deferred tax assets) was accounted for as a purchase accounting adjustment instead of
recorded in Tyco’s historical financial statements.

Ms. Judith A. Reinsdorf
Tyco International plc
May 24, 2016
Page 3

   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 Paul Fischer, Attorney -Advisor,
at (202) 551 -3415, or me at (202) 551 -3810, with any other questions.

Sincerely,

        /s/ Larry Spirgel

 Larry Spirgel
        Assistant Director
AD Office 11 - Telecommunications

Cc:   Alan M. Klein, Esq.
 Simpson Thacher & Bartlett LLP

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[Simpson Thacher & Bartlett LLP Letterhead]

May 16, 2016

Via EDGAR and Courier

Larry Spirgel

Assistant Director, Telecommunications

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:                             Tyco International plc
 Registration Statement on Form S-4
 Filed April 5, 2016
 File No. 333-210588

Dear Mr. Spirgel:

On behalf of our client, Tyco International plc (“Tyco” or the “Company”), set forth below are the responses of the Company to the comments of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) that were set forth in your letter dated May 2, 2016, regarding its Registration Statement on Form S-4 filed on April 5, 2016 (the “Registration Statement”).  In connection with this letter responding to the Staff’s comments, we are filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”), and we have forwarded to the attention of Mr. Spirgel three courtesy copies of such Amendment No. 1 marked to show changes from the Registration Statement.  Capitalized terms used but not defined herein have the meanings specified in Amendment No. 1.

For your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company.  All page references in the responses set forth below refer to pages of Amendment No. 1.

Background of the Merger, page 97

1.              We note disclosure at page 103 that on December 30, 2015 members of Johnson Controls and Tyco discussed, among other items, synergy assumptions, projected results of operation, the financial profile of the combined company, the amount and terms of the debt financing proposed to be raised by Tyco, and tax matters. Please revise to expand upon and specify the tax matters discussed. We note statements in a joint press release issued by Tyco and Johnson Controls on January 25, 2016, that the proposed transaction is expected to result in $150 million tax savings. Please revise to discuss what consideration the Johnson Controls Board of Directors gave to these tax savings as the Board considered the proposed transaction, ultimately arriving at its recommendation of the proposed merger to Johnson Control shareholders.

Response:  The Background of the Merger section of the Registration Statement beginning on page 97 has been revised in response to the Staff’s comment.

Accounting Treatment of the Merger, pages 176 - 177

2.              We note Johnson Controls will be treated as the acquiring entity for accounting purposes. Please expand your disclosure to describe in detail the specific facts and circumstances considered in arriving at this conclusion including:

·                  The nature of the other transactions contemplated by the merger agreement;

·                  The composition of the combined company’s Board of Directors;

·                  The percentage of affirmative vote required of the combined Board of Directors of the combined company to propose or transact any significant corporate matter; and

·                  The possibility of Mr. George Oliver being designated as Chairman and Chief Executive Officer on or before the Second Succession Date.

Response:  Pages 176 and 177 of the Registration Statement have been revised in response to the Staff’s comment.

Certain Tax Consequences of the Merger, page 217

U.S. Federal Income Tax Consequences of the Tyco Share Consolidation to Tyco Shareholders, page 221

3.              Please revise to indicate, if true, that the opinion as to the tax consequences are the opinion of counsel, insofar as the company is not itself qualified to render an opinion on the tax consequences. Please advise us whether you will be providing the opinion of counsel as an exhibit to your registration statement under Item 601(b)(8) of Regulation S-K.

Response:  Pages 221 and 321 of the Registration Statement have been revised in response to the Staff’s comment.  In addition, the Company has filed the opinion of counsel as Exhibit 8.1 to the Registration Statement.

*          *           *          *           *          *

If you have any questions concerning the registration statement or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at 212-455-3407 or Alan Klein at 212-455-3188.

Sincerely yours,

/s/ Elizabeth A. Cooper

Elizabeth A. Cooper

Simpson Thacher & Bartlett LLP

cc:        Judith A. Reinsdorf, Executive Vice President and General Counsel, Tyco International plc
 Brian J. Cadwallader, Vice President, Secretary and General Counsel, Johnson Controls, Inc.
 Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz
 David K. Lam, Wachtell, Lipton, Rosen & Katz

2

Mail Stop 3720

May 2 , 2016

Ms. Judith A. Reinsdorf
General Counsel
Tyco International plc
9 Roszel Road
Princeton, NJ 08540

Re:  Tyco International plc
  Registration Statement on Form S -4
Filed April 5, 2016
  File No. 333 -210588

Dear Ms. Reinsdorf :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 by amending your registration statement and providing
the requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information
you provide in response to these  comments, we may have  additional comments.

Ms. Judith A. Reinsdorf
Tyco International plc
May 2, 2016
Page 2

 Background of the Merger, page 95
1. We note disclosure at page 103 that on December 30, 2015 member s of Johnson
Controls and Tyco discussed, among other items, synergy assumptions, projected
results of operation, the financial profile of the combined company, the amount and
terms of the debt financing proposed to be raised by Tyco, and tax matters. Plea se
revise to expand upon  and specify  the tax matters discussed. We note statements in a
joint press release issued by Tyco and Johnson Controls on January 25, 2016, that the
proposed transaction is expected to result in $150 million tax savings. Please rev ise to
discuss what consideration the Johnson Controls Board of Directors gave to these tax
savings as the Board considered the proposed transaction, ultimately arriving at its
recommendation of the proposed merger to Johnson Control shareholders.

Account ing Treatment of the Merger, pages 172 - 173
2. We note Johnson Controls will be treated as the acquiring entity for accounting
purposes. Please expand your disclosure to describe in detail the specific facts and
circumstances considered in arriving at this c onclusion including:
 The nature of the other  transactions contemplated by the merger agreement;
 The composition of the combined company’s Board of Directors;
 The percentage of affirmative vote required of the combined Board of Directors
of the combined com pany to propose or transact any significant corporate matter;
and
 The possibility of Mr. George Oliver being designated as Chairman and Chief
Executive Officer on or before the Second Succession Date.

Certain Tax Consequences of the Merger, page 212
U.S. Federal Income Tax Consequences of the Tyco Share Consideration to Tyco
Shareholders, page 216
3. Please revise to indicate, if true, that the opinion as to the tax consequences are the
opinion of counsel, insofar as the company is not itself qualified to render an opinion
on the tax consequences. Please advise us whether you will be providing the opinion
of counsel as an exhibit to your registration s tatement under Item 601(b)(8) of
Regulation S -K.

General

Ms. Judith A. Reinsdorf
Tyco International plc
May 2, 2016
Page 3

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 Act
of 1933 and all applicable Securities Act rules 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.

Notwithstanding our comments, in the event you request acceleration of the effective
date of the pending registration statement please provide a written statement from the
company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and acc uracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will
consider a written request for acceleration of the effective date of the registration statement
as confirmation of the fact that those requesting acceleration are aware of their  respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as
they relate to the proposed public offering of the securities specified in the above registration
statement.  Please allow adequate time for us to revi ew any amendment prior to the requested
effective date of the registration statement.

  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 Paul Fischer,
Attorney -Advisor, at (202) 551 -3415, or me at (202) 551 -3810, with any other questions.

Sincerely,

Ms. Judith A. Reinsdorf
Tyco International plc
May 2, 2016
Page 4

         /s/ Larry Spirgel

 Larry Spirgel
        Assistant Director
AD Office 11-
Telecommunications

Cc:  Alan M. Klein , Esq.
 Simpson Thacher & Bartlett  LLP

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		CORRESP

                                                                                                        Tyco International plc

One Albert Quay

Albert Quay, Cork, Ireland

Tel: +353 21 426 0000

www.tyco.com

April 21, 2016

Larry Spirgel, Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3720

Washington, D.C.  20549

RE:    Tyco International plc

Form 10-K for the fiscal year ended September 25, 2015

Filed November 13, 2015

Form 10-Q for the fiscal quarter ended December 25, 2015

Filed January 29, 2016

File No. 001-13836

Dear Mr. Spirgel:

This letter is in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff dated April 8, 2016 (the “Comment Letter”) regarding the above referenced Annual Report on Form 10-K of Tyco International plc (referred to as “we,” the “Company” or “Tyco”) filed on November 13, 2015 and Quarterly Report on Form 10-Q filed on January 29, 2016. In connection with this response, we acknowledge:

▪

 The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

▪

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

▪

 The Company may not assert Staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Set forth in the pages that follow are responses to the Staff’s comments, as set forth in the Comment Letter. References to page numbers are to the Edgarized version of the applicable document. Should you have any questions concerning the accompanying materials, please contact Mr. Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer of the Company at 609-720-4627.

Very truly yours,

/s/ ROBERT OLSON

Robert Olson

Executive Vice President and Chief Financial Officer

1

Mr. Larry Spirgel

April 21, 2016

Copies to:

Tyco International plc

Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer

Judith Reinsdorf, Executive Vice President and General Counsel

Kevin Coen, Vice President, Securities and Treasury Counsel

Deloitte & Touche LLP

Paul Krieger, Partner

2

Form 10-K for Fiscal Year Ended September 25, 2015

Risk Factors

Failure to maintain and upgrade the security…could adversely affect us, page 12

1.

 We note your disclosure that you collect and retain significant volumes of certain types of personally identifiable information including video data and that you are expanding your electronic security products portfolio. We further note that the legal, regulatory and contractual environment surrounding information security and privacy is constantly evolving. Please expand your risk factor disclosure to identify the material countries or regions where data is retained and address the unique risks and regulatory environment associated with each country or region.

We acknowledge the Staff’s comment and propose to expand our risk factor disclosure in future filings, starting with the Company’s next Periodic Report on Form 10-Q, substantially as follows (additional language in bold and underlined):

“Failure to maintain and upgrade the security of our information and technology networks, including personally identifiable and other information; non-compliance with our contractual or other legal obligations regarding such information; or a violation of the Company's privacy and security policies with respect to such information, could adversely affect us.

We are dependent on information technology networks and systems, including the Internet, to process, transmit and store electronic information. In the normal course of our business, we collect and retain significant volumes of certain types of personally identifiable and other information pertaining to our customers, stockholders and employees, including video and other customer data obtained in connection with monitoring and analytical services, in jurisdictions such as the United States, Canada, the United Kingdom, Ireland, Germany, Singapore and Mexico. As a result, we are subject to numerous laws and regulations designed to protect personal data, such as the national laws implementing the European Union’s Data Protection Directive and various U.S. federal and state laws governing the protection of personally identifiable information. These increasingly complex laws and regulations frequently change and sometimes conflict among the various jurisdictions. For example, in December 2015, the European Union reached an agreement on a new General Data Protection Regulation (the “GDPR”) that greatly increases the jurisdictional reach of its laws and adds a broad array of requirements for handling personal data, such as privacy impact assessments, data portability and the appointment of data protection officers in some cases. Other countries are passing data localization laws that require data to stay within their borders. All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time.

In addition, a significant actual or potential theft, loss, fraudulent use or misuse of customer, stockholder, employee or our data, whether by third parties or as a result of employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or a violation of our privacy and security policies with respect to such data could adversely impact our reputation and could result in significant costs, fines, litigation or regulatory action against us. In addition, we depend on our information technology infrastructure for business-to-business and business-to-consumer electronic commerce. Security breaches of this infrastructure can create system disruptions and shutdowns that could result in disruptions to our operations. Increasingly, our products and services make use of wireless technologies and are accessed through the Internet,

3

and security breaches in connection with the delivery of our services wirelessly or via the Internet may affect us and could be detrimental to our reputation, business, operating results and financial condition. We cannot be certain that advances in criminal capabilities, new discoveries in the field of cryptography or other developments will not compromise or breach the technology protecting the networks that access our products and services.

Consolidated Balance Sheet, page 69

2.

 Please tell us the main components included in “Other assets” and “Other Liabilities” and how you considered the presentation requirements of Rules 5-02(17) and (24) of Regulation S-X, respectively.

In preparing the Company’s financial statements and accompanying footnotes, the Company considers the materiality of each individual component included in “Other assets” and “Other liabilities.” The Company discloses in the footnotes to its financial statements any item not properly classed in one of the asset or liability captions on the balance sheet which is in excess of five percent of total assets or liabilities, respectively. In addition, with respect to “Other assets”, if there has been a significant change to an individual asset component from the prior year, the Company discloses such change.

As of September 25, 2015 and September 26, 2014, the main components of “Other assets” were deferred tax assets, restricted investments and insurance receivables, and none of these exceeded 5% of total assets. The Company disclosed the components of “Other assets” that significantly increased or decreased from the prior year balance sheet as follows:

Individual Component

    Disclosure Reference

Deferred tax assets

 Footnote 6. Income Taxes, page 89 of Form 10-K

Restricted investments

 Footnote 11. Financial Instruments page 99 of Form 10-K

As of September 25, 2015 and September 26, 2014, the main components of “Other liabilities” were defined benefit obligations, asbestos related liability, obligations under the 2007 and 2012 tax sharing agreements and insurable liabilities for workers’ compensation, product, general and auto claims, of which the Company’s defined benefit obligations and asbestos related liabilities were in excess of 5% of total liabilities. The Company disclosed the components in excess of 5% as follows:

Individual Component

    Disclosure Reference

Asbestos related liabilities

 Footnote 12. Commitments and Contingencies, page 102 in Form 10-K

Defined benefit obligations

 Footnote 13. Retirement Plans, page 106 in Form 10-K

Note 6. Income Taxes, page 88

3.

 Please disclose the U.S. income (loss) before income tax expense (benefit), pursuant to Rule 4-08(h)(i) of Regulation S-X.

The Company acknowledges the Staff’s comment and proposes to include in future filings both the U.S. and Non-U.S. income (loss) before income tax expense (benefit), starting with its fiscal year 2016 Annual Report on Form 10-K.

4

4.

 In light of the significance of your non-U.S. income from continuing operations before taxes, please consider expanding your MD&A to provide insight into the underlying drivers or conditions that resulted in the disproportionate contribution of your non-U.S. operations to your consolidated operating results. Refer to Item 303 of Regulation S-K.

We believe the disclosure currently included in the Company's MD&A provides investors with the information that is necessary to understand the Company's financial condition, changes in financial condition, and results of operations. Item 303 of Regulation S-K states that “where in the registrant’s judgment, a discussion of segment information or of other subdivisions of the registrant’s business would be appropriate to an understanding of such business, the discussion shall focus on each relevant, reportable segment or other subdivision of the business and on the registrant as a whole.” The Company complies with this requirement by reporting revenue and operating / segment income, along with insights into the underlying drivers and conditions that impact these metrics, on both a consolidated and business segment level. This presentation is consistent with the manner in which management reviews the business and makes operational decisions, and enables investors to see the Company’s results through the eyes of management. In this regard, we note that management does not distinguish between “U.S. income from continuing operations” and “non-U.S. income from continuing operations,” which are constructs required to be disclosed in the income tax footnote to the financial statements, when reviewing the business, when making operating or capital allocation decisions, or when communicating with investors, because these categories do not align with the management reporting or business segment structure. In addition, including such information in MD&A would potentially confuse investors, as the number of profitability metrics the Company discloses would proliferate, and the distinctions between U.S. income from continuing operations, non-U.S. income from continuing operations, North America IS&S segment income, Rest of World IS&S segment income and Global Products segment income may not be readily apparent to users of the financial statements.

5.

 Please tell us why you reconcile the effective income tax rate using the notional U.S. statutory rate as a starting point, even though you have been re-domiciled in Ireland. Include in your response the reconciliation for 2015, 2014, and 2013, had you reconciled to Ireland’s statutory rate, or explain to us in detail how the reconciliation would have been impacted by reconciling to Ireland’s statutory rate. Refer to Rule 4-08(h)(2) of Regulation S-X.

The Company acknowledges the Staff’s comment and its interpretation of the underlying disclosure requirements pursuant to S-X Rule 4-08 (h) (2), and will present its income tax rate reconciliation to the statutory tax rate of its country of domicile, starting with the Company’s fiscal 2016 Annual Report on Form 10-K. The reconciliation between the Company’s country of domicile statutory rate and the Company’s provision for income taxes on continuing operations for the years ended September 25, 2015, September 26, 2014 and September 27, 2013 was as follows ($ in millions):

 For the Years Ended

 September 25, 2015

 September 26, 2014

 September 27, 2013

Notional income tax at statutory rate of domicile (1)

 $89

 $98

 $96

Adjustments to reconcile to the income tax provision

U.S. State income tax provision

 (11)

 (12)

 (3)

Earnings subject to rates different than the statutory rate

 (38)

 (115)

 (62)

Non-deductible charges

 58

 47

 78

Valuation allowance

 3

 4

 4

Other

 (1)

 2

 (5)

Provision for income taxes

 $100

 $24

 $108

5

(1)

 The Company’s country of domicile was Ireland for fiscal 2015 and Switzerland for 2014 and 2013.

6.

 Please disclose the cumulative amount of each type of temporary difference for which a deferred tax liability has not been recognized, pursuant to ASC 740-30-50-2(b).

The Company acknowledges the Staff’s comment and proposes to include in future filings the cumulative amount of each type of temporary difference for which a deferred tax liability has not been recognized, starting with its fiscal year 2016 Annual Report on Form 10-K.

7.

 We note your disclosure on page 89 that you do not expect to realize your net operating loss carryforward. We further note your disclosure on page 88 that you have recorded non-U.S. income from continuing operations in 2015, 2014, and 2013. Please tell us why you do not expect to realize the non-U.S. NOLs in light of this non-U.S. pre-tax income. Include in your response the amounts of NOLs by jurisdiction in which the significant NOLs reside, the dates of their expiration, and a description of the sources of taxable income considered in determining that the NOLs were not realizable.

The Company operates in nearly 60 non-U.S. jurisdictions, which generated the fiscal 2015 non-U.S. income from continuing operations disclosed on page 88 of the Company’s Annual Report on Form 10-K. As of September 25, 2015, the Company had $8.2 billion of net operating loss carryforwards related to non-U.S. jurisdictions. Of this amount, approximately $6.1 billion was related to the Company’s finance subsidiaries located in Luxembourg, with no expiration date. These subsidiaries are engaged in third-party and inter-company financing activities, and the primary source of their taxable income is interest income, which is largely offset by interest expense. Because these subsidiaries do not currently generate, and are not expected to generate, sufficient taxable income in the future to utilize their net operating loss carryforwards, the Company has concluded that it is more likely than not that such net operating loss carryforwards would not be realized, and has included the disclosure cited by the Staff. The remaining $2.1 billion of non-U.S. net operating loss carryforwards as of September 25, 2015 are related to numerous non-U.S. jurisdictions where the Company operates, none of which were deemed to be individually significant.

Note 16. Consolidated Segment Data, page 116

8.

 We note on page 117 that you attribute revenues to geographic area based on “the jurisdiction of formation of the reporting entity that records the transaction.” Please explain to us the following:

a.

 the attribution methodology in greater detail;

b.

 what the attribution methodology is intending to communicate to financial statement readers;

c.

 what, if any, relationship there is between the jurisdiction of formation and the location of customers, taxable income, or other risks or significant matters that are u

Mail Stop 3720

April 8 , 2016

George R. Oliver
Chief Executive Officer
Tyco International plc
Unit 1202 Building 1000 City Gate
Mahon, Cork, Ireland

Re: Tyco International plc
 Form 10 -K for Fiscal Year Ended September 25, 2015
Filed November 13, 2015
Form 10 -Q for Fiscal Quarter Ended December 25, 2015
Filed January 29, 2016
File No. 00 1-13836

Dear Mr. Oliver :

We have reviewed your filing and have the following comments.  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 prov ide us with
information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
commen ts apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended September 25, 2015

Risk Factors

Failure to m aintain and upgrade the security…could adversely affect us, page 12

1. We note your disclosure that you collect and retain significant volumes of certain types of
personally identifiable information including video data and that you are expanding your
electr onic security products portfolio.   We further note that the legal, regulatory and
contractual environment surrounding information security and privacy is constantly
evolving.   Please expand your risk factor disclosure to identify the material countries or

George R. Oliver
Tyco International plc
April 8 , 2016
Page 2

 regions where data is retained and address the unique risks and regulatory environment
associated with each country or region.

Consolidated Balance Sheet, page 69

2. Please t ell us the main components included in “Other assets” and “Other Liabilities” and
how you considered the presentation requirements of Rules 5 -02(17) and (24) of
Regulation S -X, respectively .

Note 6.   Income Taxes, page 88

3. Please disclose the U.S. income (loss) before income tax expense (benefit), pursuant to
Rule 4 -08(h)(i) of Regula tion S -X.

4. In light of the significance of your non-U.S. income from continuing operations before
taxes, please consider expanding your MD&A to provide insight into the underlying
drivers or conditions that resulted in the disproportionate contribution o f your non -U.S.
operations to your consolidated operating results.  Refer to Item 303 of Regulation S -K.

5. Please tell us why you reconcile the effective income tax rate using the notional U.S.
statutory rate as a starting point, even though you have bee n re-domiciled in
Ireland.   Include in your response the reconciliation for 2015, 2014, and 2013, had you
reconciled to Ireland’s statutory rate, or explain to us in detail how the reconciliation
would have been impacted by reconciling to Ireland’s statuto ry rate.  Refer to Rule 4 -
08(h)(2) of Regulation S -X.

6. Please disclose the cumulative amount of each type of temporary difference for which a
deferred tax liability has not been recognized, pursuant to ASC 740 -30-50-2(b).

7. We note your disclosure on page 8 9 that you do not expect to realize your net operating
loss carryforward.   We further note your disclosure on page 88 that you have recorded
non-U.S. income from continuing operations in 2015, 2014, and 2013.   Please tell us why
you do not expect to realiz e the non -U.S. NOLs in light of this non -U.S. pre -tax
income.   Include in your response the amounts of NOLs by jurisdiction in which the
significant NOLs reside, the dates of their expiration, and a description of the sources of
taxable income considered i n determining that the NOLs were not realizable.

Note 16. Consolidated Segment Data, page 116

8. We note on page 117 that you attribute revenues to geographic area based on “the
jurisdiction of formation of the reporting entity that records the transaction.”   Please
explain to us the following:

George R. Oliver
Tyco International plc
April 8 , 2016
Page 3

 a. the attribution methodology in greater detail;

b. what the attribution methodology is intending to communicate to financial statement
readers;

c. what, if any, relationship there is between the jurisdiction o f formation and the
location of customers, taxable income, or other risks or significant matters that are
useful to reader s; and

d. how the methodology promotes understanding of concentrations of risks due to
negative changes in economic conditions and pros pects for growth due to positive
economic changes and is reasonable in light of the changes to your organizational
structure.

Note 17. Supplementary Consolidated Balance Sheet Information, page 118

9. Please t ell us the main components included in the $1, 214 “Other” balance and how you
considered the presentation requirements of Rule 5 -02(20) of Regulation S -X.

Form 10 -Q for Fiscal Quarter Ended December 25, 2015

Note 5. Income Taxes, page 15

10. Please t ell us in detail how you considered the impact of the IRS Stipulations of Settled
Issues on your assessment of potential future tax liabilities pertaining to intercompany
debt transactions related to your open tax years,  and not limited to the tax periods covered
by the 2012 Tax Sharing Agreement.  In thi s regard, we note your disclosure in Note 6 on
page 91 of  the December 31, 2015 Form 10-K that if the IRS is successful in asserting its
claims, it would have an adverse impact on interest deductions related to the same
intercompany debt in subsequent time  periods totaling approximately $6.6 billion, which
is expected to be disallowed by the IRS.

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 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 th ey have made.

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

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

George R. Oliver
Tyco International plc
April 8 , 2016
Page 4

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the 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 securiti es 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 Lahdan Rahmati, Staff Attorney ,
at (202) 551-8199 or Kathleen Krebs, Special Counsel, at (202) 551 -3350 or me at (202) 551 -
3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

June 9, 2015

Mr. Arun Nayar
Executive Vice President and Chief Financial Officer
Tyco International plc
Unit 1202 Building 1000 City Gate
Mahon, Cork Ireland

Re: Tyco International plc
Form 10-K for the Fiscal Year Ended September 26, 2014
Filed November 14, 2014
  File No. 001-13836

Dear Mr. Nayar :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or its  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 Un ited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert S. Littlepage, for

 Carlos Pacho
 Senior Assistant Chief Accountant

cc:  Judith Reinsdorf – General Counsel

CORRESP
1
filename1.htm

		SEC Comment Letter Response 6.3.15

                                                                                                      Tyco International plc

Unit 1202 Building 1000 City Gate

Mahon, Cork, Ireland

Tel: +353 21 423 5000

www.tyco.com

June 3, 2015

Carlos Pacho, Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C.  20549

RE:    Tyco International plc

Form 10-K for the fiscal year ended September 26, 2014

Filed November 14, 2014

Form 10-Q for the fiscal quarter ended March 27, 2015

Filed April 24, 2015

Response Dated May 4, 2015

File No. 001-13836

Dear Mr. Pacho:

This letter is in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff dated May 28, 2015 (the “Comment Letter”) regarding the above referenced Annual Report on Form 10-K of Tyco International plc (referred to as “we,” the “Company” or “Tyco”) filed on November 14, 2014, Quarterly Report on Form 10-Q filed on March 27, 2015 and the Company’s Response Letter, dated April 24, 2015 to the Staff’s comment letter dated April 17, 2015.

Set forth in the pages that follow is the Company’s response to the Staff’s comment, as set forth in the Comment Letter. References to page numbers are to the Edgarized version of the applicable document. Should you have any questions concerning the accompanying materials, please contact Mr. Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer of the Company at 609-720-4627.

Very truly yours,

/s/ ARUN NAYAR

Arun Nayar

Executive Vice President and Chief Financial Officer

1

Mr. Carlos Pacho

June 3, 2015

Copies to:

Tyco International plc

Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer

Judith Reinsdorf, Executive Vice President and General Counsel

Deloitte & Touche LLP

Chris Cooper, Partner

Paul Krieger, Partner

2

Form 10-Q for the Fiscal Quarter Ended March 27, 2015

Liquidity and Capital Resources, page 55

1.

 We note your response to comment 2 and your disclosure. Although you identified significant asbestos commitments impacting your liquidity, please expand to discuss your expected material changes in the mix and relative cost of your capital resources or anticipated sources of funds to fulfill such obligations. In this regard, we note that most of your cash, including expected proceeds from divestitures, appears to have been committed towards stock repurchases, dividends and acquisitions. Refer to Item 303(a)(2)(ii) of Regulation S-K.

In response to the Staff’s comments, we intend to update the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in future filings with language that is substantially consistent with the following (language added to existing disclosure in bold underline):

“The primary source of funds to finance our operations and capital expenditures is cash generated by operations. In addition, we maintain a commercial paper program, have access to a $1 billion committed revolving credit facility, and have access to equity and debt capital from public and private sources. We continue to balance our operating, investing and financing uses of cash through investments and acquisitions in our core businesses, dividends and share repurchases. In addition, we believe our available cash, amounts available under our credit facility, commercial paper program and cash provided by operating activities will be adequate to cover our operational, capital and other business needs in the foreseeable future.  To the extent it is necessary for us to finance our cash needs through the issuance of commercial paper, by accessing our committed revolving credit facility, or through other public or private sources, our cost of funding may increase depending on market conditions at the time of such borrowing.

As of March 27, 2015 and September 26, 2014, our cash and cash and cash equivalents, total debt, available amounts under committed credit facilities, and Tyco shareholders’ equity were as follows:

 As of

($ in millions)

 March 27,

2015

 September 26,

2014

 Credit Availability

as of March 27, 2015

Cash and cash equivalents

 $

 432

 $

 892

 $

 —

Total debt (excluding Revolving Credit Facility)

 2,010

 1,463

 —

Revolving Credit Facility

 —

 —

 1,000

Total Tyco shareholders' equity

 4,181

 4,647

 —

Total debt as a % of total capital

 32.5

 %

 23.9

 %

 NA

Significant uses of capital that are expected in the near- to mid-term include expenditures for (i) capital expenditures and dealer investments in annual amounts expected to approximate 3% to 3.5% of total revenues, (ii) the funding of a Yarway asbestos trust in the amount of approximately $325 million during fiscal 2015 (see Note 11 to our unaudited Consolidated Financial Statements), (iii) the funding of potential tax liabilities or settlements (see Notes 6 and 11 to our unaudited Consolidated Financial Statements), including with respect to the divestiture of our ADT North Korea business, with respect to which the amounts and timing are uncertain, (iv) repayment of $258 million in principal amount of 3.375% public notes due in October 2015,

3

and (v) dividend payments in an annual amount of approximately $345 million as of March 27, 2015. The Company intends to fund these capital uses through a combination of available cash, cash generated from operations, borrowing in the commercial paper market or under its revolving credit facility, and borrowing in public or private markets for debt securities. In addition, the Company intends, in its discretion, to pursue strategically important acquisitions and may repurchase its shares from time to time, in each case depending on a number of factors, including the Company’s strategic priorities, its financial condition and results of operations, the capital requirements of the Company’s businesses, industry and capital markets factors and other relevant factors.”

4

May 28 , 2015

Mr. Arun Nayar
Executive Vice President and Chief Financial Officer
Tyco International plc
Unit 1202 Building 1000 City Gate
Mahon, Cork Ireland

Re: Tyco International plc
Form 10-K for the Fiscal Year Ended September 26, 2014
Filed November 14, 2014
Form 10 -Q for the Fiscal Quarter Ended March 27, 2015
Filed April 24, 2015
Response Dated May 4, 2015
  File No. 001-13836

Dear Mr. Nayar :

We have reviewed your May 4 , 2015 response to our comment letter and have the
following comme nt.  Please comply with the following comment in future filings.  Confirm in
writing that you will do so and explain to us how you intend to comply.

Please respond to th is comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response t o this comment, we may have additional comments.
Unless we note otherwise, our reference to our prior comment is to our April 17 , 2015  letter.

Form 10 -Q for the Fiscal  Quarter Ended March 27, 2015

Liquidity and Capital Resources, page 55

1. We note your response to comment 2 and your disclosure.  Although you identified
significant asbestos commitments impacting your liquidity, please expand to discuss
your expected material changes in the mix and relative cost of your capital resources
or anticipated sou rces of funds to fulfill such obligations.  In this regard, we note that
most of your cash, including expected proceeds from divestitures, appears to have
been committed towards stock repurchases, dividends and acquisitions.   Refer to
Item 303(a)(2)(ii) o f Regulation S -K.

Mr. Arun Nayar
Tyco International  plc
May 28 , 2015
Page 2

 You may contact Kathryn Jacobson, Senior Staff Accountant at (202) -551-3365, Dean
Suehiro , Senior Staff Accountant, at (202) 551 -3384 or me at (202) 551 -3810 with any
questions.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
 Senior Assistant Chief Accountant

cc:  Judith Reinsdorf – General Counsel

CORRESP
1
filename1.htm

		SEC Comment Letter Response 5.4.15

Tyco International plc

Unit 1202 Building 1000 City Gate

Mahon, Cork, Ireland

Tel: +353 21 423 5000

www.tyco.com

May 4, 2015

Carlos Pacho, Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C.  20549

RE:    Tyco International plc

Form 10-K for the fiscal year ended September 26, 2014

Filed November 14, 2014

Form 10-Q for the fiscal quarter ended December 26, 2014

Filed January 30, 2015

Response Dated March 24, 2015

File No. 001-13836

Dear Mr. Pacho:

This letter is in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff dated April 17, 2015 (the “Comment Letter”) regarding the above referenced Annual Report on Form 10-K of Tyco International plc (referred to as “we,” the “Company” or “Tyco”) filed on November 14, 2014, Quarterly Report on Form 10-Q filed on January 30, 2015 and the Company’s Response Letter, dated March 24, 2015 to the Staff’s original comment letter dated March 13, 2015.

Set forth in the pages that follow are responses to the Staff’s comments, as set forth in the Comment Letter. References to page numbers are to the Edgarized version of the applicable document. Should you have any questions concerning the accompanying materials, please contact Mr. Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer of the Company at 609-720-4627.

Very truly yours,

/s/ ARUN NAYAR

Arun Nayar

Executive Vice President and Chief Financial Officer

1

Mr. Carlos Pacho

May 4, 2015

Copies to:

Tyco International plc

Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer

Judith Reinsdorf, Executive Vice President and General Counsel

Deloitte & Touche LLP

Chris Cooper, Partner

Paul Krieger, Partner

2

Form 10-K for the Fiscal Year Ended September 26, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 38

1.

 Please tell us and disclose the significant components of cost of product sales, cost of services, and selling, general and administrative expenses. In this regard, we note certain components of your selling, general and administrative expenses as disclosed in the notes to the financial statements and your proxy statement.

The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is consistent with the way management reviews the business, enables investors to see the Company’s results through the eyes of management, and includes the financial information which is necessary for a reader to understand the Company’s financial condition, changes in financial condition, and results of operations.  Consistent with Item 303 of Regulation S-K, the disclosure currently provided in the Company’s MD&A has focused on the primary drivers which most affect the Company’s revenue and profitability - for example - volume, productivity initiatives and the mix of businesses, type of products or regions, acquisitions/divestitures, foreign currency, or other discrete items contributing to or materially affecting revenue and profitability in the periods. Operating income - in both dollars and as a percentage of revenues, is our key measure that we use internally to track and evaluate the profitability of our businesses as well as to communicate such results externally to investors and analysts on a regular basis.  In relation to operating income, the Company currently discloses each quarter the most significant items affecting operating income including certain components of cost of products, costs of service and selling, general and administrative expenses (“SG&A”). We respectfully advise the Staff that while we believe that our current disclosure provides the appropriate level of detail regarding the significant components of revenue and operating income, we propose to include language in future filings that substantially conforms with the following:

“The significant components of cost of product sales include material costs, labor and overhead costs, product shipping and warehousing costs.  The significant components of cost of services include labor and employee related costs, depreciation expense, costs associated with our equipment and fleet of vehicles, telecommunication costs and material costs.  The significant components of SG&A include compensation and compensation related costs, facility and maintenance expenses and professional fees.”

In addition, to the extent a component of cost of product sales, cost of services or SG&A was to have, or was expected to have, a material impact to the Company’s operating income, the Company will highlight this in our discussion of operating income in the relevant period of future filings.

Form 10-Q for the Fiscal Quarter Ended December 26, 2014

Liquidity and Capital Resources, page 46

2.

 We note your response to comment 1. Per your statement your “asbestos liabilities are expected to ultimately be settled in cash.” Accordingly, please discuss the liquidity impact of such cash settlements in future filings. In this regard, we note that your expected cash outlay for asbestos claims settlements during FY 2015 appears to be significant in relation to your cash balance and your cash flows from operating activities.

In response to the Staff’s comment, in future filings, the Company will address cash outlays for asbestos related liabilities in the Liquidity and Capital Resources section of the Company’s MD&A. In

3

this regard, we note that in our Form 10-Q for the fiscal period ended March 27, 2015, the Company included the following language:

“On January 9, 2015, the Company completed a series of restructuring transactions related to the establishment and funding of a structure dedicated to resolving certain historic Grinnell asbestos liabilities. Pursuant to this transaction, a subsidiary of the Company acquired certain assets of Grinnell and transferred cash and other assets totaling approximately $278 million to the structure.  The cash and assets transferred to the structure have been designated as restricted by the Company. In addition, on the effective date of Yarway’s Chapter 11 plan of reorganization, which is anticipated to occur in the third fiscal quarter of 2015, the Company expects to contribute approximately $325 million to an asbestos settlement trust that conforms to the provisions of Section 524(g) of the U.S. Bankruptcy Code.  See Note 11 to our unaudited Consolidated Financial Statements.”

4

April 17 , 2015

Mr. Arun Nayar
Executive Vice President and Chief Financial Officer
Tyco International plc
Unit 1202 Building 1000 City Gate
Mahon, Cork Ireland

Re: Tyco International plc
Form 10-K for the Fiscal Year Ended September 26, 2014
Filed November 14, 2014
Form 10 -Q for the Fiscal Quarter Ended December 26, 2014
Filed January 30, 2015
Response Dated March 24, 2015
  File No. 001-13836

Dear Mr. Nayar :

We have reviewed your March 24, 2015 response to our comment letter and have the
following comments.  In our comments, we ask you to provide us with information so we may
better understand your disclosure.

Please respond to these comments within ten busin ess days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to thes e comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 13,
2015  letter.

Form 10 -K for the Fiscal Year Ended September 26, 2014

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 38

1. Please tell us and disclose the significant components of cost of product sales, cost of
services, and selling, general and administrati ve expenses.  In this regard, we note certain
components of your selling, general and administrative expenses as disclosed in the notes
to the financial statements and your proxy statement.

Mr. Arun Nayar
Tyco International  plc
April 17 , 2015
Page 2

 Form 10 -Q for the Fiscal Quarter Ended December 26, 2014

Liquidity and Capital Resources, page 46

2. We note your response to comment 1.  Per your statement your “asbestos liabilities are
expected to ultimately be settled in cash.”  Accordingly, please discuss the liquidity
impact of such cash settlements  in futur e filings .  In this regard, we note that your
expected cash outlay for asbestos claims settlements during FY 2015 appears to be
significant in relation to your cash balance and your cash flows from operating activities.

You may contact Kathryn Jacobson, S enior Staff Accountant at (202) -551-3365, Dean
Suehiro , Senior Staff Accountant, at (202) 551 -3384 or me at (202) 551 -3810 with any
questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Carlos Pacho
 Senior Assistant Chief Accountant

cc:  Judith Reinsdorf – General Counsel

CORRESP
1
filename1.htm

		2015 SEC Comment Letter Response

                                                                                                      Tyco International plc

Unit 1202 Building 1000 City Gate

Mahon, Cork, Ireland

Tel: +353 21 423 5000

www.tyco.com

March 24, 2015

Carlos Pacho, Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C.  20549

RE:    Tyco International plc

Form 10-K for the fiscal year ended September 26, 2014

Filed November 14, 2014

Form 10-Q for the fiscal quarter ended December 26, 2014

Filed January 30, 2015

File No. 001-13836

Dear Mr. Pacho:

This letter is in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff dated March 13, 2015 (the “Comment Letter”) regarding the above referenced Annual Report on Form 10-K of Tyco International plc (referred to as “we,” the “Company” or “Tyco”) filed on November 14, 2014 and Quarterly Report on Form 10-Q filed on January 30, 2015. In connection with this response, we acknowledge:

▪

 The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

▪

 Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

▪

 The Company may not assert Staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Set forth in the pages that follow are responses to the Staff’s comments, as set forth in the Comment Letter. References to page numbers are to the Edgarized version of the applicable document. Should you have any questions concerning the accompanying materials, please contact Mr. Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer of the Company at 609-720-4627.

Very truly yours,

/s/ Arun Nayar

Arun Nayar

Executive Vice President and Chief Financial Officer

1

Mr. Carlos Pacho

March 24, 2015

Copies to:

Tyco International plc

Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer

Judith Reinsdorf, Executive Vice President and General Counsel

Deloitte & Touche LLP

Chris Cooper, Partner

Paul Krieger, Partner

2

Consolidated Statement of Cash Flows, pages 74-75

1.

 Please revise as follows:

•

 Include a line item for the gross amount of the non-cash charge which increased your total gross asbestos liabilities per the schedule on page 106.  This amounted to $550 million in fiscal 2014.

In response to the Staff's comment, in future filings, the Company proposes to update the Cash Flows from Operating Activities section of its Consolidated Statement of Cash Flows to present, as a subcategory of “Changes in assets and liabilities, net of the effects of acquisitions and divestitures,” separate line items labeled “Gross asbestos liabilities” and “Asbestos insurance assets”.  We believe that this enhanced presentation of the change in asbestos activities separately below our non-cash changes is appropriate as all of our asbestos liabilities are expected to ultimately be settled in cash. For the fiscal 2014 Statement of Cash Flows, the updated presentation would separately reflect the impact of all asbestos asset and liability activity for “Total Tyco” disclosed in the table on page 106 of the Company’s Form 10-K for Fiscal 2014.

•

 Clarify the nature of “transfer from discontinued operations” in Note 3.

The components of the Consolidated Statement of Cash Flows related to discontinued operations for fiscal 2014 are set forth in the table below:

Summary of Cash Flows from Discontinued Operations

 2014

Operating activities (A)

  $         81

Investing activities (B)

        1,789

Cash provided by discontinued operations before transfer to continuing operations

  $    1,870

Financing activities (C)

 $   (1,870)

Financing activities - Continuing Operations

Transfer from discontinued operations

  $    1,870

___________________

(A) Operating activities represents cash from ADT Korea operations

(B) Investing activities is composed of:

Cash received on sale of ADT Korea

   $    1,865

Capital expenditures by ADT Korea

           (76)

Total

    $   1,789

(C) Financing activities represents cash swept from ADT Korea which was generated from the business’ operating and investing activities and subsequently transferred to the Company’s centralized cash management subsidiaries

To clarify the nature of “transfer from discontinued operations,” in future filings, the Company proposes to update Note 3 to include the following language:

 Because the Company utilizes a centralized approach to cash management and the financing of its operations, all cash that is generated by discontinued operations is routinely transferred to the Company’s financing subsidiaries in continuing operations. As a result, Transfers from discontinued operations on the Company’s Consolidated Statement of Cash Flows reflects the net cash movements from discontinued operations to continuing operations that have occurred during the period.

3

3. Divestitures, page 85

2.

 As disclosed, you recognized a gain of $1.0 billion, net of a $212 million charge related to the “indemnification at fair value for certain tax related matters borne by the buyer that are probable of being paid.”  Please tell us your basis for recognizing a gain based on the probability of the indemnification event, what your underlying estimates are concerning this indemnification, when and how you expect the indemnification to occur, and whether some portion of the indemnification relates to your tax deficiency per your disclosure on page 94, and if so, if you had already accrued the corresponding liability.

The indemnification described above relates to potential capital gain taxes resulting from the sale of our South Korean security business (ADT Korea), which was completed on May 22, 2014 pursuant to a Stock Purchase Agreement dated March 2, 2014. During the Company’s second fiscal quarter, ADT Korea met the criteria for discontinued operations and its results of operations were presented within discontinued operations on the Consolidated Statement of Operations. At the time of sale, the Company deemed it probable that the South Korean tax authorities would assert that capital gains taxes were due in connection with the transaction (the “Taxes”). In South Korea, the purchaser, rather than the seller, is responsible for withholding and remitting the Taxes that may be generated upon the sale of a South Korean company. In the ADT Korea sale transaction, we believed that it was probable that the South Korean tax authorities would assert that the Taxes were due on the transaction. Accordingly, the Company agreed to indemnify the purchaser for any such Taxes.

In accordance with Staff Accounting Bulletin Topic 5e, prior to recognizing any gain on the sale of ADT Korea, the Company identified all of the elements of the divestiture arrangement and allocated the consideration exchanged to each of those elements. One of the elements identified was the capital gains tax indemnification described above. The fair value of this indemnification obligation was determined in accordance with ASC 460 - Guarantees. The amount that was recorded under ASC 460 (as our fair value estimate) was the total amount that would have been due in a transaction that was in fact subject to the Taxes. This amount was derived by following the formulaic provisions of the South Korean tax code, which provide that capital gains withholding taxes are determined as the lesser of:

(a)

 20% of the gain on disposition determined as gross cash proceeds less book basis less cost to sell; or

(b)

 11% of the gross cash proceeds

We recorded the indemnification obligation at the total amount that would be due if the disposal transaction was indeed subject to the Taxes based on the Company’s view that there were only two viable outcomes - the transaction was either subject to the capital gains tax or it was not (with the former outcome being assessed as probable). This assessment was based on the underlying facts and circumstances, our understanding of the South Korean tax code, and the opinion of our South Korean tax and legal advisors. Because the amount of the Taxes that would be due was determinable and not subject to variation, and there are no other contingencies related to the sale, the Company believed it was appropriate to recognize the gain (net of taxes) on the sale of ADT Korea prior to the final assessment by the South Korean tax authorities. Further, based on the procedural requirements for qualifying for an exemption from the Taxes,1 the Company determined that it would most likely be required to make payment to the purchaser in respect of the indemnification within one year. As a result, the Company recorded a $1.0 billion gain on the sale of ADT Korea, which is net of the $212 million fair value of the indemnification obligation. We believe this treatment is consistent with the treatment that would be given to the more typical scenario where a seller is required to directly remit payment of capital gains taxes to the respective tax authority.

1  Pursuant to the stock purchase agreement, the parties were required to file relevant exemption applications in respect of the capital gains tax in the month immediately following the closing.

4

We note that no amount of the indemnification obligation described above relates to the U.S. Internal Revenue Service (“IRS”) Notices of Deficiency disclosed in our Annual Report on Form 10-K for the Year Ended September 26, 2014. The Notices of Deficiency pertain to a separate and distinct matter between the Company and the IRS.

Effective Income Tax Rate, page 40

6. Income Taxes, page 91

3.

 We note your tax benefit from non-U.S. net earnings as depicted in the tax reconciliation table.  Please discuss and disclose in your MD&A the identities of specific jurisdictions that materially affect your effective tax rate (currently, 3.9%), the tax rates and incentives in those specific jurisdictions, earnings within those jurisdictions and information above the effects of such foreign jurisdictions (e.g., magnitude, mix), including but not limited to Ireland, on the current and future effective tax rate.

The Company has operations and a taxable presence in nearly 60 countries outside the U.S. All of these countries have a tax rate that is lower than the rate in the U.S. The countries in which the Company has a material presence that have lower tax rates compared to the U.S. include Canada, Australia, Ireland, Germany, Switzerland and the United Kingdom. In response to the Staff's comment, in future filings, the Company proposes to disclose the following:

The Company has operations and a taxable presence in nearly 60 countries outside the U.S. All of these countries have a tax rate that is lower than the rate in the U.S. The countries in which the Company has a material presence that have lower tax rates compared to the U.S. include Canada, Australia, Ireland, Germany, Switzerland and the United Kingdom. The Company's ability to obtain a benefit from lower tax rates outside the U.S. is dependent on its relative levels of income in countries outside the U.S. and on the statutory tax rates in those countries. Based on the dispersion of the Company's non-U.S. income tax provision among many countries, the Company believes that a change in the statutory tax rate in any individual country is not likely to materially affect the Company's income tax provision or net income, aside from any resulting one-time adjustment to the Company's deferred tax balances to reflect a new tax rate.

Form 10-Q for the Fiscal Quarter Ended December 26, 2014

Other Claims, page 23

4.

 Per your disclosure, on January 9, 2015, the Company completed a series of restructuring transactions related to the establishment and funding of a dedicated structure pursuant to which the Company acquired the assets of Grinnell and transferred cash and other assets totaling approximately $278 million (not including $22 million received by the QSF from historic third-party insurers in settlement of coverage disputes) to the structure.  Please clarify whether or not you intend to consolidate such qualified service fund or special purpose entity.  Refer to your basis in the accounting literature.

The Company consolidates the qualified settlement fund and related entities that were established for the purpose of managing and resolving the liabilities described above.  Although the entities in the dedicated structure serve the specific purpose of managing certain liabilities, each entity in the structure is a wholly-owned indirect subsidiary of the Company, and therefore is required to be consolidated under U.S. generally accepted accounting principles.

5

March 13, 2015

Mr. Arun Nayar
Executive Vice President and Chief Financial Officer
Tyco International plc
Unit 1202 Building 1000 City Gate
Mahon, Cork Ireland

Re: Tyco International plc
Form 10-K for the Fiscal Year Ended September 26, 2014
Filed November 14, 2014
Form 10 -Q for the Fiscal Quarter Ended December 26, 2014
Filed January 30, 2015
  File No. 001-13836

Dear Mr. Nayar :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible  when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Consolidated Statemen ts of Cash Flows, pages 74 -75

1. Please revise as follows:

 Include a line item for the gross amount of the non -cash charge which increased your
total gross asbestos liabilities per the schedule on page 106.  This amounted to $550
million in fiscal 2014.
 Clarify the nature of “transfer from discontinued operations” in Note 3.

Mr. Arun Nayar
Tyco International  plc
March 13 , 2015
Page 2

 3.  Divestitures, page 85

2. As disclosed, you recognized a gain of $1.0 billion, net of a $212 million charge related
to the “indemnification at fair value for certain tax related matters borne by the buyer that
are probable of being paid .”  Please tell us your basis for recognizing a gain based on the
probability of the indemnification event, what your underlying estimates are concerning
this indemnification, when and how you expect the indemnification to occur, and whether
some portion of the indemnification relates to your tax defi ciency per your disclosure on
page 94, and if so, if you had already accrued the corresponding liability.

Effective Income Tax Rate, page 40
6. Income Taxes, page 91

3. We note your tax benefit from non -U.S. net earnings as depicted in the tax reconcilia tion
table.  Please discuss and disclose in your MD&A the identities of specific jurisdictions
that materially affect your effective tax rate (currently, 3.9%), the tax rates and incentives
in those specific jurisdictions, earnings within those jurisdictio ns and information about
the effects of such foreign jurisdictions (e.g., magnitude, mix) , including but not limited
to Ireland , on the current and future effective tax rate.

Form 10 -Q for the Fiscal Quarter Ended December 26, 2014

Other Claims, page 2 3

4. Per your disclosure, on January 9, 2015, the Company completed a series of restructuring
transactions related to the establishment and funding of a dedicated structure pursuant to
which the Company acquired the assets of Grinnell and transferred cash an d other assets
totaling approximately $278 million (not including $22 million received by the QSF from
historic third -party insurers in settlement of coverage disputes) to the structure.  Please
clarify whether or not you intend to consolidate such qualifi ed service fund or special
purpose entity.   Refer to your basis in the accounting literature.

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 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 t hey have made.

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

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

Mr. Arun Nayar
Tyco International  plc
March 13 , 2015
Page 3

  staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the 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 securit ies laws of the United States.

You may contact Kathryn Jacobson, Senior Staff Accountant at (202) -551-3365, Dean
Suehiro at (202) 551 -3384 or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Carlos Pacho
Senior Assistant Chief Accountant

cc:  Judith Reinsdorf – General Counsel

February 25, 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or its  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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage  for

Larry Spir gel
Assistant Director

Cc: Judith Reinsdorf, General Counsel

CORRESP
1
filename1.htm

Tyco International Ltd.

Freier Platz 10

CH-8200 Schaffhausen

Switzerland

Tele:  +41 52 633 02 44

Fax:   +41 52 633 02 99

February 19, 2013

Larry Spirgel, Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C.  20549

RE:

Tyco   International Ltd.

Form 10-K   for the fiscal year ended September 28, 2012

Filed   November 16, 2012

File   No. 1-13836

Dear Mr. Spirgel:

This letter is in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff dated February 5, 2013 (the “Comment Letter”) regarding the above referenced Annual Report on Form 10-K of Tyco International Ltd. (referred to as “we,” the “Company” or “Tyco”) filed on November 16, 2012. In connection with this response, we acknowledge:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·                  The Company may not assert Staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Set forth in the pages that follow are responses to the Staff’s comments, as set forth in the Comment Letter. Should you have any questions concerning the accompanying materials, please contact Mr. Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer of the Company at 609-720-4627.

Very   truly yours,

/s/ Arun Nayar

Arun Nayar

Executive Vice President and Chief Financial Officer

1

Copies to:

Tyco International Ltd.

Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer

Judith Reinsdorf, Executive Vice President and General Counsel

Deloitte & Touche LLP

Chris Cooper, Partner

2

Form 10-K for the Fiscal Year Ended September 28, 2012

Non-U.S. GAAP Measure, page 63

1.              Please revise to disclose how you calculate the foreign currency adjustment.

Response

We acknowledge the Staff’s comment and will include the following disclosure in future filings, commencing with our Quarterly Report on Form 10-Q for the quarter ending March 29, 2013, in the description of non-GAAP measures (we have underlined new disclosures in all responses for the convenience of the Staff):

“Organic revenue growth (decline) presented herein is defined as revenue growth (decline) excluding the effects of foreign currency fluctuations, acquisitions and divestitures and other changes that may not reflect underlying results and trends (for example, the 53rd week of operations in fiscal year 2011). Our organic growth (decline) calculations incorporate an estimate of prior year reported net revenue associated with acquired entities that have been fully integrated within the first year, and exclude prior year net revenue associated with entities that do not meet the criteria for discontinued operations which have been divested within the past year (“adjusted number”). We calculate the rate of organic growth (decline) based on the adjusted number to better reflect the rate of growth (decline) of the combined business, in the case of acquisitions, or the remaining business, in the case of dispositions. We base the rate of organic growth (decline) for acquired businesses that are not fully integrated within the first year upon unadjusted historical net revenue. Foreign currency fluctuations are calculated by subtracting (i) the U.S. dollar equivalent of local currencies for the current period using monthly weighted average exchange rates for the prior period from (ii) the U.S. dollar equivalent of local currencies for the current period using monthly weighted average exchange rates for the current period. We may use organic revenue growth (decline) as a component of our compensation programs.”

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 exposed to price volatility which could have a material adverse effect on your financial condition, results of operations or cash flows. As stated hereunder, your portfolio of derivative financial instruments includes, from time to time, commodity swaps and forward 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 instruments 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 facilitate investor understanding of the impact of the

3

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.

Response

From time to time our portfolio of derivative financial instruments may include commodity swaps and forward commodity contracts.  As of September 28, 2012 and for each of the three fiscal years in the period ended September 28, 2012, none of the Company’s businesses presented within continuing operations held any such instruments, or had any intra-period activity with respect to such instruments.  However, this may change in the future and, to the extent material, we will present in future filings quantitative and qualitative disclosure about market risks with respect to derivative commodity instruments or other commodity instruments with similar characteristics (to the extent such instruments are not derivative instruments) in accordance with the disclosure requirements of Item 305 of Regulation S-K (as well as ASC 815-10-50).

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 in 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.

Response

We acknowledge the Staff’s comments and will include the disclosure substantially in the following form in future filings, commencing with our Quarterly Report on Form 10-Q for the period ending March 29, 2013. (This response, and each response that follows, is subject to intervening events that may require a change in the disclosure):

“As of [date], the Company’s estimated net liability of $[x] million was recorded within the Company’s Consolidated Balance Sheet as a liability for pending and future claims and related defense costs of $[x] million, and separately as an asset for insurance recoveries of $[x] million. Similarly, as of [prior period date], the Company’s estimated net liability of $[x] million was recorded within the Company’s Consolidated Balance Sheet as a liability for pending and future claims and related defense costs of $[x] million, and separately as an asset for insurance recoveries of $[x] million. The net liabilities reflected in the Company’s Consolidated Balance Sheet represent the Company’s best estimates of probable losses for the look-forward periods described above. It is reasonably possible that losses will be incurred for claims made subsequent to such look-forward periods. However, due to the inherent uncertainty and lack of reliable trend data in predicting losses beyond 2027, the Company is unable to reasonably estimate the amount of losses beyond such date.  With respect

4

to claims made against the subsidiary described above for which the Company is pursuing alternatives, including a negotiated settlement with representatives of all current and future asbestos claimants, the Company is unable to reasonably estimate losses beyond what it has accrued because it is uncertain (i) whether a negotiated settlement will be achieved, (ii) the terms of any such settlement, and (iii) what the outcome would be if the subsidiary were to pursue a restructuring or liquidation without a settlement in place.”

4.              Per your annual valuation process, you revised your look-back period from five to three years and 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.

Response

We acknowledge the Staff’s comment and will disclose in future filings, commencing with our Quarterly Report for the period ending [[June 28, 2013]], the effect of the change in our estimate on income from continuing operations, net income, and any related per-share amounts. We intend to enhance our disclosure substantially as follows, using the Company’s Form 10-K by way of example:

“Annually, during the Company’s third quarter, the Company performs an analysis with the assistance of outside counsel and other experts to update its estimated asbestos related assets and liabilities. In addition, on a quarterly basis, the Company re-evaluates the assumptions used to perform the annual analysis and records an expense as necessary to reflect changes in its estimated liability and related insurance asset. The Company’s estimate of the liability and corresponding insurance recovery for pending and future claims and defense costs is based on the Company’s historical claim experience, and estimates of the number and resolution cost of potential future claims that may be filed. The Company’s legal strategy for resolving claims also impacts these estimates. The Company considers various trends and developments in evaluating the period of time (the look-back period) over which historical claim and settlement experience is used to estimate and value claims reasonably projected to be made in the future during a defined period of time (the look-forward period). As part of the Company’s annual valuation process in the third quarter of fiscal 2012, the Company determined that a look-back period of three years was more appropriate than a five year period because the Company has experienced a higher and more consistent level of claims activity and settlement costs in the past three years. As a result, the Company believes a three year look-back period is more representative of future claim and settlement activity than the five year period it previously used. The Company also revised its look-forward period from seven years to fifteen years. The Company’s decision to revise its look- forward period was primarily based on improvements in the consistency of observable data and the Company’s more extensive experience with asbestos claims since the look-forward period was originally established in 2005. The revisions to the Company’s look-forward and look-back periods do not apply to claims made against the subsidiary described above for which the Company is pursuing alternatives, including a

5

negotiated settlement with representatives of all current and future asbestos claimants. Excluding these claims, the Company believes it can make a more reliable estimate of pending and future claims beyond seven years. The Company believes valuation of pending claims and future claims to be filed over the next fifteen years produces a reasonable estimate of its asbestos liability, which it records in the consolidated financial statements on an undiscounted basis.  The effect of the change in our look-back and look-forward periods reduced income from continuing operations before income taxes and net income by approximately $90 million and $55 million, respectively.  In addition, the effect of the change increased the Company’s basic and diluted loss from continuing operations by $0.12 per share and decreased the Company’s basic and diluted net income by $0.12 per share.”

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 claims 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 insurance 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.

Response

As indicated by the proposed disclosure below, we do not believe that a sensitivity analysis showing the impact of changes to discrete assumptions on our net asbestos-related liability would be meaningful, and may inappropriately focus the reader of the financial statements on discrete elements of a complex analysis.  The variables and assumptions we utilize to estimate the net liability are interrelated and the valuation model that is used is highly complex, with no one factor predominantly influencing the determination of the net liability.  As a result of the correlation between the variables and assumptions, disclosing the financial statement effects of a change one assumption while maintaining all other assumptions constant would not provide meaningful analysis to the reader of the financial statements.  Therefore, we believe that the inclusion of such a sensitivity analysis would also be inconsistent with the objective of the disclosure of quantitative factors as provided in Section 501.14 of the SEC’s Codification of Financial Reporting Policies.  However, in order to provide the reader with additional information regarding these variables and assumptions, commencing with our Quarterly Report on Form 10-Q for the period ending March 29, 2013, we intend to include disclosure that is substantially in the following form:

6

“The amounts recorded by the Company for asbestos-related liabilities and insurance-related assets are based on the Company’s strategies for resolving its asbestos claims, currently available information, and a number of estimates and assumptions. Key variables and assumptions include the number and type of new claims that are filed each year, the average cost of resolution of claims, the resolution of coverage issues with insurance carriers, amount of insurance and the solvency risk with respect to the Company’s insurance carriers. Many of  these factors are closely linked, such that a change in one variable or assumption will impact one or more of the others, and no single variable or assumption predominantly influences the determination of the Company’s asbestos-related liabilities and insurance-related assets.  Furthermore, predictions with respect to these variables are subject to greater uncertainty in the later portion of the projection period. Other factors that may affe

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

March 21, 2012
Via E-Mail
Frank S. Sklarsky
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 30, 2011   Filed November 16, 2011   File No. 1-13836
Dear Mr. Sklarsky:

We refer you to our comment letter dated March 2, 2012 re garding business
contacts with Iran.  We have completed our re view of this subject matter.  We remind
you that our comments or changes to disclo sure in response to our comments do not
foreclose the Commission from taking any act ion with respect to the company or the
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.  We urge all persons who are respons ible 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 rules require.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Judith A. Reinsdorf   Executive Vice Presiden t and General Counsel
   Larry Spirgel   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

Tyco International Ltd.

Freier Platz 10

CH-8200 Schaffhausen

Switzerland

Tele:  +41 52 633 02 44

Fax: +41 52 633 02 99

March 16, 2012

Ms. Cecilia Blye, Chief

Office of Global Security Risk

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C.  20549

RE:

Tyco   International Ltd.

Form 10-K   for the fiscal year ended September 30, 2011

Filed   November 16, 2011

File   No. 1-13836

Dear Ms. Blye:

This letter is in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff dated March 2, 2012 (the “Comment Letter”) regarding the above referenced Annual Report on Form 10-K of Tyco International Ltd. (referred to as “we,” the “Company” or “Tyco”) filed on November 16, 2011. In connection with this response, we acknowledge:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·                  The Company may not assert Staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Set forth in the pages that follow are responses to the Staff’s comments, as set forth in the Comment Letter.  Should you have any questions concerning the accompanying materials, please contact Ms. Judith Reinsdorf, Executive Vice President and General Counsel of the Company at 609-720-4339.

Very truly yours,

/s/ Frank S. Sklarsky

Frank S. Sklarsky

Executive Vice President and Chief Financial Officer

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Copies to:

Tyco International Ltd.

Carol A. Davidson, Senior Vice President, Controller and Chief Accounting Officer

Deloitte & Touche LLP

Chris Cooper, Partner

Gibson, Dunn & Crutcher LLP

Brian Lane, Partner

2

General

1.              We are aware of 2010 news articles reporting that an Iranian firm closely linked with Tehran’s nuclear program acquired special hardware for enriching uranium including valves and vacuum gauges made by a French company that you owned until December 2009. We also are aware of a January 2007 article reporting that your contract for representation by law firm Eversheds provides for it to engage local counsel in 27 jurisdictions where it does not have a presence, including Iran, and a LinkedIn entry for a person in Iran who lists his occupation as a Manager at Tyco International.

Iran is designated as a state sponsor of terrorism by the U.S. Department and State and is subject to U.S. economic sanctions and export controls. We note that your Form 10-K does not include disclosure about Iran. Please describe the nature and extent of your past, current, and anticipated contacts with Iran, whether through affiliates, subsidiaries, distributors, resellers, or other direct or indirect arrangements. For instance, we note a November 2008 news article reporting that UAE’s Technowave International has branch offices in countries including Iran and that it is an official distributor of Tyco Fire & Security. Describe any services, products or technology you have provided to Iran and any agreements, commercial arrangements, or other contacts you have had with the government of Iran or entities controlled by the government.

Response

The Company submits the following information to the Staff regarding its contacts with Iran, including the nature and extent of its past, current and anticipated contacts with Iran, whether through affiliates, subsidiaries, distributors, resellers, or other direct or indirect arrangements, and any services or products the Company has provided to Iran and any agreements, commercial arrangements, or other contacts the Company has had with the government of Iran or entities controlled by the government of Iran.

As of March 1, 2010, Tyco’s position with respect to trade with Iran has been (i) to prohibit all of its non-U.S. subsidiaries from taking any new orders or otherwise conducting new business in or with the country, including any entities or persons in Iran, either directly or indirectly, (ii) to wind-up as expeditiously as possible any outstanding orders existing on that date. Prior to March 1, 2010, Tyco’s non-U.S. subsidiaries were not prohibited from conducting business in Iran, although we believe the amount of such business that was actually conducted was immaterial to Tyco’s overall business.

Prior to March 1, 2010, sales of Tyco products into Iran primarily consisted of non-U.S.-origin valves, actuators and heat tracing products and related parts and services for the oil and gas industry, and, to a lesser extent, fire detection and suppression systems, other fire protection products, life safety products and security products.  These sales were made through the submission of purchase orders directly to our non-U.S. subsidiaries, or through third-party distributors or resellers that subsequently sold the

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products into Iran. In certain instances, our non-U.S. subsidiaries would enter into contracts governing the sale, installation and service of these products in facilities located in Iran. To our knowledge, a limited number of sales were made to entities controlled by the government of Iran, specifically the National Iranian Oil Company.

We do not now maintain, nor have we in at least the past five years maintained, any physical presence in Iran, whether through affiliates, employees or subsidiaries. We do not have any record of an employee currently located in Iran. We have investigated the LinkedIn entry cited by the Staff and have determined that no such person is either employed by or represents Tyco in Iran. We do not have any knowledge of the person who has posted this LinkedIn entry. Also, the January 2007 article cited by the Staff refers to the engagement of the law firm Saba & Co. on our behalf, which has been retained solely to protect the potential misappropriation of our intellectual property rights from entities in Iran, as permitted by Section 560.509 of the Iran Transaction Regulations administered by the Office of Foreign Assets Control (31 CFR §560.509). Further, we have investigated and confirmed that the firm Technowave International (which is an authorized distributor of our Sensormatic anti-theft products used by retailers) has not sold any of our products into Iran in at least the past ten years.

Regarding the January 2010 Wall Street Journal article cited by the Staff, we note that we reviewed the suggestions made in the article, and have not been able to find any basis for these suggestions. We have no knowledge that any materials produced by our former subsidiary ended up in Iran (the subsidiary was sold in December 2009). Similarly in news accounts, the buyer of the business has stated that he has no knowledge of this happening.

As noted above, on March 1, 2010, Tyco updated its position with respect to Iran (among other sanctioned countries) to prohibit all of its non-U.S. subsidiaries from conducting any new business in or with Iran, including any entities or persons in Iran, either directly or indirectly.(1) As a result, as of March 1, 2010, all of Tyco’s subsidiaries are prohibited from accepting any new orders from any customer (or end-user) that is located or organized in Iran, or affiliated with the Iranian government. As part of the position update, it has been mandated that all existing contracts from Iran be completed as expeditiously as possible, that any contracts with Iranian entities be terminated as soon as possible (including renewable or evergreen contracts), and that all bids pending on such date be withdrawn. Tyco’s international trade compliance program prohibits its businesses from selling any products or services into Iran through agents, resellers or distributors and requires that employees know who the end user of a product is, what its end use is and where the end destination is.

Revenue associated with Iran subsequent to March 1, 2010 has primarily been of two types: (1) the fulfillment of orders that were placed prior to March 1, 2010, and (2) the fulfillment of orders that were in place prior to the date on which we acquired a company. The approximate revenue associated with all transactions with entities located in or associated with Iran during our fiscal years 2011, 2010 and 2009 was $1.7 million, $10.4 million and $8.1 million, respectively.  During the first quarter of our fiscal 2012, a total of approximately $2.6 million of sales have been made into Iran.

(1)  As described below, exceptions may be made on a case-by-case basis in the event that we acquire a business that has outstanding orders with entities in Iran.

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 As of March 2, 2012, the amount of backlog related to Iran for all of Tyco was approximately $60 million. Of this amount, approximately $6.3 million related to orders placed prior to March 1, 2010, with the remainder related to orders that we acquired in connection with two acquisitions in fiscal 2011. We anticipate filling all orders related to this outstanding backlog prior to this calendar year end.

Once we have completed shipping and have received payment for the products related to the above mentioned backlog, we do not anticipate having any contacts with, or doing any business with, any entity located or organized in Iran or associated with the Iranian government.

2.              We note disclosure on page 18 that some of your products are dual use products. Please tell us whether any of the products or services underlying contacts with Iran described in the foregoing comment are dual use products or are otherwise on the U.S. Department of Commerce’s Commerce Control List.

Response

To the best of our knowledge, since the beginning of fiscal 2009 there have been only eight sales into Iran of products that appear on the U.S. Department of Commerce’s Commerce Control List, totaling an aggregate of approximately $3.4 million. The sales were for stainless and carbon steel safety relief, butterfly and ball valves and related pneumatic actuators and positioners. The last such sale occurred in November 2009. We confirm that each of these sales was reviewed by external counsel in accordance with our trade compliance program and deemed not to be prohibited under applicable U.S. law. None of the products that are currently in the backlog described above appear on the aforementioned Commerce Control List.

3.              Please discuss the materiality of your contacts with Iran described in response to the foregoing comments and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Iran.

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Response

We do not believe that our past or current operations in Iran represent a material investment risk for our security holders. In making this determination, we considered the quantitative factors and qualitative factors that we believe a reasonable investor would find important in making an investment decision.

First, as a quantitative matter, the amount of revenue generated by activities related to Iran is clearly insignificant, representing no more than 0.06% of revenue in any period. We do not now have, nor have we had over at least the past five years, any fixed assets in Iran. Any liabilities associated with sales to Iran have similarly been de minimis.

With respect to qualitative factors, we note that we have designed our compliance programs to comply with the requirements of U.S. laws and regulations specifically as they relate to sanctioned countries. We believe that these programs are robust. For at least the past five years, our policy has required that every proposed transaction with a sanctioned country be subject to review by external legal counsel, which includes the submission of a transaction questionnaire listing detailed answers to 24 comprehensive questions regarding the goods involved (origin, value, inventory turns) and the entities and people involved. Our personnel receive extensive training regarding the use of this system and are encouraged to contact one of the various International Trade Counsel Officers that we employ should there be any questions.

We are aware that various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Based on a review of our top 50 shareholders, we do not believe that any state or municipal institution holds a significant amount of our shares, either individually or in the aggregate. Even if they did, we believe that the level of activity would not likely be of concern to them. For example, we direct you to the Massachusetts Iran Divestment Act enacted August 4, 2010. The bill provides that a company considered to be doing business with Iran is one that knowingly provides goods or services deployed to develop petroleum resources in Iran and has knowingly made an investment in Iran of at least $20 million in any one-year period that directly or significantly contributes to the enhancement of Iran’s ability to develop its petroleum resources.  Over the past three fiscal years, we have not come close to the $20 million threshold. With respect to our backlog, the great bulk of orders pre-existed our ownership, and the business with Iran is in “run-off,” meaning that no new orders are being accepted.

As the Staff is well aware, the Supreme Court standard for materiality, as espoused in TSC Industries v. Northway, 426 US 438, 450 (1976), is one involving the reasonable investor.  We do not believe that there is a “substantial likelihood that a reasonable person would consider it important” in making an investment decision, given the very small impact of this business.  We do not think it alters the “total mix” of information as it is so minor, in run-off and fully compliant with the law. Moreover, we

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are unaware of any investor interest in this subject at our company. There have been no investor inquiries since the Wall Street Journal article was published. We do not believe that a disclosure would have a meaningful impact on our share price, nor on the need for a significant amount of our shareholder base to divest their holdings.  As such, this information is immaterial to our investors.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

March 2, 2012
Via E-Mail
Frank S. Sklarsky
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 30, 2011   Filed November 16, 2011   File No. 1-13836
Dear Mr. Sklarsky:

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors of terrorism and we have the following
comments.  Our review with respect to this  issue does not precl ude further review by
the Assistant Director group w ith respect to other issues.   At this juncture, we are
asking you to provide us with informa tion so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.  General

1. We are aware of 2010 news articles reporti ng that an Iranian firm closely linked
with Tehran’s nuclear program acquired special hardware for enriching uranium
including valves and vacuum gauges made by a French company that you owned until December 2009.  We also are aware of  a January 2007 article reporting that
your contract for representation by law fi rm Eversheds provides for it to engage
local counsel in 27 jurisdictions where it does not have a presence, including Iran,
and a LinkedIn entry for a person in Iran w ho lists his occupation as a Manager at
Tyco International.

Frank S. Sklarsky
Tyco International Ltd. March 2, 2012 Page 2
 Iran is designated as a stat e sponsor of terrorism by the U.S. Department and State
and is subject to U.S. economic sanctions  and export controls.  We note that your
Form 10-K does not include di sclosure about Iran.  Pleas e describe the nature and
extent of your past, curr ent, and anticipated contact s with Iran, whether through
affiliates, subsidiaries, distributors, resellers, or other direct or indirect arrangements.  For instance, we note a November 2008 news article reporting that
UAE’s Technowave International has branch  offices in countries including Iran
and that it is an official distributor of Tyco Fire & Security.  Describe any
services, products or technology you have provided to Iran and any agreements,
commercial arrangements, or other contact s you have had with the government of
Iran or entities contro lled by the government.
2. We note disclosure on page 18 that some  of your products are dual use products.
Please tell us whether any of the products  or services underlying contacts with
Iran described in the foregoing comment are dual use products or are otherwise on the U.S. Department of Commer ce’s Commerce Control List.
3. Please discuss the materiality of your contac ts with Iran described in response to
the foregoing comments and whether thos e contacts constitute a material
investment risk for your security holde rs.  You should address materiality in
quantitative terms, including the approxi mate dollar amounts of any associated
revenues, assets, and liabilities for the last  three fiscal years and the subsequent
interim period.  Also, address materiality in terms of qualitati ve factors that a
reasonable investor would deem import ant in making an investment decision,
including the potential impact of corpor ate activities upon a co mpany’s reputation
and share value.  Various state and munici pal governments, universities, and other
investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S.-designate d state sponsors of
terrorism.  Your materiality analysis s hould address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have operations associated with Iran.

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 Exch ange Act rules require.  Since the company
and its management are in possession of all facts relating to the company’s disclosure,
they are responsible for the accuracy and adequa cy of the disclosures they have made.
 In responding to our comments, please provide a written statement from the
company acknowledging that:

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

Frank S. Sklarsky
Tyco International Ltd. March 2, 2012 Page 3
  staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

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

Please contact Jennifer Hardy, Special C ounsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about  the comments or our review.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Judith A. Reinsdorf   Executive Vice Presiden t and General Counsel
   Larry Spirgel   Assistant Director  Division of Cor poration Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3720
March 8, 2010

Mr. Christopher J. Coughlin Chief Financial Officer Tyco International Ltd. Freier Platz 10 CH-8200 Schaffhausen, Switzerland
 RE: Tyco International Ltd.
Form 10-K for Fiscal Year Ended September 25, 2009
  Filed November 17, 2009
File No. 1-13836

Dear Mr. Coughlin:   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,           /s/ Robert S. Littlepage, Jr.          / f o r /  L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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filename1.htm

  Tyco International Ltd.

  Freier Platz 10

  CH-8200 Schaffhausen

  Switzerland

  Tele: +41 52 633 02 44

  Fax: +41 52 633 02 99

 VIA EDGAR

March 3, 2010

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 6010

Washington, D.C.  20549

RE:          Tyco
International Ltd.

Form 10-K for the
fiscal year ended September 25, 2009

Filed November 17, 2009

Form 10-Q for the
fiscal quarter ended December 25, 2009

File No.  1-13836

Dear Mr. Spirgel:

 This letter contains responses to
the staff’s letter dated February 26, 2010 to Tyco International Ltd.
(referred to as “we,” the “Company” or “Tyco”), which sets forth the staff’s
comments regarding the above referenced documents.

 In connection with these
responses to the staff, we acknowledge the following:

·                  The Company is responsible
for the adequacy and accuracy of the disclosure in the filings;

·                  Staff comments or changes to
disclosures in response to staff comments do not foreclose the Commission from
taking any action with respect to the filings; and

·                  The Company may not assert
staff comments as a defense in any proceedings initiated by the Commission or
any person under the federal securities laws of the United States.

 For ease of reference, we have
repeated the staff’s comments in bold text preceding each of our
responses.  For the convenience of the
staff, copies of this letter have also been provided to Melissa Hauber, Robert
S. Littlepage, Jr. and Paul Fischer.
Should you have any questions concerning the accompanying materials,
please contact C. A. (John) Davidson, Senior Vice President, Controller and
Chief Accounting Officer of the Company at 609-720-4638.

Very truly yours,

  /s/
  Christopher J. Coughlin

  Christopher
  J. Coughlin

  Executive
  Vice President and Chief Financial Officer

1

Copies
to:

Tyco
International Ltd.

Carol
A. Davidson, Senior Vice President, Controller and Chief Accounting Officer

Judy
Reinsdorf, Executive Vice President and General Counsel

Deloitte &
Touche LLP

Michael
Titta

Michael
Morrissey

Simpson Thacher & Bartlett LLP

Alan Klein

2

Form 10-K
for Fiscal Year Ended September 25, 2009

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 35

Goodwill
and Intangible Asset Impairments, page 36

1.                                      We note
that you took a significant goodwill impairment charge in the second quarter of
fiscal 2009.  You should expand your
MD&A to discuss your expectations regarding your future operating results
and liquidity as a result of taking this impairment charge.  You should clearly explain to your investors,
if true, that you expect that historical operating results will not be
indicative of future operating results.
You should also discuss the primary drivers in your assumptions that
resulted in the goodwill impairment charge.
For instance, did you significantly reduce projected future revenues or
net cash flows or increase the discount rates?
Clarify how changes in foreign currency exchange rates impacted your
analysis.  In addition, discuss whether
and when you considered a recovery of the economy in your cash flow
projections.

We
acknowledge the staff’s comment and will expand our MD&A in future filings
to address the matters raised in the comment.
We note that changes in foreign currency exchange rates were not among
the primary drivers of the goodwill impairment charges recorded during the
second quarter of fiscal 2009.
Therefore, we do not plan to include a discussion of currency exchange
rates in our description of the underlying factors that led to the 2009
goodwill impairment charges.  However, if
currency exchange rates were to have a significant impact in the future, we
would expand our disclosure in future filings to address the impact on our
goodwill recovery analysis.

Critical
Accounting Policies and Estimates, page 51

Goodwill
and Indefinite-Lived Intangible Asset Impairments, page 53

2.                                      We note
that goodwill accounted for approximately 34% of total assets at September 25,
2009.  We also note your disclosure that
you have certain reporting units with less than a ten percent excess of fair
value over carrying value.  If you are at
risk of failing step one of the goodwill impairment test for your reporting
units, you should disclose in future filings the following information:

·                  Percentage by which fair value exceeded
carrying value as of the date of the most recent test;

·                  Amount of goodwill allocated to the reporting
unit;

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·                  Description of the methods and key
assumptions used and how the key assumptions were determined;

·                  Discussion of the degree of uncertainty
associated with the key assumptions. The discussion regarding uncertainty
should provide specifics to the extent possible (e.g., the valuation model
assumes recovery from a business downturn within a defined period of time); and

·                  Description of potential events and/or
changes in circumstances that could reasonably be expected to negatively affect
the key assumptions.

Otherwise disclose, if true, in your critical accounting policies and
estimates section of the MD&A, that none of your reporting units with
significant goodwill are at risk of failing step one of the goodwill impairment
test.

For further guidance, refer to
Release 33-8350 “Interpretation: Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”

Please
provide us with the proposed disclosures you intend to include in your next
Form 10-K to comply with this comment.

Commencing
with our Form 10-K for the fiscal year ending September 24, 2010, we
will expand within our MD&A our discussion of any reporting units with
significant goodwill deemed by the Company to be at risk of failing step one of
the goodwill impairment test. Such expansion will give specific consideration
to the points raised in the staff’s comment. To illustrate, below find the
Goodwill and Indefinite-Lived Intangible Asset Impairments discussion on page 53
of our Form 10-K for our fiscal year ended September 25, 2009 marked
for expected changes.

“Goodwill and Indefinite-Lived Intangible Asset
Impairments—Goodwill and indefinite-lived intangible assets are
assessed for impairment annually and more frequently if triggering events
occur. In performing these assessments, management relies on various factors,
including operating results, business plans, economic projections including expectations and assumptions regarding
the timing and degree of any economic recovery, anticipated
future cash flows, comparable market
transactions (to the extent available) and
other market data.  There are inherent
uncertainties related to these factors which require judgment in applying them
to the analysis of goodwill and indefinite-lived intangible assets for
impairment. Since judgment is involved in performing fair value measurements
used in goodwill and indefinite-lived intangible assets impairment analyses,
there is risk that the carrying values of our goodwill or indefinite-lived
intangible assets may be overstated.

We
elected to make the first day of the fourth quarter the annual impairment
assessment date for all goodwill and indefinite-lived intangible assets. In the
first step of the goodwill impairment test, the Company  we compares the fair value
of a reporting unit with its carrying amount. Fair value for the goodwill
impairment test is determined utilizing a discounted cash flow analysis based
on the Company’s future budgets  forecast cash flows
(including estimated underlying revenue and operating income growth rates)
discounted using an estimated
weighted-average cost of capital of market participants. the
market participants weighted-average cost of capital and market indicators of
terminal year cash

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flows. Other
valuation methods are  A market approach,
utilizing observable market data such as comparable companies in similar lines
of business that are publicly traded or which are part of a public or private
transaction (to the extent available), is used to corroborate
the discounted cash flow method  analysis performed at each
reporting unit. If the carrying amount of a reporting unit
exceeds its fair value, goodwill is considered potentially impaired and further
tests are performed to measure the amount of impairment loss. In the second
step of the goodwill impairment test, the Company  we
compares the implied fair value of reporting unit goodwill with the
carrying amount of the reporting unit’s goodwill. If the carrying amount of a
reporting unit’s goodwill exceeds the implied fair value of that goodwill, an
impairment loss is recognized in an amount equal to the excess of the carrying
amount of goodwill over its implied fair value. The implied fair value of
goodwill is determined in the same manner that the amount of goodwill
recognized in a business combination is determined. The Company  We allocates the fair value
of a reporting unit to all of the assets and liabilities of that unit,
including intangible assets, as if the reporting unit had been acquired in a
business combination. Any excess of the fair value of a reporting unit over the
amounts assigned to its assets and liabilities represents the implied fair
value of goodwill.

Based on our most recent annual goodwill impairment assessment
performed during the fourth quarter of fiscal 2010, we determined that our
[Name of Reporting Unit A] within our [Name of Segment A] and our [Name of
Reporting Unit B] within our [Name of Segment B] were at risk of failing step
one of the goodwill impairment test, and are therefore at risk of a future
impairment in the event of significant unfavorable changes in the forecast cash
flows and/or weighted-average cost of capital utilized in the discounted cash
flow analyses.  The following table sets
forth information regarding at risk reporting units as of September 24,
2010 ($ in millions):

  Reporting Unit

  Segment

  % Fair Value

  Exceeds

  Carrying Value

  Goodwill as of

  September 24,

  2010

  Reporting Unit A

  Segment A

  X.X

  %

  $

  XXX

  Reporting Unit B

  Segment B

  X.X

  %

  XXX

  $

  XXX

Fair value determinations require considerable judgment and are
sensitive to changes in underlying assumptions and factors.  As a result, there can be no assurance that
the estimates and assumptions made for purposes of the annual goodwill impairment
test will prove to be accurate predictions of the future.  Examples of events or circumstances that
could reasonably be expected to negatively affect the underlying key
assumptions and ultimately impact the estimated fair value of the
aforementioned reporting units may include such items as follows:

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·                  A
prolonged downturn in the business environment in which the reporting units
operate (i.e. sales volumes and prices) especially in the commercial
construction and retailer end markets;

·                  An
economic recovery that significantly differs from our assumptions in timing or
degree;

·                  Volatility
in equity and debt markets resulting in a higher discount rates; and

·                  Unexpected
regulatory changes.

While historical performance and current expectations have resulted in
fair values of goodwill in excess of carrying values, if our assumptions are
not realized, it is possible that in the future an impairment charge may need
to be recorded.  However, it is not possible
as this time to determine if an impairment charge would result or if such a
charge would be material.”

The above example is for illustrative purposes and
will be modified based on the specific facts that exist when we file our Form 10-K
for our fiscal year ending September 24, 2010.

Definitive
Proxy Statement Incorporated by Reference Into Part III of Form 10-K

Compensation
Discussion and Analysis, page 37

Annual
Incentive Compensation, page 42

3.                                      We note
that the company performance measure used to award annual bonuses was minimum
$450 million in net income, as adjusted for items established by the
Compensation Committee and approved by the independent members of the Board in
the first quarter of fiscal 2009.  As
this measure is a non-GAAP measure, in future filings, specifically disclose
how the compensation committee calculated the measure from your audited
financial statements based upon the provisions of the Plan and, as applicable,
how and why it exercised its discretion to adjust the performance measure
further.  See Instruction 5 to Item 402(b) of
Regulation S-K.

We
acknowledge the staff’s comment and will include the information requested
above in future filings, beginning with our proxy statement for our 2011 annual
general meeting of shareholders.

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CORRESP
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January 29, 2007

Mr. Russell Mancuso

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Mail Stop 6010

Re:          Tyco International Ltd. Preliminary
Proxy Statement — File No. 011-13836

On behalf of Tyco
International Ltd. (the “Company” or “Tyco”), we submit this letter in response
to the written comments (the “Comment Letter”) from the Staff of the Securities
and Exchange Commission (the “Staff”) to the Company of January 26, 2007
concerning the Company’s Preliminary Proxy Statement on Schedule 14A originally
filed on January 12, 2007 (the “Proxy Statement”).  The numbered paragraphs below restate the
numbered paragraphs in the Comment Letter and the discussion set out below each
such paragraph is the Company’s response to the Staff’s comments.

1.  We note the letters from
the Chairman and Chief Executive Officer which are attached to your
correspondence dated January 23, 2007 as Exhibit A. Please ensure that you file
those materials.

Response:

We acknowledge the
Staff’s comment and will file the letters from the Chairman and Chief Executive
Officer with the amended filing.

2.               Regarding your proposed revisions in response to prior comments 4 and
5:

·                  We note your reference to the Board’s consideration of the market price
of Tyco’s common stock after the separation.
If the Board also considered the effect of the reverse split on the
market price of the securities of the entities that will have publicly traded
stock after the separation, please discuss that analysis.

Response:

The Board of
Directors did not consider the effect of the reverse split on the stock prices
of the Healthcare and Electronics businesses as the timing of the reverse stock
split will not impact their post-distribution market prices.  The Board of Directors will establish a
dividend ratio of the shares to be distributed to current Tyco shareholders
without regard to the effect that the reverse stock split would have on the
number of Tyco shares outstanding on the date the dividend is declared.  The number of shares in the Healthcare and
Electronics businesses that we expect will be distributed to shareholders will
remain constant as the Board of Directors will set a dividend ratio which will
result in the issuance of the number of shares to reflect the appropriate
capitalization.  For example, the desired
number of shares for the Healthcare business is one billion, then, on the date
the dividend is declared, if Tyco has two billion shares outstanding, the Board
would use a 2 for 1 ratio to distribute one billion Healthcare shares.  If, on the date the dividend is declared,
Tyco has five hundred million shares outstanding, the Board would use a 1 for 2
ratio to distribute one billion Healthcare shares.

·                  Please clarify whether you intend to complete the split before or after
the separation.  If you may complete the
split after the separation, please (1) explain the effect on the market price
of the securities of the entities that will have publicly traded stock after
the separation and (2) describe how you will determine whether to complete the
split before or after the separation.

Response:

Absent unusual
market conditions, the Board of Directors intends to complete the reverse stock
split prior to the separation.  However,
if the Board of Directors determines to execute the reverse stock split after
distributing the dividend, the market price of the Healthcare and Electronics
securities should not be impacted as we expect that the number of shares to be
distributed to shareholders will remain constant.  The Board of Directors will set a dividend ratio
which will result in the issuance of shares to reflect the appropriate
capitalization without regard to the timing of executing the reverse stock
split.

·                  Please expand your disclosure that the Board “intends to implement a
reverse stock split only if and when it believes that it would optimize the
long-term value of our common stock” to clarify how implementing the reverse
stock split will accomplish this intent.

Response:

We acknowledge the
Staff’s comment and will include the following additional disclosure in our
amended filing in the section titled “Proposal Number One”.  The

italicized text reflects
the additional disclosure and is incorporated into our prior responses from
January 23, 2007:

Because of
possible price and volume volatility in Tyco equity securities at or near the
time the Company executes the separation transaction, the proposal seeks
authority for the Board of Directors that allows the Board of Directors to
implement the reverse stock split at a time during which trading activity in
Tyco common stock appears to be stable and orderly.  Absent unusual market conditions in Tyco
common stock, the Board of Directors is likely to implement the reverse stock
split at or near the time of separation.
The Board of Directors believes that implementing
the reverse stock split is likely to bring the market price and trading ranges
for Tyco common stock in line with the market prices and trading ranges for
peer group manufacturing and industrial companies and promote the long-term
value of our common stock.
However, the results of the shareholder vote on this proposal will not
effect the Board of Directors decision to complete the separation
transaction.  In addition, if the planned
separation transaction does not occur, the Board of Directors is not likely to
implement the reverse stock split.

·                  We note the last sentence of the proposed revision in your response to
prior comment 5 indicates that you may complete the reverse split if you do not
complete the separation.  Given that the
disclosed reasons for the split appear to be based on the effect of the
separation, please explain the factors the Board will consider in determining
whether to implement the reverse stock split if the separation has not occurred
by September 28, 2007.

Response:

We acknowledge the
Staff’s comment and will include the following additional disclosure in our
amended filing in the section titled “Proposal Number One”. The italicized text
reflects the additional disclosure and is incorporated into our prior responses
from January 23, 2007:

Because of
possible price and volume volatility in Tyco equity securities at or near the
time the Company executes the separation transaction, the proposal seeks
authority for the Board of Directors that allows the Board of Directors to
implement the reverse stock split at a time during which trading activity in
Tyco common stock appears to be stable and orderly.  Absent unusual market conditions in Tyco
common stock, the Board of Directors is likely to implement the reverse stock
split at or near the time of separation.
However, the results of the shareholder vote on this proposal will not
effect the Board of Directors decision to complete the separation
transaction.  In addition, if the planned
separation transaction does not occur, the Board of Directors is not likely to
implement the reverse stock split.  In such circumstance, the Board of Directors, in determining whether to
implement the reverse stock split, will consider the current trading range and
market price for Tyco common stock in comparison to the market prices and
trading ranges for peer group manufacturing and industrial companies.

Should you have
additional questions, or wish to discuss this matter further, please contact me
at your earliest convenience.

Best regards,

John S. Jenkins, Jr.

Vice President &
Corporate Secretary

cc:  Brian Lane
(w/enc.)

Enclosures

Mail Stop 6010

 January 26, 2007

Tyco International Ltd.
c/o John S. Jenkins, Jr.
Vice President and Corporate Secretary
Tyco International (US), Inc.
9 Roszel Road
Princeton, New Jersey  08540

Re: Tyco International Ltd.
 Correspondence regarding Preliminary Proxy Statement
 on Schedule 14A
Submitted on January 23, 2007
 File No. 001-13836

Dear Mr. Jenkins:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note the letters from the Chairman  and Chief Executive Officer which are
attached to your correspondence dated January 23, 2007 as Exhibit A.  Please ensure that you file those materials.

Tyco International Ltd.
January 26, 2007
Page 2
Proposal Number One

2. Regarding your proposed revisions in response to prior comments 4 and 5:
• We note your reference to the Board’s consideration of the market price of
Tyco’s common stock after the separation.  If the Board also considered the
effect of the reverse split on the market price of the securiti es of the entities
that will have publicly traded stock af ter the separation, please discuss that
analysis.
• Please clarify whether you intend to comp lete the split before or after the
separation.  If you may complete the split after the separation, please (1) explain the effect on the market pri ce of the securities of the entities that
will have publicly traded stock after the separation and (2) describe how you will determine whether to complete the split before or after the separation.
• Please expand your disclosure that the Bo ard "intends to implement a reverse
stock split only if and when it believes that it would optimize the long-term value of our common stock" to clarif y how implementing the reverse stock
split will accomplish this intent.
• We note the last sentence of the propos ed revision in your response to prior
comment 5 indicates that you may comp lete the reverse split if you do not
complete the separation.  Given that th e disclosed reasons fo r the split appear
to be based on the effect of the separation, please explain the factors the Board will consider in determining whether to  implement the reverse stock split if
the separation has not occurred by September 28, 2007.

* * * * *

As appropriate, please revise your pr oxy statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

You may contact Tim Buchmiller at ( 202) 551-3635 or me at (202) 551-3617
with any other questions.

 Sincerely,

 Russell Mancuso
 Branch Chief

CORRESP
1
filename1.htm

January 23, 2007

Mr. Russell Mancuso

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Mail Stop 6010

Re:          Tyco International Ltd. Preliminary
Proxy Statement — File No. 011-13836

On behalf of Tyco
International Ltd. (the “Company” or “Tyco”), we submit this letter in response
to the written comments (the “Comment Letter”) from the Staff of the Securities
and Exchange Commission (the “Staff”) to the Company of January 19, 2007
concerning the Company’s Preliminary Proxy Statement on Schedule 14A originally
filed on January 12, 2007 (the “Proxy Statement”).  The numbered paragraphs below restate the
numbered paragraphs in the Comment Letter, and the discussion set out below
each such paragraph is the Company’s response to the Staff’s comments.

1.  We note that on January
19, 2007, you filed a definitive proxy statement relating to matters that the
shareholders will consider on the same date and at the same location that
shareholders will consider the matters that are the subject of this preliminary
proxy statement.  We also note that both
sets of proxy materials refer to the same record date.  Please:

·                  Provide us with your analysis as to whether the two Schedule 14As that
you have filed can appropriately be considered to relate to separate meetings
under the laws of the jurisdiction in which you are incorporated and under
Exchange Act Rule 14a-6; cite with specificity all authority on which you rely;

Response:

As a Bermuda
Chartered Company, Tyco is governed by the Bermuda Companies Act of 1981 (as
amended) (the “Companies Act”).  §71(1)
provides “[a] meeting of members of a company shall be convened at least once
in every calendar year; this meeting shall be referred to as the annual general
meeting.”  In addition §71(2) provides “[t]he
directors may, whenever they think fit, convene a general meeting; all meetings
other than annual general meetings shall be called special general meetings.”  In addition, Article 18 of the Company’s
Amended and Restated Bye-Laws provides “[s]pecial general meetings of
shareholders, for any purpose or purposes, may be called by the Board of
Directors” … and “[a]t a special general meeting of the shareholders, only such

business shall be
conducted as shall be specified in the notice of the meeting (or any supplement
thereto) given by of at the direction of the Board of Directors.”  Accordingly, both the Companies Act and the
Company’s Amended and Restated Bye-Laws provide the authority for convening
both the annual general meeting of shareholders and the special general meeting
of shareholders to consider such business as may be properly brought before the
meeting.  In addition, we know of no rule
or decision, including Exchange Act Rule 14a-6, which would prohibit or otherwise
limit the Company’s ability to hold two separate shareholder meetings on the
same day.

·                  Tell us whether you are sending separate proxy statements and proxy
cards for the matters addressed in the separate Schedule 14As;

Response:

The Company will distribute
separate proxy statements and proxy cards to shareholders for the matters
addressed in the separate proxy statements on Schedule 14A.

·                  Tell us whether the proxy materials in the separate Schedule 14As will
be sent to shareholders in different envelopes.
If you are using different envelopes, please tell us how you have
ensured that both record holders and beneficial owners of your stock will
receive the separate proxy material in separate envelopes; and

Response:

We are mailing
proxy materials for each meeting in separate envelopes.  For beneficial owners, the materials for the
annual general meeting will be mailed in a blue shrink wrapped envelope that
contains the annual meeting’s proxy statement and proxy card, along with the
Company’s annual report on Form 10-K and report to shareholders.  The materials for the special general meeting
will be mailed in a white paper envelope that contains only the special meeting’s
proxy statement and proxy card.  Custom
printing of the face of the white envelope states “Tyco Special Meeting
Materials Enclosed”.  For record owners,
the materials for the annual general meeting will be mailed in a white envelope
that contains the annual meeting’s proxy statement and proxy card, along with
the Company’s annual report on Form 10-K and report to shareholders.  Custom printing on the face of the white
envelope states “IMPORTANT: Annual General Meeting Material Enclosed”.  The materials for the special general meeting
will be mailed in a white paper envelope that contains only the special meeting’s
proxy statement and proxy card.  Custom
printing of the face of the white envelope states “IMPORTANT: Special General
Meeting Material Enclosed”.  Each
beneficial owner and each record owner will receive both mailings directly from
the print vendor or transfer agent.

·                  Tell us how you have ensured that any use of separate proxy material
will not be misleading to shareholders.

 2

Response:

In addition to the
distinguishing features discussed above, each meeting’s proxy cards are color
coded.  The annual general meeting proxy
card is white and the special general meeting proxy card is blue.  Each mailing will contain a letter from the
Chairman and Chief Executive Officer that notifies shareholders that the
mailing contains the respective annual meeting or special meeting proxy
statement and proxy card, advises shareholders that the mailing contains a
corresponding white or blue proxy card for either the annual general meeting or
the special general meeting and tells shareholders that they will be receiving
a second mailing with the proxy statement and proxy card.  Each letter from the Chairman and Chief
Executive Officer states “[s]hareholders must vote both
the White and Blue proxy cards in order to cast their votes at both the Annual
General Meeting and the Special General Meeting.” (emphasis in original).  Copies of the shareholder correspondence are
attached for your review as Exhibit A.

·                  Also, please disclose:

The existence of the separate meetings on the same
date;

The reasons for having separate meetings;

The existence of a separate proxy statement and
proxy card addressing other issues that shareholders will consider on the same
date;

The need for shareholders to return separate proxy
cards to vote on all issues that you are submitting to shareholders on the same
date; and

Whether shareholders can return the separate proxy
card in one envelope.

Response:

We acknowledge the
Staff’s comment and will include the following additional disclosure in our
amended filing in the section titled “Question and Answers about Voting Your
Common Shares:

Q:  Is another separate meeting of shareholders
taking place on March 8, 2007?

A:  Yes.
The Company’s Annual General Meeting of Shareholders takes place on
March 8, 2007, starting at 9:00 a.m., Atlantic Time, at the Fairmont Hamilton
Princess Hotel.  The Special General
Meeting to consider the proposal in this proxy statement will begin at 10:30
a.m., following the conclusion of the Annual General Meeting of Shareholders.

Q:  Why are you having a separate meeting to
consider this proposal?

A:  The Board of Directors determined holding a
separate Special General Meeting was appropriate to consider the proposal to
authorize a reverse stock split and consequential

 3

amendment to the Company’s
Bye-Laws.  By convening a Special General
Meeting upon the conclusion of the Annual General Meeting, shareholders will be
able to focus their discussion of the proposal in a forum that is dedicated to
considering this proposal, without the interruption of other business of the
Annual General Meeting.

Q:  Is there a separate proxy statement and proxy
card that addresses issues the shareholders will consider at the Annual General
Meeting of Shareholders?

A:  Yes.
You should have already received a mailing containing a copy of the
proxy statement and proxy card, along with the Company’s annual report on Form
10-K, which contains the proposals for shareholder consideration at the Annual
General Meeting .

Q:  Do I have to return both the white proxy card
for the Annual General Meeting and the blue proxy card for the Special General
Meeting in order for my shares to be voted at both meetings?

A:  Yes.
Shareholders must vote both the white proxy
card for the Annual General Meeting, along with the blue
proxy card accompanying the Special General Meeting proxy statement in order to
cast their votes at both the Annual General Meeting and the Special General
Meeting

Q:  Can I mail both proxy cards back in the same
envelope?

A:  Yes, but for ease of administering the vote
tally, we ask that you return each proxy card in the envelope supplied with the
respective Annual General Meeting proxy statement or Special General Meeting
proxy statement.

2.               Please tell us why your proxy statement does not include the
information required by Item 403 of Regulation S-K.  Refer to Item 6(d) of Schedule 14A.

Response:

We acknowledge the
Staff’s comment and will include the following information required by Item 403
of Regulation S-K in our amended filing:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following
table sets forth the number of shares of common stock beneficially owned as of
October 2, 2006, by each current director, nominee for director, executive
officer named in the Summary Compensation Table under “Executive Officer
Compensation” below and the directors and executive officers of the Company as
a group.

 4

  Beneficial Owner

  Title

  Number of Common

  Shares Beneficially

  Owned (1)

  Dennis C. Blair

  Director

  38,951

  (3)(4)

  Edward D. Breen

  Chairman
  and Chief Executive Officer

  8,995,995

  (2)(3)(4)

  Christopher J. Coughlin

  Executive
  Vice President and Chief Financial Officer

  351,668

  (2)(4)

  Brian Duperreault

  Director

  16,978

  (3)

  Bruce S. Gordon

  Director

  40,951

  (3)(4)

  Juergen W. Gromer

  President
  — Tyco Electronics

  2,768,397

  (2)(4)

  Rajiv L. Gupta

  Director

  14,815

  (3)(5)

  John A. Krol

  Lead
  Director

  52,861

  (3)(4)

  Thomas J. Lynch

  Chief
  Executive Officer — Tyco Electronics

  572,834

  (2)(4)

  William B. Lytton

  Executive
  Vice President and General Counsel

  1,238,621

  (2)(3)(4)

  H. Carl McCall

  Director

  38,951

  (3)(4)

  Mackey J. McDonald

  Director

  40,451

  (3)(4)

  Brendan R. O’Neill

  Director

  38,951

  (3)(4)

  William S. Stavropoulos

  Nominee
  for Director

  Sandra S. Wijnberg

  Director

  38,951

  (3)(4)

  Jerome B. York

  Director

  73,951

  (3)(4)

  All current directors and executive officers as a group (24 persons)

  21,286,663

  (6)

(1)           The
number shown reflects the number of common shares owned beneficially as of
October 2, 2006, based on information furnished by the persons named, public
filings and Tyco’s records.  A person is
deemed to be a beneficial owner of common shares if he or she, either alone or
with others, has the power to vote or to dispose of those common shares.  Except as otherwise indicated below and
subject to applicable community property laws, each owner has sole voting and
sole investment authority with respect to the shares listed.  To the extent indicated in the notes below,
common shares beneficially owned by a person include common shares of which the
person has the right to acquire beneficial ownership within 60 days after
October 2, 2006.  All amounts shown are
1.01% of the outstanding common shares.
There were 2,097,015,887 Tyco common shares outstanding as of October 2,
2006.

(2)             Includes
shares of restricted common stock as follows:
Mr. Breen, 620,000; Mr. Coughlin, 215,000; Mr. Lynch, 223,000; and
Mr. Lytton, 164,000.  Also includes
184,000 restricted stock units held by Dr. Gromer.

(3)             Includes
vested DSUs as follows:  Admiral Blair,
18,951; Mr. Breen, 1,191,585; Mr. Duperreault, 15,092; Mr. Gordon,
18,951; Mr. Gupta, 10,815; Mr. Krol, 18,951; Mr. Lytton, 154,620;
Mr. McCall, 18,951; Mr. McDonald, 18,951; Dr. O’Neill, 18,951;
Ms. Wijnberg, 18,951; and Mr. York, 18,951.  Distribution of the DSUs will occur upon
(i) the termination of the individual from the Company or the Company’s
Board of Directors (other than for cause) or (ii) a change in control of
the Company.  Upon such termination or
change in control, as the case may be, the Company will issue the number of
Tyco common shares equal to the aggregate number of vested DSUs credited to the
individual, including DSUs received through the accrual of dividend
equivalents.

(4)             Includes
the maximum number of shares these individuals can acquire beneficial ownership
upon the exercise of stock options that are currently vested or will vest
before December 1, 2006 as follows:

 5

Admiral Blair, 20,000; Mr. Breen, 7,150,000;
Mr. Coughlin, 116,668; Mr. Gordon, 20,000; Dr. Gromer, 2,365,309;
Mr. Krol, 24,110; Mr. Lynch, 343,334; Mr. Lytton, 915,001; Mr. McCall,
20,000; Mr. McDonald, 20,000; Dr. O’Neill, 20,000; Ms. Wijnberg,
20,000; and Mr. York, 20,000.

(5)             Includes
4,000 shares owned by Mr. Gupta’s spouse.

(6)             Includes
9,700 shares held indirectly as to which voting and/or investment power is
shared with or controlled by another person and as to which voting beneficial
ownership is not disclaimed.

The following
table sets forth the information indicated for persons or groups known to the
Company to be beneficial owners of more than 5% of the outstanding common
shares.

  Name and Address of Beneficial Owner

  Number of Common Shares Beneficially Owned

  Percentage of Common Stock

  Outstanding on

  September 29, 2006

  Davis Selected Advisers
  LP (1)

  2949 East Elvira Road,

  Suite 101
Tucson, Arizona 85706

  123,511,482

  5.89%

  Capital Research and Management Company (2)

  333 South Hope Street

  Los Angeles, CA 90071

  209,517,980

  10.3%

(1)    The amount shown for the number of common
shares over which Davis Selected Advisers LP (“Davis”) exercised investment
discretion and the following information was provided by Davis pursuant to a
Form 13F dated November 30, 2006, for the quarter ended September 30,
2006.  Separately, Davis reported the
number of common shares beneficially owned as of December 31, 2005, on its
Schedule 13G/A dated February 15, 2006, as 5,793,774 representing 5.06% of the
Company’s common shares outstanding.
Because the number of shares reported on the Schedule 13G/A does not
represent the reported percentage of ownership in the Company’s common stock,
the company has applied Regulation S-K Item 403, Instruction 3, in determining
the number of common shares beneficially owned.

(2)  The amount shown for the number of common
shares beneficially owned and the following information was provided by Capital
Research and Management Company pursuant to a Schedule 13G/A dated February 10,
2006, indicating beneficial ownership as of January 31, 2006.  Capital Research and Management Company is an
investment advisor registered under Section 203 of the Investment Advisor
Act of 1940 and has indicated that it has sole dispositive power with respect
to the 209,517,980 common shares as a result of acting as an investment advisor
to various investment companies.  The
amount indicated includes 3,908,480 common shares resulting from the assumed
conversion of $85,000,000 principal amount of the Tyco International Group S.A.
3.125% Series B Senior Convertible Debentures due 2023 held by Capital Research
and Management Company.

3.               We note your disclosure that “[t]he Board of Directors believes that it
is in the best interests of Tyco and [its] shareholders to reduce the number of
issu

Mail Stop 6010

 January 19, 2007

Tyco International Ltd.
c/o John S. Jenkins, Jr.
Vice President and Corporate Secretary
Tyco International (US), Inc.
9 Roszel Road
Princeton, New Jersey  08540

Re: Tyco International Ltd.
 Preliminary Proxy Statement on Schedule 14A
Filed January 12, 2007
 File No. 001-13836

Dear Mr. Jenkins:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that on January 19, 2007 you filed a definitive proxy statement relating
to matters that shareholders will cons ider on the same date and at the same
location that shareholders will consider th e matters that are the subject of this
preliminary proxy statement.  We also not e that both sets of proxy material refer
to the same record date.  Please:
• provide us with your analysis as to  whether the two Sc hedule 14As that you
have filed can appropriately be considered  to relate to separate meetings under

Tyco International Ltd.
January 19, 2007
Page 2
the laws of the jurisdiction in which you are incorporated and under Exchange
Act Rule 14a-6; cite with specifi city all authority on which you rely;
• tell us whether you are sending separate  proxy statements and proxy cards for
the matters addressed in the separate Schedule 14As;
• tell us whether the proxy material in th e separate Schedule 14As will be sent
to shareholders in different envelopes.   If you are using different envelopes,
please tell us how you have ensured that  both record holders and beneficial
owners of your stock will receive the separate proxy material in separate
envelopes; and
• tell us how you have ensured that any use of separate proxy material will not
be misleading to shareholders.

Also, please disclose:
• the existence of the separate meetings on the same date;
• the reasons for having separate meetings;
• the existence of a separate proxy st atement and proxy card addressing other
issues that shareholders will consider on the same date;
• the need for shareholders to return sepa rate proxy cards to vote on all issues
that you are submitting to shareholders on the same date; and
• whether shareholders can return the se parate proxy cards in one envelope.

2. Please tell us why your proxy statement doe s not include the information required
by Item 403 of Regulation S-K.  Refer to Item 6(d) of Schedule 14A.

Proposal Number One, page 5

3. We note your disclosure that "[t]he Board of Directors believes  that it is in the
best interests of Tyco and [its] sharehol ders to reduce the number of issued and
outstanding shares through a reverse stoc k split executed in connection with the
Company's previously announced plan to se parate into three public companies."
Since it does not appear that your sharehol ders will have a separate opportunity to
vote on the anticipated separation, it is unclear why you did not include in this proxy statement all disclosure that Schedule 14A requires regarding the separation.  Refer to Note A to Schedul e 14A.  Please provide us with your
analysis to support your conclusion regarding why such disclosure is not required; cite with specificity all authority on which you rely.

4. Please expand your disclosure to include the reasons why the board of directors
believes that it is in the best interests of  Tyco and its shareholders to reduce the
number of issued and outstanding shares through a reverse stock split to be

Tyco International Ltd.
January 19, 2007
Page 3
executed in connection with the plan to separate into three public companies.  Include in your disclosure  how the board determined the size of the split to
implement in connection with the separation.  Ensure that your disclosure presents
a balanced analysis of the material positive and negative considerations of the proposed action.

5. We note your disclosure that the board of directors "intends to implement a
reverse stock split only if and when it believes that it would optimize the long-term value of our common stock and woul d have the least impact on their short-
term value."  Please clarify what you mean by this statement, and discuss the factors that your board of directors w ill consider when actually determining
whether to implement the reverse stock sp lit.  Please indicate whether there are
any circumstances under which the board of directors would (1) implement the reverse stock split if it no longer intends  to separate Tyco into three public
companies, or (2) complete the separation without implementing the reverse split.
Clarify the length of time planned be tween the separation and the split.

6. In the first paragraph you disclose that the board must implement any split before September 28, 2007.  In the fourth paragraph you disclose that the board must implement any split before June 1, 2007.  Please reconcile.

* * * * *

As appropriate, please revise your pr oxy statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company 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 the filing; and

Tyco International Ltd.
January 19, 2007
Page 4
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Tim Buchmiller at ( 202) 551-3635 or me at (202) 551-3617
with any other questions.

 Sincerely,

 Russell Mancuso
 Branch Chief

CORRESP
1
filename1.htm

[LETTERHEAD OF TYCO INTERNATIONAL LTD.]

January 12,
2007

Via EDGAR Submission

Securities
and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:Tyco Internatonal Ltd.

SEC File No. 001-13836

Ladies
and Gentlemen:

        On
behalf of Tyco International Ltd., a Bermuda corporation (the "Company"), pursuant to Rule 14a-6(d) of the Securities Exchange Act of 1934, as amended,
please be advised that the Company filed with the Securities and Exchange Commission at the close of business on January 12, 2007, the Company's Preliminary Proxy Statement on
Schedule 14A in connection with the Company's Special General Meeting of stockholders to be held on March 8, 2007. The Company intends to print definitive copies of the Proxy Statement
on or about January 22, 2007, and file the definitive Proxy Statement with the Securities and Exchange Commission on or about January 22, 2007.

        Please
direct any questions or comments regarding this filing to the undersigned at 609-720-4329

Best
Regards,

/s/ John S. Jenkins, Jr.

John S. Jenkins, Jr.

Mail Stop 6010
August 22, 2006

Mr. Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
Tyco International Ltd.
9 Roszel Road
Princeton, New Jersey 08540

 Re: Tyco International Ltd.
  Form 10-K for the fiscal year ended September 30, 2005
  Filed December 9, 2005
  File No. 001-13836

Dear Mr. Coughlin:

 We have completed our review of your Fo rm 10-K and related materials and do not, at
this time, have any further comments.

         S i n c e r e l y ,

        M a r t i n  F .  J a m e s
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

  Tyco International Ltd.

  Second Floor

  90 Pitts Bay Road

  Pembroke, HMO8, Bermuda

  Tele: 441 292 8674

August 15, 2006

Mr. Martin James

Senior Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 6010

Washington, D.C.  20549

  RE:

  Tyco International Ltd.

  Form 10-K for the fiscal year ended September 30,
  2005

  Filed December 9, 2005

  Form 10-Q for the quarter ended March 31, 2006

  File No. 001-13336

  Dear Mr. James:

This letter contains responses to the Staff’s letter
dated July 31, 2006 to Tyco International Ltd. (the “Company”), which sets
forth the Staff’s comments regarding the above referenced documents.

In connection with these responses to the Staff, we
acknowledge the following:

  ·

  The Company is responsible for the adequacy and
  accuracy of the disclosure in the filings;

  ·

  Staff comments or changes to disclosures in response
  to Staff comments do not foreclose the Commission from taking any action with
  respect to the filings; and

  ·

  The Company may not assert Staff comments as a
  defense in any proceedings initiated by the Commission or any person under
  the federal securities laws of the United States.

For ease of reference, we have repeated the Staff’s
comments in bold text preceding each of our responses.  For the convenience of the Staff, a copy of
this letter has also been provided to Kate Tillan.  Should you have any questions concerning the
accompanying materials, please contact C. A. (John) Davidson, Controller and
Chief Accounting Officer at 609-720-4638.

Very truly yours,

/s/ Christopher J. Coughlin

Christopher J. Coughlin

Executive Vice President and Chief Financial Officer

Mr. Martin James

August 15, 2006

Copies to:

  Tyco International Ltd.

  William Lytton, Executive Vice President and General
  Counsel

  Carol A. Davidson, Senior Vice President, Controller
  and Chief Accounting Officer

  John Jenkins, Vice President and Corporate Secretary

  Nancy Merola, Vice President and Assistant
  Controller

  Sam Eldessouky, Director Technical Accounting
  Research

  Gregory Barksdale, Corporate Securities Counsel

  Deloitte & Touche LLP

  James R. Flaherty, Deloitte & Touche Partner

  Michael Titta, Deloitte & Touche Partner

 2

Tyco International Ltd.

Form 10-K for the Fiscal
Year Ended September 30, 2005

Item
9A. Controls and Procedures, page 64

1.                We
note your disclosure that management concluded that your disclosure controls
and procedures are effective to provide reasonable assurance “that information
required to be disclosed in [y]our Exchange Act reports is recorded, processed,
summarized and reported as and when required.”
The language that is currently included after the word “effective” in
your disclosure appears to be superfluous, since the meaning of “disclosure
controls and procedures” is established by Rule 13a-15(e) of the Exchange
Act.  However, if you do not wish to
eliminate this language, please revise future filings so that the language that
appears after the word “effective” is substantially similar in all material
respects to the language that appears in the entire two-sentence definition of “disclosure
controls and procedures” set forth in Rule 13a-15(e).

The Company has
considered the Staff’s comment and deleted the superfluous language in our June
30, 2006 Quarterly Report on Form 10-Q.
Our future filings will also reflect the updated language.

2.                With
respect to your reference to reasonable assurance, please note that you may
also state clearly, if true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their
objectives and that your principal executive officer and principal financial
officer concluded that your disclosure controls and procedures are effective at
that reasonable assurance level.  In the
alternative, remove the reference in future filings to the level of assurance
of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management’s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure in Exchange
Act Periodic Reports, SEC Release No. 33-8238, available on our website at: http://www.sec.gov/rules/final/33-8238.htm.

The Company has considered the Staff’s comment, and in
our June 30, 2006 Quarterly Report on Form 10-Q, we have revised our disclosure
to state that our disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives.  We have removed other references as to the
level of assurance of our disclosure controls and procedures.  Our future filings will also reflect the
updated language.

Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 34

Contractual Obligations, page 54

3.                In
the future filings please include a column reflecting the total amount of each
type of contractual obligation.  Please
also include in the table in future filings your other long-term liabilities
reflected on your balance sheet under U.S. GAAP.  Please refer to Item 303(a)(5) of Regulation
S-K.

The Company has considered the Staff’s comment, and in
our 2006 Annual Report on Form 10-K, we will include a column reflecting the
total amount of each type of contractual obligation and include other long-term
liabilities as applicable in the contractual obligations table.

 3

Consolidated Financial Statements, page 75

Note 4. Discontinued Operations and Divestitures,
page 99

4.                On
page 99 you disclose that you “determined that the book value of the A&E
Products reporting unit was in excess of its estimated fair value which
resulted in a goodwill impairment charge of $162 million.”  Based upon this disclosure and the discussion
of your goodwill impairment evaluation accounting policy on pages 89 and 49, it
is not clear whether you calculate the amount of the goodwill impairment charge
based upon the implied fair value of the goodwill.  That is, your disclosure only appears to
refer to the first part of the impairment test which compares the fair value of
a reporting unit with its carrying amount, including goodwill.  Please respond to the following:

·                     Tell us how you determined the amount of any goodwill impairment charge
included in your financial statements for each of the years in the three year
period ended September 30, 2005 and for the six months ended March 31, 2006.
That is, tell us how you determined the implied fair value of the goodwill and
whether the amount of the impairment represents the excess of the carrying
amount of that goodwill over its implied fair value. Please see paragraphs 20 –
21 of SFAS 142.

When testing for goodwill
impairment, the Company follows the guidance prescribed in SFAS 142 paragraphs
19-25.  First, the Company performs a
step I goodwill impairment test to identify a potential impairment.  In doing so, the Company compares the fair
value of a reporting unit with its carrying amount using the guidance in
paragraph 19 of SFAS 142.   If the fair
value of a reporting unit exceeds its carrying amount, goodwill of the
reporting unit is not impaired and a second step impairment test is not
necessary.  If the carrying amount of a
reporting unit exceeds its fair value, a step II goodwill impairment test is
performed in accordance with paragraphs 20-21 of  SFAS 142 to measure the amount of impairment
loss.

In the step II goodwill
impairment test, the Company compares the implied fair value of reporting unit
goodwill with the carrying amount of that goodwill.  If the carrying amount of reporting unit
goodwill exceeds the implied fair value of that goodwill, an impairment loss is
recognized in an amount equal to that excess.

The implied fair value of
goodwill is determined in the same manner that the amount of goodwill
recognized in a business combination is determined.  The Company allocates the fair value of a
reporting unit to all of the assets and liabilities of that unit, including
intangible assets, as if the reporting unit had been acquired in a business
combination and the fair value of the reporting unit was the price paid to
acquire the reporting unit.  Any excess
of the fair value of a reporting unit over the amounts assigned to its assets
and liabilities is the implied fair value of goodwill.

As disclosed in Note 12
in our 2005 Annual Report on Form 10-K, in 2003, Power Systems, Electrical
Contracting Services and the Printed Circuit Group failed a step I goodwill
test which identified a potential impairment.
As a result, the Company then performed a step II goodwill impairment
test to measure the amount of impairment loss, if any.  Goodwill was determined to be impaired and an
aggregate impairment charge of $278 million was recorded for Power Systems,
Electrical Contracting Services and the Printed Circuit Group.

 4

As disclosed in Note 4 in
our 2005 Annual Report on Form 10-K, in 2005, as a result of consideration for
potential sale and deteriorating operating results in the A & E Products
business, the Company performed an interim assessment of the recoverability of
both goodwill and long-lived assets of its Plastics and Adhesives segment
(which includes the A & E Products business).   The A & E Products business failed a
step I goodwill test which identified a potential impairment.  As a result, the Company then performed a step
II goodwill impairment test to measure the amount of impairment loss.  Goodwill was determined to be impaired and an
aggregate impairment charge of $162 million was recorded for A & E
Products.  During the fourth quarter of
2005, the A & E Products business, along with the rest of the Plastics and
Adhesives segment, met both the held for sale and discontinued operations
criteria as provided by SFAS 144 and was reclassified as a discontinued
operation.

·                  In
light of the fact that goodwill represents approximately 39% of your total
assets as of September 30, 2005, please expand your accounting policy in future
filings to explain how you test goodwill for impairment and how you determine
the amount of any impairment charge recorded.
Please refer to paragraphs 19 - 21 of SFAS 142.

The Company has
considered the Staff’s comment, and in our 2006 Annual Report on Form 10-K, we
will expand our accounting policy disclosure to more thoroughly describe how we
test goodwill for impairment and determine the amount of any impairment charge.

·                  In
future filings please revise your disclosure related to the changes in the
carrying amount of goodwill in Note 12 to show the aggregate amount of goodwill
impairment losses recognized in each period.
Please see paragraph 45(c)(2) of SFAS 142.

The Company has
considered the Staff’s comment and in future filings will include the aggregate amount of goodwill
impairment charges related to continuing operations as a separate line item in
the goodwill roll forward table as presented in Note 12 of our 2005 Annual
Report on Form 10-K.   Goodwill
impairments that were reported in discontinued operations are disclosed and
discussed in the discontinued operations section of Note 4 of our 2005 Annual Report
on Form 10-K

Note 14. Debt, page 113

5.                                     We note that you have $1.2
billion of 2.75% convertible senior debt with a 2008 put option and $750
million of 3.125% convertible senior debt with a 2015 put option.  Additionally, you disclose that in 2005 you
repurchased $1.2 billion of 2.75% convertible debt for $1.8 billion and $750
million of 3.125% convertible debt for $1.1 billion, resulting in a $1.0
billion loss on the extinguishment of the debt. Please respond to the
following:

·                  Please
tell us and disclose in future filings the significant terms of the convertible
debt including conversion, put and call features.  See paragraph 4 of SFAS 129.

The Company has
considered the Staff’s comment, and in our June 30, 2006 Quarterly Report on Form 10-Q, we included a
description of the significant terms of the convertible debt that was
outstanding at June 30, 2006.  Our future
filings will also include a description of the significant terms of the
outstanding convertible debt.

 5

A description of the significant terms of our convertible debt that was
outstanding as of September 30, 2005 follows.

In 2003, Tyco issued $1.5 billion 3.125% convertible senior debentures
due 2023 with a 2015 put option.  Holders
of Tyco’s 3.125% convertible senior debentures may convert each $1,000
principal amount of the debentures into 45.9821 Tyco common shares prior to the
stated maturity date at a rate of $21.7476 per share.  Additionally, under the put option holders of
the 3.125% convertible senior debentures may require Tyco International Group
S.A. (“TIGSA”), a wholly-owned subsidiary of the Company that holds public debt
securities that are fully and unconditionally guaranteed by Tyco, to purchase
all or a portion of their debentures on January 15, 2015.  If the option is exercised, TIGSA is required
to repurchase the debentures at par plus accrued interest, and may elect to
repurchase the securities for cash, Tyco common shares, or some combination
thereof.  The 3.125% convertible senior
debentures are redeemable by the Company for cash at any time on or after
January 20, 2008 for an amount equal to the redemption price.

During 2005, the Company repurchased $750 million principal amount of
the 3.125% convertible debentures for $1.147 billion resulting in a $413
million loss on the retirement of debt, including the write-off of unamortized
debt issuance costs, which was reflected in Other expense, net in the
Consolidated Statements of Income.

In 2003, Tyco issued $3.0 billion of 2.75% convertible senior
debentures due 2018 with a 2008 and 2013 put option outstanding.  Holders of Tyco’s 2.75% convertible senior
debentures could convert each $1,000 principal amount of the debentures into
43.8920 Tyco common shares prior to the stated maturity date at a rate of
$22.7832 per share.  Additionally, holders
of the 2.75% convertible senior debentures may require TIGSA to purchase all or
a portion of their debentures on January 15, 2008 and January 15, 2013.  If the option is exercised, TIGSA is required
to repurchase the debentures at par plus accrued interest, and may elect to repurchase
the securities for cash, Tyco common shares, or some combination thereof. The
2.75% convertible senior debentures are redeemable by the Company for cash at
any time on or after January 20, 2006 for an amount equal to the redemption
price.

During 2005, the Company repurchased $1,241 million principal amount of
the 2.75% debentures for $1,823 million resulting in a $600 million loss on the
retirement of debt, including the write-off of unamortized debt issuance costs,
which was reflected in Other expense, net in the Consolidated Statements of
Income.  In 2004, we repurchased $517
million of the 2.75% debentures for $750 million resulting in a $241 million
loss on retirement of debt.

As stated in the notice of redemption and in accordance with the Indenture
under which these convertible debentures were issued, on February 21, 2006
TIGSA gave a notice of redemption to exercise its right to redeem all of its
remaining 2.75% convertible senior debentures at a redemption price of 101.1
percent of the principal amount outstanding plus interest accrued prior to the
redemption date of March 8, 2006.  Prior
to the redemption date, $1.2 billion of the 2.75% convertible senior debentures
were converted into 54.4 million Tyco common shares.  On March 8, 2006, TIGSA redeemed the
remaining $1 million principle amount outstanding with cash.

Additionally, the 3.125% and 2.75% debentures are also redeemable for
par plus accrued interest contingent upon a change in control or a

Mail Stop 6010
July 31, 2006

VIA U.S. MAIL AND FACSIMILE (609.720.4223)

Mr. Christopher J. Coughlin
Executive Vice President and Chief Financial Officer
Tyco International Ltd.
9 Roszel Road
Princeton, New Jersey 08540

 Re: Tyco International Ltd.
  Form 10-K for the fiscal year ended September 30, 2005
  Filed December 9, 2005
  Form 10-Q for the quarter ly period ended March 31, 2006
  File No. 001-13836

Dear Mr. Coughlin:

We have reviewed your filings 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.  Wher e indicated, we think you should revise future
filings in response to these comments.  If you disa gree, we will consider y our explanation as to
why our comment is inapplicable or a revision is  unnecessary.  Please be as  detailed as necessary
in your explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  Afte r reviewing this information, we may or may
not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

Mr. Christopher J. Coughlin
Tyco International Ltd.
July 31, 2006 Page 2
Form 10-K for the Fiscal Year Ended September 30, 2005

Item 9A. Controls and Procedures, page 64

1. We note your disclosure that management c oncluded that your disclosure controls and
procedures are effective to provide reasonabl e assurance "that information required to be
disclosed in [y]our Exchange Act report s is recorded, processed, summarized and
reported as and when required.”  The language that is currently in cluded after the word
"effective" in your disclosure appears to be  superfluous, since the meaning of "disclosure
controls and procedures" is established by Rule 13a-15(e) of the Exchange Act.
However, if you do not wish to eliminate this la nguage, please revise future filings so that
the language that appears after the word "effectiv e" is substantially similar in all material
respects to the language that appears in the entire  two-sentence defini tion of "disclosure
controls and procedures" se t forth in Rule 13a-15(e).

2. With respect to your reference to reasonable assurance, please note that you may also
state clearly, if true, that your disclosure controls and procedures are designed to  provide
reasonable assurance of achieving their object ives and that your principal executive
officer and principal financia l officer concluded that your  disclosure controls and
procedures are effective at that reasonable assu rance level.  In the alternative, remove the
reference in future filings to the level of  assurance of your disclosure controls and
procedures.  Please refer to Section II.F.4 of  Management’s Reports on Internal Control
Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm >.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 34

Contractual Obligations, page 54

3. In future filings please include a column re flecting the total amount  of each type of
contractual obligation.  Please also include in the table in future filings your other long-term liabilities reflected on your balance shee t under U.S. GAAP.  Please refer to Item
303(a)(5) of Regulation S-K.

Mr. Christopher J. Coughlin
Tyco International Ltd.
July 31, 2006 Page 3
Consolidated Financial Statements, page 75

Note 4. Discontinued Operations and Divestitures, page 99

4. On page 99 you disclose that you “determine d that the book value of the A&E Products
reporting unit was in excess of its estimate d fair value which resulted in a goodwill
impairment charge of $162 million.”  Based upon this disclosure and the discussion of your goodwill impairment evaluation accounting policy on pages 89 and 49, it is not clear whether you calculate the amount of the goodwill impairment charge based upon the
implied fair value of the goodwill.  That is, you r disclosure only appears to refer to the
first part of the impairment test which compar es the fair value of a reporting unit with its
carrying amount, including goodwill.  Please respond to the following:

• Tell us how you determined the amount of any goodwill impairment charge included
in your financial statements for each of the years in the three year period ended
September 30, 2005 and for the six months e nded March 31, 2006.  That is, tell us
how you determined the implied fair valu e of the goodwill and whether the amount of
the impairment represents the excess of the carrying amount of that goodwill over its
implied fair value.  Please see paragraphs 20 – 21 of SFAS 142.
• In light of the fact that goodwill represents  approximately 39% of your total assets as
of September 30, 2005, please expand your acco unting policy in future filings to
explain how you test goodwill for impairment and how you determine the amount of any impairment charge recorded.  Please refer to paragraphs 19 – 21 of SFAS 142.
• In future filings please revise your disclosu re related to the changes in the carrying
amount of goodwill in Note 12 to show th e aggregate amount of goodwill impairment
losses recognized in each period.  Please see paragraph 45(c)(2) of SFAS 142.

Note 14. Debt, page 113

5. We note that you have $1.2 billion of 2.75% convertible senior debt with a 2008 put
option and $750 million of 3.125% convertible senior debt with a 2015 put option.  Additionally, you disclose that  in 2005 you repurchased $1.2 billion of 2.75% convertible
debt for $1.8 billion and $750 million of 3.125% convertible debt for $1.1 billion,
resulting in a $1.0 billion loss on the extinguishment of the de bt.  Please respond to the
following:

• Please tell us and disclose in future fili ngs the significant term s of the convertible
debt including conversion, put and call fe atures.  See paragraph 4 of SFAS 129.
• Please tell us about your evaluation of the features of thes e instruments, including the
conversion and put options, to determine wh ether there was any embedded derivative

Mr. Christopher J. Coughlin
Tyco International Ltd.
July 31, 2006 Page 4
that should be bifurcated under SFAS 133 and EITF 00-19.  Please continue this
analysis, as applicable, to address whether there is any benefici al conversion feature
under EITF 98-5 and 00-27.
• Please reconcile your disclosure on page 107 in note 9 with respect to convertible
debt due in 2020, and 2021 with your disclo sure in note 14 which only seems to
reflect convertible debt  due in 2010, 2018 and 2023.

Form 10-Q for the Quarterly Period Ended March 31, 2006

Financial Statement - Note 11. Share Plans, page 21

6. We note on page 23 that the total number of  restricted share grants under the 2004 plan
increased to 13 million at March 31, 2006 from the 5 million at September 30, 2005 disclosed in your 2005 Form 10-K, represen ting a difference of 8 million.  Please
reconcile that amount with th e rollforward schedule on page 26 reflecting grants of 6.2
million between October 1, 2005 and March 31, 2006.

7. We note on page 23 that under one employee stock purchase plan, you grant options to
purchase shares at the end of three years of se rvice at 85% of the market price at the time
of grant.  It appears that the number of op tions outstanding under this plan increased by 1
million shares from September 30, 2005.  Pleas e revise future filings to provide the
disclosures required by paragraphs 64-65 a nd A240-242 of SFAS 123R for this plan, or
tell us why you have not provided the additiona l disclosures.  Refer to paragraphs12, 13,
and A240(b)(1) of SFAS 123R.

8. We note that you issued deferred stock units.  Please revise future filings to provide the
disclosures required by paragraphs 64-65 a nd A240-242 of SFAS 123R for this plan, or
tell us why no additional disclosures are required.  For example, see paragraph
A240(b)(2) and (c) of SFAS 123R.

9. Please disclose in future filings, as applicable , the total fair value of  shares vested during
the year.  Please see paragr aph A240(c)(2) of SFAS 123R.

Mr. Christopher J. Coughlin
Tyco International Ltd.
July 31, 2006 Page 5
10. We note that you also issue restricted share awards that vest based upon performance criteria.  As indicated in paragraph A240(f) of SFAS 123R , please revise the note in
future filings to provide separate disclosure for different types of awards to the extent that the differences in the characteristics of the aw ards make separate disclosure important to
an understanding of your share-based compensation.

11. With respect to your deferred stock units, pl ease provide us with a description of the
share-based payment arrangement, including an y substantive terms and conditions of the
awards.  Please explain how you determine th e actual number of shares that will be
distributed to the employee at the end of th e arrangement.  Explain how the notional units
are tied to the value of Tyco common shares  and clarify whether or not payment, at
distribution, may be made in cash.

12. Also relating to your deferred stock units, pl ease tell us how you accounted for, valued
and classified the awards in your financia l statements.  Please  cite the accounting
literature upon which you relied and explain how  that guidance applie s to your facts and
circumstances.

As appropriate, please revise future filings and respond to  these comments within 10
business days or tell us when you will provide us with a response.  Please furnish a letter that
keys your responses to our comments and provide s any requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may ha ve additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure 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 the filing; and

Mr. Christopher J. Coughlin
Tyco International Ltd.
July 31, 2006 Page 6

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Kate Tillan, Assistant Chie f Accountant, at (202)  551-3604 or me at
(202) 551-3671 if you have any questions regarding these comments.

        S i n c e r e l y ,

        M a r t i n  J a m e s
        Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

November 1, 2005

Via Facsimile (404) 527-4198

Thomas Wardell, Esq.
McKenna Long & Aldridge LLP
303 Peachtree Street, Suite 5300
Atlanta, GA 30308
(404) 527-4000

Re:	Tyco International LTD.
	Schedule TO-I filed October 19, 2005
      SEC File No. 005-43685

Dear Mr. Wardell:

      We have the following comments on the above-referenced
filing. Please understand that the purpose of our review process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

Schedule TO-I
Summary Term Sheet, page 1

1. Please revise your characterization of the information in the
summary as "not complete."  The summary term sheet must describe
the most material terms of the proposed transaction.  The summary
term sheet must provide security holders with sufficient information
to understand the essential features and significance of the proposed
transaction.  Please see Item 1 of Schedule TO and Item 1000 of
Regulation M-A.  Such summary may not be characterized as
incomplete.

Closing Comments

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the 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.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.

      Please direct any questions to me at (202) 551-3257 or by
facsimile at (202) 772-9203.

      						Very truly yours,

							Celeste M. Murphy
							Special Counsel
							Office of Mergers
							and Acquisitions

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</DOCUMENT>