TYCO INTERNATIONAL LTD. RESULTS OF SEGMENTS (reconciliation from GAAP to recurring) (in millions, except per share data) (Unaudited) Quarter Ended March 31, 2002 Impairment, Restructuring and Unusual GAAP Charges (1) Pre-charges SEGMENT REVENUES Electronics $2,834.7 $-- $2,834.7 Healthcare and Specialty Products 2,446.8 -- 2,446.8 Fire and Security Services 3,380.0 -- 3,380.0 Tyco Capital 1,338.7 -- 1,338.7 Elimination (5.0) -- (5.0) Corporate (180.6) 180.6 -- Total Revenues $9,814.6 $180.6 $9,995.2 SEGMENT (LOSS) PROFIT Electronics $(2,604.2) $3,027.8 $423.6 Healthcare and Specialty Products 496.4 8.7 505.1 Fire and Security Services 496.2 31.4 527.6 Tyco Capital 247.3 95.0 342.3 Total Segment (Loss) Profit (1,364.3) 3,162.9 1,798.6 Corporate expenses (232.9) 180.6 (52.3) Goodwill amortization expense -- -- -- Interest expense, net (205.8) -- (205.8) (Loss) income before income taxes, minority interest, extraordinary items and cumulative effect of accounting changes (1,803.0) 3,343.5 1,540.5 Income taxes (97.4) (135.2) (232.6) Minority interest (4.3) (4.3) (LOSS) INCOME BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGES $(1,904.7) $3,208.3 $1,303.6 (LOSS) EARNINGS PER COMMON SHARE: BASIC $(0.96) $0.65 DILUTED $(0.96) $0.65 WEIGHTED-AVERAGE COMMON SHARES: BASIC 1,991.5 1,991.5 DILUTED 1,991.5 2,007.8 Quarter Ended March 31, 2001 Impairment, Restructuring Pre- and Unusual charges Charges Pre- (Pro GAAP (3) (2) charges forma)(4) SEGMENT REVENUES Electronics $4,159.9 $-- $4,159.9 $4,159.9 Healthcare and Specialty Products 2,219.9 -- 2,219.9 2,219.9 Fire and Security Services 2,430.0 -- 2,430.0 2,430.0 Tyco Capital -- -- -- -- Elimination -- -- -- -- Corporate (3.9) 3.9 -- -- Total Revenues $8,805.9 $3.9 $8,809.8 $8,809.8 SEGMENT (LOSS) PROFIT Electronics $854.4 $147.9 $1,002.3 $1,002.3 Healthcare and Specialty Products 485.4 8.4 493.8 493.8 Fire and Security Services 382.5 21.8 404.3 404.3 Tyco Capital -- -- -- -- Total Segment (Loss) Profit 1,722.3 178.1 1,900.4 1,900.4 Corporate expenses 121.4 (162.9) (41.5) (41.5) Goodwill amortization expense (128.3) -- (128.3) -- Interest expense, net (227.3) -- (227.3) (227.3) (Loss) income before income taxes, minority interest, extraordinary items and cumulative effect of accounting changes 1,488.1 15.2 1,503.3 1,631.6 Income taxes (366.0) (7.2) (373.2) (384.7) Minority interest (11.7) (11.7) (11.7) (LOSS) INCOME BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGES $1,110.4 $8.0 $1,118.4 $1,235.2 (LOSS) EARNINGS PER COMMON SHARE: BASIC $0.63 $0.64 $0.71 DILUTED $0.63 $0.63 $0.70 WEIGHTED-AVERAGE COMMON SHARES: BASIC 1,748.9 1,748.9 1,748.9 DILUTED 1,773.9 1,773.9 1,773.9 (1) Results for the quarter ended March 31, 2002 include charges of $3,343.5 million ($3,208.3 million after-tax) consisting of the following: impairment charges of $2,412.8 million primarily resulting from a write- down of the TyCom Global Network; restructuring and other unusual charges of $750.1 million, of which $251.3 million is included in cost of revenue and $95.0 million is included in the provision for credit losses, primarily related to our telecommunications and electronics businesses and the exchange fluctuation of the Argentine Peso as it relates to our financial services business; and the write-off of certain investments of $180.6 million. (2) Results for the quarter ended March 31, 2001 include a net charge of $15.2 million ($8.0 million after-tax) consisting of the following: a net restructuring and other unusual credit of $6.4 million, of which a charge of $46.4 million is included in cost of revenue; impairment charges of $17.7 million, primarily related to certain healthcare and electronics businesses; and a realized net loss on investments of $3.9 million. (3) Results for the quarter ended March 31, 2001 have been restated for SAB 101. (4) Pro forma results presented to exclude goodwill amortization expense upon adoption of Statement of Financial Accounting Standards No. 142. TYCO INTERNATIONAL LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (GAAP) (in millions, except per share data) (Unaudited) Tyco Industrial Tyco Capital For the For the Quarters Quarters Ended March 31, Ended March 31, 2002 2001 2002 2001 Revenues Net revenue $8,661.5 $8,809.8 $-- $-- Finance income -- -- 1,106.7 -- Other finance revenue -- -- 232.0 -- Earnings of Tyco Capital 178.8 -- -- -- Loss on investments (180.6) (3.9) -- -- Total revenues 8,659.7 8,805.9 1,338.7 -- Costs and expenses Cost of revenue (1) 5,664.1 5,514.5 -- -- Selling, general, administrative and other costs and expenses 1,844.7 1,611.1 544.4 -- Interest and other financial charges, net 205.8 227.3 352.0 -- Provision for credit losses (2) -- -- 195.0 -- Restructuring and other unusual charges (credits), net 403.8 (52.8) -- -- Charges for the impairment of long- lived assets 2,412.8 17.7 -- -- Total costs and expenses 10,531.2 7,317.8 1,091.4 -- (Loss) income before income taxes, minority interest and extraordinary items (1,871.5) 1,488.1 247.3 -- Income taxes (31.6) (366.0) (65.8) -- Minority interest (1.6) (11.7) (2.7) -- (Loss) income before extraordinary items (1,904.7) 1,110.4 178.8 -- Extraordinary items, net of tax (0.7) (10.3) -- -- Net (loss) income $(1,905.4) $1,100.1 $178.8 $-- Tyco International Ltd. and Consolidated Subsidiaries For the Quarters Ended March 31, 2002 2001 Revenues Net revenue $8,661.5 $8,809.8 Finance income 1,106.7 -- Other finance revenue 227.0 -- Earnings of Tyco Capital -- -- Loss on investments (180.6) (3.9) Total revenues 9,814.6 8,805.9 Costs and expenses Cost of revenue (1) 5,664.1 5,514.5 Selling, general, administrative and other costs and expenses 2,384.1 1,611.1 Interest and other financial charges, net 557.8 227.3 Provision for credit losses (2) 195.0 -- Restructuring and other unusual charges (credits), net 403.8 (52.8) Charges for the impairment of long- lived assets 2,412.8 17.7 Total costs and expenses 11,617.6 7,317.8 (Loss) income before income taxes, minority interest and extraordinary items (1,803.0) 1,488.1 Income taxes (97.4) (366.0) Minority interest (4.3) (11.7) (Loss) income before extraordinary items (1,904.7) 1,110.4 Extraordinary items, net of tax (0.7) (10.3) Net (loss) income $(1,905.4) $1,100.1 Basic (loss) earnings per common share: (Loss) income before extraordinary items $(0.96) $0.63 Extraordinary items, net of tax -- (0.01) Net (loss) income per common share (0.96) 0.63 Diluted (loss) earnings per common share (3): (Loss) income before extraordinary items $(0.96) $0.63 Extraordinary items, net of tax -- (0.01) Net (loss) income per common share (0.96) 0.62 Weighted-average number of common shares outstanding: Basic 1,991.5 1,748.9 Diluted 1,991.5 1,773.9 Consolidating data are shown for Tyco Industrial and Tyco Capital. Tyco Capital includes the results of Tyco's financial services businesses, consisting of CIT Group Inc. ("CIT") and Tyco's non-U.S. financial services businesses, which CIT sold to a subsidiary of Tyco in September 2001 and transferred back in February 2002. Transactions between Tyco Industrial and Tyco Capital have been eliminated in the Financial Statements of Tyco International Ltd. and Consolidated Subsidiaries. (1) Includes inventory related unusual charges of $251.3 million and $46.4 million in the quarters ended March 31, 2002 and 2001, respectively. (2) Includes $95.0 million related to the exchange fluctuation of the Argentine Peso in the quarter ended March 31, 2002. (3) Diluted earnings per common share assumes conversion of ADT LYONS. Accordingly, net interest expense of $0.3 million for the quarters ended March 31, 2002 and 2001 must be added back to (loss) income before extraordinary items for computing diluted earnings per share. TYCO INTERNATIONAL LTD. TYCO INDUSTRIAL - FREE CASH FLOW (in millions) (Unaudited) For the Quarters Ended 3/31/02 3/31/01 3/31/01 (1) (pro forma) Net (loss) income $(1,905.4) $1,100.1 $1,216.9 Earnings retained by Tyco Capital (178.8) -- -- Restructuring and other unusual charges 316.2 32.4 32.4 Charges for the impairment of long- lived assets 2,412.8 17.7 17.7 Write-off of purchased in-process research and development -- -- -- Cumulative effect of accounting changes -- -- -- Net loss (gain) on sale of business and investments 180.6 3.9 3.9 Depreciation 371.9 322.6 322.6 Amortization of goodwill and other intangible assets 134.8 214.1 85.8 Income taxes - deferred and payables (12.6) 0.3 11.8 Cash spent on restructuring and other unusual items (91.1) (44.3) (44.3) Working capital and all other 530.0 (27.8) (27.8) Cash flows from operations 1,758.4 1,619.0 1,619.0 Capital expenditures (418.9) (513.3) (513.3) TyCom Global Network spending (287.8) (439.1) (439.1) Dividends paid (25.3) (22.1) (22.1) FREE CASH FLOW $1,026.4 $644.5 $644.5 TyCom Global Network spending 287.8 439.1 439.1 FREE CASH FLOW - EXCLUDING SPENDING ON TGN $1,314.2 $1,083.6 $1,083.6 For the Six Months Ended 3/31/02 3/31/01 3/31/01 (1) (pro forma) Net (loss) income $(454.4) $1,417.5 $1,648.6 Earnings retained by Tyco Capital (434.2) -- -- Restructuring and other unusual charges 322.0 33.1 33.1 Charges for the impairment of long- lived assets 2,412.8 25.1 25.1 Write-off of purchased in-process research and development -- 184.3 184.3 Cumulative effect of accounting changes -- 683.4 683.4 Net loss (gain) on sale of business and investments 180.6 (406.5) (406.5) Depreciation 731.5 619.1 619.1 Amortization of goodwill and other intangible assets 255.9 404.4 156.0 Income taxes - deferred and payables (43.3) 413.9 431.2 Cash spent on restructuring and other unusual items (182.0) (55.6) (55.6) Working capital and all other (61.3) (785.4) (785.4) Cash flows from operations 2,727.6 2,533.3 2,533.3 Capital expenditures (988.3) (910.6) (910.6) TyCom Global Network spending (878.5) (707.8) (707.8) Dividends paid (49.7) (43.6) (43.6) FREE CASH FLOW $811.1 $871.3 $871.3 TyCom Global Network spending 878.5 707.8 707.8 FREE CASH FLOW - EXCLUDING SPENDING ON TGN $1,689.6 $1,579.1 $1,579.1 (1) Pro forma results presented to exclude goodwill amortization expense upon adoption of Statement of Financial Accounting Standards No. 142. TYCO INTERNATIONAL LTD. Tyco Industrial - Projected Cash Roll Forward- Q2 FY02 to Q2 FY03 ($ MM) (in millions) (Unaudited) FY 2002 FY 2003 Fiscal Quarter Q2 Q3 Q4 Q1 Q2 Est. Act. Est. Est. Est. Est. Beginning Cash Balance $1,866 $1,866 $4,034 $2,884 $2,672 $2,549 Free Cash Flow (1) 1,000 1,026 900 1,289 400 1,200 Acquisitions, incl. Purchase Acctg. Spending (1,500) (1,448) (550) (450) (450) (450) Net Share Repurchases (150) (120) Refinancings (3) 3,250 (2) Expected Divestitures Proceeds Other 64 Net Increase (Decrease) in Debt 2,855 2,646 (1,500) (1,051) (73) (6,218) (2) Ending Cash Balance $4,071 $4,034 $2,884 $2,672 $2,549 $331 (1) Total Free Cash Flow equals $3.0 bn for FY 2002. (Range of $3.0 - $3.5 bn). (2) $2.3 bn of this amount could be satisfied with equity under the terms of the convertible bonds. (3) Timing is for illustrative purposes only. Tyco International Ltd. Condensed Consolidated Balance Sheet (in millions) Preliminary - Subject to Adjustments Tyco Industrial Tyco Capital September September March 31, 30, March 31, 30, 2002 2001 2002 2001 (Unaudited) (Unaudited) ASSETS Cash and cash equivalents $4,034.4 $1,779.2 $2,259.3 $808.0 Receivables, net 6,021.7 6,453.2 847.1 1,146.7 Inventories 5,272.3 5,101.3 -- -- Finance receivables, net -- -- 25,742.8 31,386.5 Construction in progress - TyCom Global Network 705.7 1,643.8 -- -- TyCom Global Network placed in service, net -- 698.6 -- -- Property, plant and equipment (including equipment leased to others), net 10,352.8 9,970.3 6,699.3 6,503.6 Investment in Tyco Capital 11,315.9 10,598.0 -- -- Goodwill, net 27,596.1 23,264.0 6,896.1 6,547.5 Intangible assets, net 5,950.9 5,476.9 19.8 22.0 Other assets 3,788.6 3,616.7 6,579.2 4,573.7 Deferred income taxes 2,662.4 2,420.6 180.2 102.1 Total Assets $77,700.8 $71,022.6 $49,223.8 $51,090.1 LIABILITIES AND SHAREHOLDERS' EQUITY Loans payable and current maturities of long-term debt $6,657.2 $2,023.0 $13,783.6 $17,050.6 Accounts payable 3,367.5 3,692.6 470.8 460.9 Accrued expenses and other current liabilities 6,389.2 7,019.0 3,006.2 3,600.3 Long-term debt 20,719.5 19,596.0 19,951.3 18,647.1 Other long-term liabilities 3,592.6 3,081.9 311.7 395.5 Income taxes 2,012.4 1,845.0 125.7 77.7 Deferred income taxes 1,574.1 1,726.3 -- -- Total Liabilities 44,312.5 38,983.8 37,649.3 40,232.1 Manditorily redeemable preferred securities -- -- 258.6 260.0 Minority interest 56.3 301.4 -- -- Total Shareholders' Equity 33,332.0 31,737.4 11,315.9 10,598.0 Total Liabilities and Shareholders' Equity $77,700.8 $71,022.6 $49,223.8 $51,090.1 Tyco International Ltd. and Consolidated Subsidiaries March 31, September 30, 2002 2001 (Unaudited) ASSETS Cash and cash equivalents $6,293.7 $2,587.2 Receivables, net 6,729.2 7,372.5 Inventories 5,272.3 5,101.3 Finance receivables, net 25,742.8 31,386.5 Construction in progress - TyCom Global Network 705.7 1,643.8 TyCom Global Network placed in service, net -- 698.6 Property, plant and equipment (including equipment leased to others), net 17,052.1 16,473.9 Investment in Tyco Capital -- -- Goodwill, net 34,492.2 29,811.5 Intangible assets, net 5,970.7 5,498.9 Other assets 10,247.8 8,190.4 Deferred income taxes 2,842.6 2,522.7 Total Assets $115,349.1 $111,287.3 LIABILITIES AND SHAREHOLDERS' EQUITY Loans payable and current maturities of long-term debt $20,440.8 $18,873.6 Accounts payable 3,719.0 4,145.9 Accrued expenses and other current liabilities 9,375.1 10,599.5 Long-term debt 40,670.8 38,243.1 Other long-term liabilities 3,904.3 3,477.4 Income taxes 2,138.1 1,922.7 Deferred income taxes 1,574.1 1,726.3 Total Liabilities 81,822.2 78,988.5 Manditorily redeemable preferred securities 258.6 260.0 Minority interest 56.3 301.4 Total Shareholders' Equity 33,212.0 31,737.4 Total Liabilities and Shareholders' Equity $115,349.1 $111,287.3 Consolidating data are shown for Tyco Industrial and Tyco Capital. Tyco Capital includes the results of Tyco's financial services businesses, consisting of CIT Group Inc. ("CIT") and Tyco's non-U.S. financial services businesses, which CIT sold to a subsidiary of Tyco in September 2001 and transferred back in February 2002. Transactions between Tyco Industrial and Tyco Capital have been eliminated in the Financial Statements of Tyco International Ltd. and Consolidated Subsidiaries. TYCO CAPITAL Consolidated Income Statements (in millions) (Unaudited) For the Quarters Ended 3/31/02 3/31/01 Successor (1) Predecessor (2) Finance income $1,106.7 $1,376.8 Other finance revenue 232.0 211.6 Gross revenue 1,338.7 1,588.4 Interest expense 352.0 625.7 Depreciation on operating lease equipment and operating lease expense 310.2 346.4 Net finance margin and other finance revenue 676.5 616.3 Salaries and general operating expenses 234.2 263.5 Provision for credit losses (3) 195.0 68.3 Goodwill amortization -- 22.5 Operating expenses 429.2 354.3 Income before provision for income taxes and minority interest 247.3 262.0 Provision for income taxes (65.8) (99.0) Minority interest in subsidiary trust holding soley debentures of Tyco Capital Corporation, after tax (2.7) (2.9) Net income $178.8 $160.1 (1) Successor represents the results of Tyco's financial services businesses. (2) Predecessor represents CIT Group Inc., formerly known as Tyco Capital Corporation and previously The CIT Group, Inc., prior to its acquisition by Tyco on June 1, 2001. At March 31, At September 30, 2001 2001 Specialty Finance $10,937.4 $12,785.0 Equipment Financing 10,004.3 11,050.8 Capital Financing 5,484.9 5,045.3 Commercial Finance 4,436.7 8,657.1 Structured Finance 3,035.7 3,170.1 Finance receivables previously securitized 14,188.8 10,147.9 TOTAL MANAGED ASSETS $48,087.8 $50,856.2 For the Quarters Ended 03/31/2002 03/31/2001 Average Balances Average Finance Receivables $28,487.3 $33,395.4 Average Earning Assets (AEA) $36,006.6 $41,635.3 Average Managed Assets (AMA) $46,896.5 $51,961.8 Other Revenue 03/31/2002 03/31/2001 Fees and other income $160.8 $106.6 Factoring commissions 37.5 36.7 Gains on securitizations 34.7 37.4 Gains on sales of leasing equipment 4.3 26.0 (Losses) gains on venture capital investments (5.3) 4.9 $232.0 $211.6 Profitability 03/31/2002 03/31/2001 Return on AEA 1.99% 1.54% Return on AMA 1.53% 1.23% Net finance margin as a percentage of AEA 4.94% 3.89% Volume securitized $2,725.9 $1,096.4 Salaries and general operating expenses as a percentage of AMA 2.00% 2.03% At At At March 31, September 30, March 31, 2002 2001 2001 Credit Quality Net credit losses as a percentage of average finance receivables 1.58% 0.87% 0.80% 60+days contractual delinquency as a percentage of finance receivables (2) 3.90% 3.46% 3.25% 60+days managed contractual delinquency as a percentage of managed financial assets (2) 4.09% 3.72% 3.54% Total non-performing assets as a percentage of finance receivables 3.32% 3.04% 2.70% Reserve for credit losses as a percentage of finance receivables 2.11% 1.55% 1.39% Capital and Leverage Tangible shareholder's equity to managed assets 9.22% 8.48% 8.23% Debt (net of overnight deposits) to tangible shareholder's equity 6.85 x 8.20 x 8.41 x (1) Tyco Capital includes the results of Tyco's financial services businesses. (2) March 2002 balances include the past due accounts and securitized receivable balance of the factoring securitization.