TYI Tyco Intl.

RNS Number:6888F
Tyco International Ld
31 December 2002


FOR IMMEDIATE RELEASE


              TYCO FILES 10-K REPORT ON FY 2002 FINANCIAL RESULTS

         - Unqualified Audit Opinion From PricewaterhouseCoopers LLP -

   COMPANY ALSO FILES FORM 8-K REPORT ON REVIEW OF ACCOUNTING AND GOVERNANCE
                                   PRACTICES



Pembroke, Bermuda - December 30, 2002 - Tyco International Ltd. (NYSE - TYC, BSX
- TYC, LSE - TYI) today said that it filed its annual report on Form 10-K
reporting on its financial results for the fiscal year 2002, which ended on
September 30.  The report includes an unqualified audit opinion from
PricewaterhouseCoopers LLP, the Company's independent auditors.  The Company
also filed a Form 8-K report with the Securities and Exchange Commission
regarding the previously announced review and analysis of the Company's
accounting and governance practices and procedures.


In addition, Tyco said that it has recorded pre-tax charges of $382 million in
its fiscal 2002 results.  This reflects audit adjustments for the 2002 fiscal
year as well as corrections of errors in prior years.  Of these charges, $186
million is attributable to the recent modification the Company made to the
connection fee recognized for the ADT dealer program at the time a customer's
system is installed.  This amount covers the impact during the fiscal years
1999-2001.  As a result of the pre-tax charges, the Company's net loss after
taxes for fiscal 2002 increased to $9.4 billion from the $9.1 billion reported
on October 24th.


Summary of Findings of Accounting and Governance Review


The purpose of the accounting and corporate governance review was to review
Tyco's 1999-2002 reported revenues, profits, cash flow, internal auditing and
control procedures, accounting for major acquisitions and reserves, the use of
non-recurring charges, the personal use of corporate assets, the use of
corporate funds to pay personal expenses, employee loan and loan forgiveness
programs, and corporate governance issues.  The review included an examination
of 15 mergers and acquisitions with an aggregate purchase price of $30.1 billion
excluding debt assumed in connection with purchase accounting transactions.


In summary, it was concluded that:


1) There was no significant or systemic fraud affecting the Company's prior
   financial statements;


2) There were a number of accounting entries and treatments that were
   incorrect and were required to be corrected;


3) The incorrect accounting entries and treatments are not individually or
   in the aggregate material to the overall financial statements of the Company;


4) The Company's prior management engaged in a pattern of aggressive
   accounting which, even when in accordance with Generally Accepted Accounting
   Principles, was intended to increase reported earnings above what they would
   have been if more conservative accounting had been employed; and


5) Reversal or restatement of prior accounting entries and treatments
   resulting from prior management's aggressive accounting would not adversely
   affect the Company's reported cash flow for 2003 and thereafter or materially
   adversely affect the Company's reported revenue and earnings for 2003 and
   thereafter.


The Company's 8-K filing includes details on the findings of the accounting and
governance review.


The Company has been represented in connection with its accounting and corporate
governance review by the law firm Boies, Schiller & Flexner LLP, and the Boies
Firm was in turn assisted by forensic accountants from Ernst & Young, KPMG, and
Urbach, Kahn & Werlin.  Approximately 25 lawyers and 100 accountants worked on
the review from August into December 2002.  In total, more than 15,000 lawyer
hours and 50,000 accountant hours were dedicated to this review and analysis.
The review team examined documents and interviewed Tyco personnel at more than
45 operating units in 15 states in the United States and in 12 foreign
countries.


The Boies Firm received the full cooperation of Tyco's auditors,
PricewaterhouseCoopers, as well as Tyco's current management.  As requested by
the Company's Chief Executive Officer, Ed Breen, and the Board of Directors, the
review work began in August 2002 while the first phase of the Boies Firm's
review and analysis was still in progress.  The stated goal of Mr. Breen and the
Board is to make Tyco's corporate governance and accounting practices not just
acceptable but consistent with best practices under applicable rules and
regulations.


About Tyco International Ltd.


Tyco International Ltd. is a diversified manufacturing and service company.
Tyco is the world's largest manufacturer and servicer of electrical and
electronic components; the world's largest designer, manufacturer, installer and
servicer of undersea telecommunications systems; the world's largest
manufacturer, installer and provider of fire protection systems and electronic
security services and the world's largest manufacturer of specialty valves.
Tyco also holds strong leadership positions in medical device products, and
plastics and adhesives.  Tyco operates in more than 100 countries and had fiscal
2002 revenues from continuing operations of approximately $36 billion.



Forward-Looking Statements

This release may contain certain "forward-looking statements" within the meaning
of the United States Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
risks, uncertainty and changes in circumstances, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performance or achievements. All statements contained herein that are not
clearly historical in nature are forward-looking and the words "anticipate," "
believe," "expect," "estimate," "plan," and similar expressions are generally
intended to identify forward-looking statements. The forward-looking statements
in this release include statements addressing the following subjects: future
financial condition and operating results.  Economic, business, competitive and/
or regulatory factors affecting Tyco's businesses are examples of factors, among
others, that could cause actual results to differ materially from those
described in the forward-looking statements.


More detailed information about these and other factors is set forth in Tyco's
Annual Report on Form 10-K for the fiscal year ended September 30, 2002. Tyco is
under no obligation to (and expressly disclaims any such obligation to) update
or alter its forward-looking statements whether as a result of new information,
future events or otherwise.


                                     # # #


Contact:                       Walter Montgomery (Media)
                               212-424-1314

                               Kathy Manning (Investors)
                               603-778-9700


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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