TYCO International Files 10K Report - Including Unqualified Audit Opinion From PricewaterhouseCooper

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