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SEVENTY
Report of Independent Accountants
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF TYCO INTERNATIONAL LTD.
In our opinion, based upon our audits and the report of other auditors, the accompanying consolidated balance sheets and the related con-
solidated statements of operations, shareholders’ equity and cash flows present fairly, in all material respects, the financial position of Tyco
International Ltd. and its subsidiaries at September 30, 2000 and 1999, and the results of their operations and their cash flows for each
of the three years in the period ended September 30, 2000, in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opin-
ion on these financial statements based on our audits. We did not audit the financial statements of AMP Incorporated, a wholly owned sub-
sidiary, as of September 30, 1998, and for the year ended September 30, 1998, which statements reflect total assets of 20.1% of the related
consolidated total assets as of September 30, 1998, and net sales of 29.0% of the related consolidated total sales for the year ended Sep-
tember 30, 1998. Those statements were audited by other auditors whose report thereon has been furnished to us, and our opinion
expressed herein, insofar as it relates to the amounts included for AMP Incorporated, as of and for the period described above, is based
solely on the report of the other auditors. We conducted our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable
basis for our opinion.
PRICEWATERHOUSECOOPERS
Hamilton, Bermuda
October 24, 2000, except as
to Note 25 which is as of
December 4, 2000