To: dennis michael patterson who wrote (29265 ) 2/4/2002 9:27:49 PM From: Challo Jeregy Read Replies (3) | Respond to of 52237 I am beginning to feel sorry for Tyco- ggg TYCO INTERNATIONAL LETTER TO WALL STREET JOURNAL February 4, 2002 To The Editor The Wall Street Journal 200 Liberty Street New York, NY 10281-0084 To The Editor: Today's story by Mark Maremont, "Tyco Made $8 Billion of Acquisitions Over 3 Years But Didn't Disclose Them," is blatantly false and malicious. The 240,000 employees of Tyco, to say nothing of your readers and the entire investment community, expect and deserve far better from The Wall Street Journal. With regard to acquisitions made but not announced in 2001, the spending you call "undisclosed" was indeed disclosed by Tyco in its 2001 cash flow statement (page 46 of Tyco's 2001 Annual Report), in note 2 (page 54 of Tyco's 2001 Annual Report) and the MD&A section (page 31 of Tyco's Annual Report). Similar disclosures for 2001 and all prior years are contained in each appropriate Tyco Annual Report on Form 10-K and Quarterly Report on Form 10-Q. With regard to the quality of Tyco's disclosures, we concur with Professor Ketz, who according to your story said, "Tyco's acquisition disclosures seem to be adequate under accounting rules, because investors were properly given the net cash spent on all its deals." But this isn't just about complying with the rules. In our extensive discussions with Mr. Maremont, we asked him to give us examples of other companies similar to Tyco that do a better job than Tyco on these types of disclosures. He was unable to provide a single example. Furthermore, at the end of our several hours of conversation with Mr. Maremont, he stated: "I understand exactly what the situation is. It's all right there in the cash flow." Bottom line: beyond the inflammatory headline, and given that the story itself concedes that everything that must be disclosed is disclosed, we fail to see the news value of the story you gave such prominence to in today's paper. Perhaps it's a sign of the extraordinary times we're in that it seems necessary to remind the Wall Street Journal that there is a stark difference between issuing a press release and making disclosure. Tyco made over 350 acquisitions in 2001. Of these, over 90% were for less than $50 million. For a company with 2001 revenues of $36 billion, it makes no sense to issue press releases on transactions of this size. Many also involve private sales where, as is customary and common, we are bound from making public announcements by confidentiality agreements signed with the selling individuals or families. All of this was told to your reporter. Surely the Wall Street Journal is not suggesting that Tyco issue a press release each time it buys a small, privately held fire protection contractor or alarm company. And if indeed you are suggesting that, are you suggesting it to other companies as well, or just to Tyco? In the current extraordinary market environment, more than ever, The Wall Street Journal has a responsibility to inform rather than sensationalize. In our view, and judging by the reactions to your story we have received this morning from many of our investors and analysts, today's article failed that test. Sincerely, Mark H. Swartz Executive Vice President and Chief Financial Officer Michele E. Kearns Investor Relations Tyco International One Tyco Park Exeter, NH 03833