To: Jorj X Mckie who wrote (12668 ) 8/2/2002 3:34:59 PM From: manny t Respond to of 17639 TYC, PRESS RELEASE: S&P Keeps Tyco On Watch Neg 02 Aug 15:16 Following is a press release from Standard & Poor's: NEW YORK (Standard & Poor's) Aug. 2, 2002--Standard & Poor's Ratings Service said today that its triple 'B'-minus long-term corporate credit and 'A-3' short-term ratings on Tyco International Ltd. and its subsidiaries remain on CreditWatch with negative implications following the announced resignations of the CFO and General Counsel. Both executives are expected to continue in their positions until replacements are found. After last week's appointment of a new CEO, this development is not unexpected. Standard & Poor's does not believe the resignations should impede debt refinancing. Hamilton, Bermuda-based Tyco is a diversified company with total debt of about $26 billion. Tyco began the quarter with more than $7 billion in cash, following the recent IPO of its commercial finance subsidiary. Management intends to use a significant portion of this to reduce debt. The company has recently repurchased $300 million of public debt in the open market and plans to repurchase an additional $2 billion in the current quarter. During the next 18 months, the company will have public and bank debt maturities totaling about $6.8 billion, plus the potential "put" of two zero-coupon debt issues totaling about $5.9 billion. (Tyco has the option to satisfy $2.3 billion of the latter amount in common stock at the February 2003 put date. However, it may choose not to do so because the current low common share price would cause significant dilution.) Removing the ratings from CreditWatch will depend on management's addressing the gap between cash balances plus free cash flow (the latter now expected to total about $2.5 billion in the current fiscal year) and obligations coming due in the next 18 months. This gap could be bridged through a combination of successful negotiation of new bank credit facilities, selling additional assets, and accessing the public capital markets. Standard & Poor's will continue to monitor developments in connection with the ongoing investigations by the Manhattan District Attorney's office and the SEC of alleged tax evasion by Tyco's former CEO, and of corporate governance issues. The recent announcement that the company has retained a corporate governance expert is a positive. Management also recently announced that it will voluntarily certify Tyco's financial statements after completion of the internal investigation, expected to be in mid-August. Standard & Poor's will also continue to monitor the performance of Tyco's still well-diversified business portfolio and its efforts to stem any damage recent events have had on customer, supplier, or employee relationships. Standard & Poor's will also look to the new CEO for clarification of business and financial strategies. The ratings could be lowered if: -- Debt is not reduced meaningfully in the near term; -- The company does not address in a timely manner obligations coming due late in calendar-year 2003; or -- There are further negative developments in connection with regulatory or law enforcement agency investigations. Tyco should have sufficient liquidity to repay amounts outstanding under accounts receivable securitizations (currently about $540 million), which might become due as a result of recent rating downgrades. Depending on the company's future capital structure (including the possibility that security could be granted or other developments could cause structural subordination), the ratings on debt obligations that Standard & Poor's currently rates in the investment-grade category could be lowered even if the corporate credit rating remains unchanged. (END) DOW JONES NEWS 08-02-02 03:16 PM